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8-K - FORM 8-K - GUARANTY FEDERAL BANCSHARES INCgfed20180719_8k.htm

Exhibit 99.1

 

 

NASDAQ:GFED                 

      www.gbankmo.com               

 

 

Contacts: Shaun A. Burke, President and CEO or Carter M. Peters, CFO
  2144 E Republic Road, Suite F200
  Springfield, MO 65804
  417-520-4333

       

Guaranty Federal Bancshares, Inc. ANNOUNCES

Preliminary SECOND QUARTER 2018 financial results AND

successful CLOSING AND MERGER OF hoMETOWN bANCSHARES, iNC.

AND ITS sUBSIDIARY, hOMETOWN bANK, national ASSOCIATION

 

SPRINGFIELD, MO – (July 19, 2018) – Guaranty Federal Bancshares, Inc., (NASDAQ:GFED), the holding company (the “Company”) for Guaranty Bank (the “Bank”), today announces the following preliminary results for the second quarter ended June 30, 2018. The results were negatively impacted by the expected $3.2 million of one-time, nonrecurring costs associated with its acquisition of Hometown Bancshares, Inc. (“Hometown”). These additional costs incurred during the quarter included a significant core processing vendor contract termination of approximately $2 million. Other acquisition costs included legal, professional, employee benefit and other data processing expense.

 

Net loss available to common shareholders for the quarter ended June 30, 2018 was ($343,000) and diluted earnings (loss) per common share (“EPS”) was ($0.08). Excluding the acquisition costs discussed above, the Company would have reported net income and diluted EPS of $1,916,000 and $0.43, respectively. For the second quarter of 2017, the Company reported net income of $1,593,000 and diluted EPS of $.36, respectively.

 

For the six months ended June 30, 2018, the Company reported net income and EPS of $1,012,761 and $0.23, respectively. Excluding the above acquisition costs, the Company would have reported net income and diluted EPS of $3,418,000 and $0.76, respectively. For the six months ending June 30, 2017, the Company reported net income and EPS of $3,022,000 and $.68, respectively.

 

Acquisition of Hometown, Headquartered in Carthage, Missouri

 

As previously announced, on April 2, 2018 (the “Acquisition Date”), the Company completed its $4.6 million cash purchase of Hometown. Hometown’s subsidiary bank, Hometown Bank, National Association, was merged into Guaranty Bank on June 8, 2018.

 

Shaun A. Burke, President and Chief Executive Officer of the Company stated, “We are entering an exciting new era. The merger expands our footprint in Southwest Missouri and creates economies of scale to create the operational efficiencies found in a larger company. We are excited to finally have the Hometown team join our organization and are already encouraged by the growth opportunities in the Joplin MSA. Once we get past the ‘noise in the numbers’ and the nonrecurring merger expenses, we are confident the results of the combined company will further enhance long-term shareholder value.”

 

As of the Acquisition Date, Hometown’s balance sheet had total assets of $177.7 million, consisting primarily of loans totaling $150.4 million. Total deposits were $161.0 million. Preliminary purchase accounting adjustments were recorded as of the Acquisition Date, resulting in goodwill of $2.6 million. A table below summarizes the assets acquired and liabilities assumed from Hometown.

 

 

 

 

Select Quarterly Financial Data

 

Below are selected financial results for the Company’s second quarter of 2018, compared to the first quarter of 2018 and the second quarter of 2017.

 

   

Quarter ended

 
   

June 30, 2018

   

March 31, 2018

   

June 30, 2017

 
   

(Dollar amounts in thousands, except per share data)

 

Net income (loss) available to common shareholders

  $ (343 )   $ 1,356     $ 1,593  
                         

Diluted income (loss) per common share

  $ (0.08 )   $ 0.30     $ 0.36  

Common shares outstanding

    4,406,432       4,403,965       4,374,725  

Average common shares outstanding , diluted

    4,471,893       4,466,786       4,426,411  
                         

Annualized return on average assets

    -0.14 %     0.70 %     0.85 %

Annualized return on average equity

    -1.48 %     7.25 %     8.68 %

Net interest margin

    3.54 %     3.28 %     3.34 %

Efficiency ratio

    102.99 %     74.50 %     62.95 %
                         

Tangible common equity to tangible assets

    7.26 %     9.40 %     9.75 %

Tangible book value per common share

  $ 15.73     $ 17.22     $ 16.76  

Nonperforming assets to total assets

    1.42 %     1.21 %     1.47 %

 

The following were key items impacting the second quarter operating results as compared to the same quarter in 2017 and the financial condition results compared to December 31, 2017:

 

Net Interest income – Net interest income totaled $7,972,267 for the quarter as compared to $5,889,199 during the prior year quarter, an increase of 35%. Net interest income attributable to Hometown totaled $1,250,672 for the quarter and net interest income attributable to purchase accounting adjustments, primarily the accretion of the loan discount, was $454,792. Net interest margin was 3.54% as compared to 3.34% for the prior year quarter. See the Analysis of Net Interest Income and Margin table below for the second quarter.

