<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 quarterly period ended March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------------- ----------------------
Commission File Number 1-14154
-----
GA FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 25-1780835
- ------------------------------------------------------------------------------------------------------
<S> <C>
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
4750 CLAIRTON BOULEVARD, PITTSBURGH, PENNSYLVANIA 15236
- ------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(412)882-9946
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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
---- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 6,855,154 shares of
common stock, par value $.01 per share, were outstanding as of April 26, 1999.
<PAGE>
GA FINANCIAL, INC.
FORM 10-Q
March 31, 1999
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition -
March 31, 1999 (unaudited) and December 31, 1998.................... 1
Consolidated Statements of Income and Comprehensive Income -
For the Three Months Ended March 31, 1999 (unaudited) and 1998...... 2
Consolidated Statements of Cash Flows - For the Three
Months Ended March 31, 1999 (unaudited) and 1998.................... 3
Notes to unaudited Consolidated Financial Statements................ 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................................... 8-14
Item 3. Quantitative and Qualitative Disclosures about Market Risk............... 15
PART II. OTHER INFORMATION........................................................ 16
SIGNATURES ......................................................................... 17
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
GA Financial, Inc.
Consolidated Statements of Financial Condition
March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
March 31,1999 Dec. 31, 1998
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------
ASSETS (Dollars in thousands)
<S> <C> <C>
Cash (including interest-bearing demand deposits of $27,467
in 1999 and $7,705 in 1998) $ 31,483 $ 22,987
Federal funds sold 0 500
Available for sale securities, at fair value:
Investment securities 164,031 163,108
Mortgage-related securities 308,106 273,124
Loans receivable, net 317,105 310,688
Education loans held for sale 22,727 20,040
Accrued interest receivable 6,257 6,050
Federal Home Loan Bank stock 13,794 11,413
Office, property and equipment 5,138 5,114
Foreclosed assets 798 758
Prepaid expenses and other assets 10,038 9,540
- ---------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $879,477 $823,322
=====================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing demand deposits $ 30,692 $ 30,373
Savings accounts 450,107 452,175
Borrowed funds 280,870 222,545
Advances from borrowers for taxes and insurance 1,743 1,514
Accrued interest payable 3,212 1,606
Securities purchased, not settled 3,998 1,901
Other liabilities 3,179 3,992
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 773,801 714,106
Shareholders' Equity:
Preferred stock (.01 par value); 1,000,000 shares authorized; 0 shares issued - -
Common stock (.01 par value); 23,000,000 shares authorized;
8,900,000 shares issued 89 89
Additional paid in capital 86,467 86,467
Treasury stock, at cost (2,044,846 shares at March 31, 1999 and 1,858,865 shares
at December 31, 1998) (35,252) (32,255)
Unearned employee stock ownership plan (ESOP) shares (5,520) (5,520)
Unearned recognition and retention plan (RRP) shares (2,177) (2,431)
Accumulated other comprehensive income, net 1,774 3,306
Retained earnings, substantially restricted 60,295 59,560
- ---------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 105,676 109,216
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $879,477 $823,322
=====================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
1
<PAGE>
GA Financial, Inc.