 

Asset Quality, Provision for Loan Loss Expense and Allowance for Loan Losses – The Company’s nonperforming assets increased to $13.6 million as of June 30, 2018 as compared to $10.2 million as of December 31, 2017. $3.9 million of this increase was due to the acquisition of Hometown.

Based on its reserve analysis and methodology, the Company recorded a provision for loan loss expense of $500,000 during the quarter, a decrease from the $575,000 recognized during the prior year quarter. The provision for the quarter was primarily due to the increased reserves needed for growing loan balances for construction lending and various reserves on a few specific problem credits. At June 30, 2018, the allowance for loan losses of $7.6 million was 0.97% of gross loans outstanding (excluding mortgage loans held for sale), representing a decrease from the 1.12% as of December 31, 2017.

 

In accordance with generally accepted accounting principles for acquisition accounting, the loans acquired through the acquisition of Hometown were recorded at fair value; therefore, there was no allowance associated with Hometown’s loans at acquisition. Management continues to evaluate the allowance needed on the acquired Hometown loans factoring in the net remaining discount ($5.6 million at June 30, 2018).

 

 

 

 

Management believes the allowance for loan losses is at a sufficient level to provide for loan losses in the Bank’s existing loan portfolio.

 

Noninterest Income Non-interest income increased $586,752 (43%) during the quarter primarily due to the Company’s increased income from sales of fixed-rate mortgage loans and Small Business Administration (“SBA”) loans, $194,000 combined. The Company also experienced a significant increase of approximately $262,000 in service charges, primarily due to the Hometown acquisition.

 

Noninterest Expense – Non-interest expenses increased $5,654,721 (124%) due to a few significant factors discussed below.

 

Due to the acquisition, $3,192,050 of one-time, nonrecurring merger costs were incurred during the quarter (further detailed above).

 

Salaries and employee benefits increased $1,167,093 for the quarter and is primarily due to the Hometown acquisition, $604,000, and also the Company’s existing expansion in the Joplin, Missouri market, pre-acquisition.

 

Occupancy expenses increased $552,511 for the quarter primarily due to the Company’s move to a new headquarters during the fourth quarter of 2017. Lease expense on the new facility began in January 2018 and total expense was $154,867 for the quarter. The remaining increase relates to depreciation on furniture and fixtures for the new facility and Hometown.

 

Amortization expense of the core deposit intangible from the Hometown acquisition was $220,000 for the quarter. There was no amortization during the prior year quarter.

 

Capital – At June 30, 2018, stockholders’ equity increased to $75.2 million compared to $74.9 million at December 31, 2017. On a per common share basis, tangible book value decreased to $15.73 at June 30, 2018 as compared to $17.10 as of December 31, 2017. This reduction was due to the acquisition of Hometown.

 

From a regulatory capital standpoint, all capital ratios for the Bank remain strong and above regulatory requirements.

 

Non-Generally Accepted Accounting Principle (GAAP) Financial Measures

 

In addition to the GAAP financial results presented in this press release, the Company presents non-GAAP financial measures discussed below. These non-GAAP measures are provided to enhance investors’ overall understanding of the Company’s current financial performance. Additionally, Company management believes that this presentation enables meaningful comparison of financial performance in various periods. However, the non-GAAP financial results presented should not be considered a substitute for results that are presented in a manner consistent with GAAP. A limitation of the non-GAAP financial measures presented is that the adjustments concern gains, losses or expenses that the Company does expect to continue to recognize; the adjustments of these items should not be construed as an inference that these gains or expenses are unusual, infrequent or non-recurring. Therefore, Company management believes that both GAAP measures of its financial performance and the respective non-GAAP measures should be considered together.

 

Operating Income

Operating income is a non-GAAP financial measure that adjusts net income for the following non-operating items:

 

 

Gains (losses) on sales of available-for-sale securities

 

Gains (losses) on foreclosed assets held for sale

 

 

 

 

 

Provision for loan loss expense

 

Provision (credit) for income taxes

 

Merger costs

 

A reconciliation of the Company’s net income to its operating income for the three and six months ended June 30, 2018 and 2017 is set forth below.