Consolidated Statements of Income and Comprehensive Income
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1999 1998
(Unaudited)
- ----------------------------------------------------------------------------------------------------------------
(Dollars in thousands
except per share amounts)
<S> <C> <C>
Interest income:
Loans $ 6,219 $ 6,558
Mortgage-related securities 4,519 4,845
Investment securities 2,405 2,487
Interest on bank deposits 200 149
- ----------------------------------------------------------------------------------------------------------------
Total interest income 13,343 14,039
- ----------------------------------------------------------------------------------------------------------------
Interest expense:
Savings accounts 4,435 4,614
Borrowed funds 3,385 3,114
Other 9 9
- ----------------------------------------------------------------------------------------------------------------
Total interest expense 7,829 7,737
- ----------------------------------------------------------------------------------------------------------------
Net interest income before provision for losses on loans 5,514 6,302
Provision for losses on loans 60 90
- ----------------------------------------------------------------------------------------------------------------
Net interest income after provision for losses on loans 5,454 6,212
- ----------------------------------------------------------------------------------------------------------------
Non-interest income:
Service fees 427 354
Net gain on sales of securities 84 162
Data processing service fees 193 187
Other 115 104
- ----------------------------------------------------------------------------------------------------------------
Total non-interest income 819 807
- ----------------------------------------------------------------------------------------------------------------
Non-interest expense:
Compensation and employee benefits 2,008 1,999
Occupancy and equipment 515 418
Deposit insurance premiums 71 71
Data processing service expenses 395 420
Other 1,052 1,139
- ----------------------------------------------------------------------------------------------------------------
Total non-interest expense 4,041 4,047
- ----------------------------------------------------------------------------------------------------------------
Income before provision for income taxes 2,232 2,972
Provision for income taxes 550 1,042
- ----------------------------------------------------------------------------------------------------------------
Net income $ 1,682 $ 1,930
================================================================================================================
Other comprehensive income (loss), net of taxes:
Unrealized holding losses on available for sale securities, net of taxes
for 1999 and 1998, respectively (1,585) (656)
Reclassification adjustment for gains included in net income 53 102
- ----------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss) (1,532) (554)
- ----------------------------------------------------------------------------------------------------------------
Comprehensive income $ 150 $ 1,376
================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<TABLE>
<CAPTION>
<S> <C> <C>
Basic earnings per share $ .27 $ .28
========== ==========
Diluted earnings per share $ .27 $ .27
========== ==========
Dividends per share $ .16 $ .12
========== ==========
Average shares outstanding - basic 6,193,054 6,790,266
Average shares outstanding - diluted 6,315,824 7,037,366
</TABLE>
2
<PAGE>
GA Financial, Inc.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
For the Three Months Ended
- --------------------------------------------------------------------------------------------------------------------
March 31,
1999 1998
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,682 $ 1,930
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for losses on loans 60 90
Depreciation on office, property and equipment 173 186
Accretion of net deferred loan fees (148) (150)
Allocation of RRP shares 254 201
Net realized gain on sales of securities (84) (162)
Increase in accrued interest receivable (207) (106)
Increase in prepaid expenses and other assets (544) (516)
Increase in accrued interest payable 1,606 1,520
Other 172 130
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 2,964 $ 3,123
- --------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of available for sale securities 10,236 27,207
Repayments and maturities of available for sale securities 33,720 29,162
Purchases of available for sale securities (80,239) (41,438)
Purchases of loans - 7,215
Net increase in loans (9,056) (33,061)
Purchases of office, property and equipment, net (197) (39)
Purchases of Federal Home Loan Bank stock (2,381) (1,520)
- --------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (47,917) (12,474)
- --------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net increase in demand and savings deposits 2,295 7,631
Net (decrease) increase in certificates of deposit (4,044) 77
Net increase in advances from borrowers for taxes and insurance 317 983
Purchase of treasury stock (2,950) (2,282)
Net increase from borrowed funds 58,325 17,554
Cash dividends paid (947) (920)
Other (47) (24)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 52,949 23,019
- --------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 7,996 13,668
Cash and cash equivalents at beginning of period 23,487 12,742
- --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 31,483 $ 26,410
====================================================================================================================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of GA Financial, Inc. (the "Company") and its subsidiaries, Great
American Federal Savings and Loan Association (the "Association") and New Eagle
Capital, Inc.
In the opinion of the management of the Company, the accompanying consolidated
financial statements include all normal recurring adjustments necessary for a
fair presentation of the financial position and results of operations for the
periods presented. All significant intercompany transactions have been
eliminated in consolidation. Certain information and footnote disclosures
normally included in financial statements presented in accordance with generally
accepted accounting principles have been condensed or omitted. It is suggested
that the accompanying consolidated financial statements be read in conjunction
with the Company's Annual Report on Form 10-K. Currently, other than investing
in various securities, the Company does not directly transact any material
business other than through the Association. Accordingly, the discussion herein
addresses the operations of the Company as they are conducted through the
Association.