 

   

Quarter ended

   

Six months ended

 
   

June 30, 2018

   

June 30, 2017

   

June 30, 2018

   

June 30, 2017

 
   

(Dollar amounts are in thousands)

 
                                 

Net income (loss)

  $ (343 )   $ 1,593     $ 1,013     $ 3,022  
                                 

Add back:

                               

Provision (credit) for income taxes

    (454 )     521       (160 )     1,024  

Income (loss) before income taxes

    (797 )     2,114       853       4,046  
                                 

Add back/(subtract):

                               

Gain (loss) on investment securities

    10       (62 )     7       (62 )

Net loss (gains) on foreclosed assets held for sale

    (76 )     30       (121 )     (8 )

Merger costs

    3,192       -       3,420       -  

Provision for loan losses

    500       575       725       1,050  
      3,626       543       4,031       980  
                                 

Operating income

  $ 2,829     $ 2,657     $ 4,884     $ 5,026  

 

About Guaranty Federal Bancshares, Inc.

Guaranty Federal Bancshares, Inc. (NASDAQ:GFED) has a subsidiary corporation offering full banking services. The principal subsidiary, Guaranty Bank, is headquartered in Springfield, Missouri, and has 18 full-service branches in Greene, Christian, Jasper Newton and McDonald Counties and a Loan Production Office in Webster County. Guaranty Bank is a member of the MoneyPass and TransFund ATM networks which provide its customers surcharge free access to over 24,000 ATMs nationwide. For more information visit the Guaranty Bank website: www.gbankmo.com.

 

The Company may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the SEC, in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements.

 

These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements:

 

● the strength of the United States economy in general and the strength of the local economies in which we conduct operations;

● the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve, inflation, interest rates, market and monetary fluctuations;

● the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services;

 

 

 

 

● the willingness of users to substitute competitors’ products and services for our products and services;

● our success in gaining regulatory approval of our products and services, when required;

● the impact of changes in financial services laws and regulations (including laws concerning taxes, banking, securities and insurance);

● technological changes;

● the ability to successfully manage and integrate any future acquisitions if and when our board of directors and management conclude any such acquisitions are appropriate;

● changes in consumer spending and saving habits;

● our success at managing the risks resulting from these factors; and

● other factors set forth in reports and other documents filed by the Company with the SEC from time to time.

 

 

 

 

Financial Highlights:

   

Quarter ended

   

Six months ended

 

Operating Data:

 

June 30, 2018

   

June 30, 2017

   

June 30, 2018

   

June 30, 2017

 
   

(Dollar amounts are in thousands, except per share data)

 
                                 

Total interest income

  $ 10,379     $ 7,242     $ 18,335     $ 14,013  

Total interest expense

    2,407       1,352       4,332       2,526  

Net interest income

    7,972       5,890       14,003       11,487  

Provision for loan losses

    500       575       725       1,050  

Net interest income after provision for loan losses

    7,472       5,315       13,278       10,437  

Noninterest income

                               

Service charges

    552       290       869       558  

Gain on sale of loans held for sale

    617       524       997       932  

Gain on sale of Small Business Administration loans

    225       125       396       255  

Other income

    560       428       1,011       851  
      1,954       1,367       3,273       2,596  

Noninterest expense

                               

Salaries and employee benefits

    4,102       2,935       7,275       5,792  

Occupancy

    1,038       485       1,808       971  

Merger costs

    3,192       -       3,420       -  

Amortization of core deposit intangible

    220       -       220       -  

Other expense

    1,671       1,148       2,975       2,224  
      10,223       4,568       15,698       8,987  

Income (loss) before income taxes

    (797 )     2,114       853       4,046  

Provision (credit) for income taxes

    (454 )     521       (160 )     1,024  

Net income (loss) available for common shareholders

  $ (343 )   $ 1,593     $ 1,013     $ 3,022  

Net income (loss) per common share-basic

  $ (0.08 )   $ 0.36     $ 0.23     $ 0.69  

Net income (loss) per common share-diluted

  $ (0.08 )   $ 0.36     $ 0.23     $ 0.68  
                                 

Annualized return on average assets

    -0.14 %     0.85 %     0.23 %     0.83 %

Annualized return on average equity

    -1.48 %     8.68 %     2.42 %     8.42 %

Net interest margin

    3.54 %     3.34 %     3.43 %     3.34 %

Efficiency ratio

    102.99 %     62.95 %     90.87 %     63.82 %

 

   

At

   

At

 

Financial Condition Data:

 

June 30, 2018

   

December 31, 2017

 

Cash and cash equivalents

  $ 30,357     $ 37,407  

Investments

    89,581       81,495  

Loans, net of allowance for loan losses 6/30/2018 - $7,573; 12/31/2017 - $7,107

    774,289       631,527  

Goodwill

    2,615       -  

Core deposit intangible

    3,300       -  

Premises and equipment, net

    22,307       10,607  

Bank owned life insurance

    19,967       19,741  

Other assets

    18,103       13,683  

Total assets

  $ 960,519     $ 794,460  
                 

Deposits

  $ 764,772     $ 607,364  

Advances from correspondent banks

    90,400       94,300  

Subordinated debentures

    21,805       15,465  

Other borrowed funds

    5,000       -  

Other liabilities

    3,294       2,439  

Total liabilities

    885,271       719,568  

Stockholders' equity

    75,248       74,892  

Total liabilities and stockholders' equity

  $ 960,519     $ 794,460  

Tangible common equity to tangible assets ratio

    7.26 %     9.43 %

Tangible book value per common share

  $ 15.73     $ 17.10  

Nonperforming assets

  $ 13,609     $ 10,245  

 

 

 

 

Analysis of Net Interest Income and Margin:

 

   

Three months ended 6/30/2018

   

Three months ended 6/30/2017

 
   

Average

Balance

   

Interest

   

 

 

Yield

/ Cost

   

Average

Balance

   

Interest

   

Yield

/ Cost

 

ASSETS

                                               

Interest-earning:

                                               

Loans

  $ 797,034     $ 9,819       4.94 %   $ 608,269     $ 6,744       4.45 %

Investment securities

    88,755       528       2.39 %     88,267       454       2.06 %

Other assets

    16,725       32       0.77 %     10,289       44       1.72 %

Total interest-earning

    902,514       10,379       4.61 %     706,825       7,242       4.11 %

Noninterest-earning

    64,965                       39,043                  
    $ 967,479                     $ 745,868                  

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                               

Interest-bearing:

                                               

Savings accounts

  $ 43,012       26       0.24 %   $ 29,509       14       0.19 %

Transaction accounts

    425,153       1,126       1.06 %     340,975       459       0.54 %

Certificates of deposit

    211,246       568       1.08 %     114,227       273       0.96 %

FHLB advances

    77,991       406       2.09 %     104,255       450       1.73 %

Other borrowed funds

    1,109       4       0.00 %     -       -       0.00 %

Subordinated debentures

    21,651       277       5.13 %     15,465       156       4.05 %

Total interest-bearing

    780,162       2,407       1.24 %     604,431       1,352       0.90 %

Noninterest-bearing

    94,344                       68,342                  

Total liabilities

    874,506                       672,773                  

Stockholders’ equity

    92,973                       73,095                  
    $ 967,479                     $ 745,868                  

Net earning balance

  $ 122,352                     $ 102,394                  

Earning yield less costing rate

                    3.38 %                     3.21 %

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

          $ 7,972       3.54 %           $ 5,890       3.34 %

Ratio of interest-earning assets to interest-bearing liabilities

            116 %                     117 %        

 

 

 

 

 

Guaranty Federal Bancshares, Inc.

Net Assets Acquired from Hometown

April 2, 2018

 

   

 

Acquired from

   

Fair Value

   

Fair

 
   

Hometown

   

Adjustments

   

Value

 

Assets Acquired

                       

Cash and Due From Banks

  $ 7,083     $ -     $ 7,083  

Investment Securities

    7,521       -       7,521  

Loans

    150,390       (6,471 )     143,919  

Allowance for Loan Losses

    (2,348 )     2,348       -  

Net Loans

    148,042       (4,123 )     143,919  
                         

Fixed Assets

    9,268       798       10,066  

Foreclosed Assets held for sale

    1,647       (400 )     1,247  

Core Deposit Intangible

    -       3,520       3,520  

Other Assets

    4,146       1,283       5,429  
                         

Total Assets Acquired

  $ 177,707     $ 1,078     $ 178,785  
                         

Liabilities Assumed

                       

Deposits

    161,001       247       161,248  

Federal Home Loan Bank advances

    2,000       -       2,000  

Securities Sold Under Agreements to Repurchase

    2,159       -       2,159  

Other borrowings

    3,000       -       3,000  

Subordinated debentures

    6,186       176       6,362  

Other Liabilities

    2,003       -       2,003  

Total Liabilities Assumed

    176,349     $ 423       176,772  
                         

Stockholders' Equity

                       

Common Stock

    231       (231 )     -  

Capital Surplus

    18,936       (18,936 )     -  

Retained Earnings

    (17,587 )     17,587       -  

Accumulated Other Comprehensive Loss

    (222 )     222       -  

Treasury Stock

    -       -       -  

Total Stockholders' Equity Assumed

    1,358     $ (1,358 )     -  
                         

Total Liabilities and Stockholders' Equity Assumed

  $ 177,707     $ (935 )   $ 176,772  
                         

Net Assets Acquired     

                  $ 2,013  

Purchase Price     

                    4,628  

Goodwill     

                  $ 2,615