2. Capital Requirements and Regulatory Restrictions
As a savings and loan holding company, the Company is not required to maintain
any minimum level of capital; however, the Association is 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 material effect on the Association's financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Association must meet specific capital guidelines
that involve quantitative measures of the Association's assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The Association's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Association to maintain minimum amounts and ratios (set forth in the
table below) of total risk-based, Tier I risk-based, and Tier I leverage
capital. It is management's opinion that the Association meets all capital
adequacy requirements to which it is subject.
As of March 31, 1999, the most recent notification from the Office of Thrift
Supervision (the "OTS") categorized the Association as well capitalized under
the regulatory framework for prompt corrective action. To be categorized as
well capitalized the Association must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios as set forth in the table. There are no
conditions or events since that notification that management believes have
changed the Association's category. In March 1999, the Association paid a $32
million dividend to the Company. This dividend had OTS approval.
4
<PAGE>
<TABLE>
<CAPTION>
Tier I Tier I Total
Leverage Risk-Based Risk-based
Capital Capital Capital
-----------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
March 31, 1999:
Equity capital (1) $ 69,362 $ 69,362 $ 69,362
General valuation allowance (2) - - 1,604
Less unrealized gains on certain available-
for-sale securities (2,155) (2,155) (1,207)
Less core deposit intangible (864) (864) (864)
-----------------------------------------------------------
Total regulatory capital 66,343 66,343 68,895
Minimum regulatory capital 33,558 12,204 24,408
-----------------------------------------------------------
Excess regulatory capital $ 32,785 $ 54,139 $ 44,487
===========================================================
Regulatory capital as a percentage 7.91% 21.74% 22.58%
Minimum regulatory capital as a percentage 4.00 4.00 8.00
-----------------------------------------------------------
Excess regulatory capital as a percentage 3.91% 17.74% 14.58%
===========================================================
Well capitalized requirement under
prompt corrective actions provisions 5.00% 6.00% 10.00%
===========================================================
Adjusted assets as reported to the OTS $838,944 $305,106 $305,106
</TABLE>
<TABLE>
<CAPTION>
Tier I Tier I Total
Leverage Risk-Based Risk-based
Capital Capital Capital
-----------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C>
December 31, 1998
Equity capital (1) $101,688 $101,688 $101,688
General valuation allowance (2) - - 1,604
Less unrealized gains on certain available-
for-sale securities (3,490) (3,490) (2,320)
Less core deposit intangible (910) (910) (910)
-----------------------------------------------------------
Total regulatory capital 97,288 97,288 100,062
Minimum regulatory capital 32,381 12,594 25,188
-----------------------------------------------------------
Excess regulatory capital $ 64,907 $ 84,694 $ 74,874
===========================================================
Regulatory capital as a percentage 12.02% 30.90% 31.78%
Minimum regulatory capital as a percentage 4.00 4.00 8.00
-----------------------------------------------------------
Excess regulatory capital as a percentage 8.02% 26.90% 23.78%
===========================================================
Well capitalized requirement under
prompt corrective actions provisions 5.00% 6.00% 10.00%
===========================================================
Adjusted assets as reported to the OTS $809,516 $314,850 $314,850
</TABLE>
(1) Represents equity capital of the Association as reported to the Office of
Thrift Supervision.
(2) Limited to 1.25% of risk-weighted assets.
5
<PAGE>
3. Changes in Accounting Principles
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This statement
requires that all items recognized under accounting standards as components of
comprehensive earnings be reported in a financial statement that is displayed
with the same prominence as other financial statements. This statement also
requires that an entity classify items of other comprehensive earnings by their
nature in a financial statement. For example, other comprehensive earnings may
include foreign currency transaction adjustments, minimum pension liability
adjustments, and unrealized gains and losses on marketable securities classified
as available-for-sale. Adoption had no impact on reported results.
In June 1998, the Financial Accounting Standard Board ("FASB") issued SFAS No.
133, " Accounting for Derivative Instruments and Hedging Activities." The
provisions of this statement require that derivative instruments be carried at
fair value on the balance sheet. The statement continues to allow derivative
instruments to be used to hedge various risks and sets forth specific criteria
to be used to determine when hedge accounting can be used. The statement also
provides for offsetting changes in fair value or cash flows of both the
derivative and the hedged asset or liability to be recognized in earnings in the
same period; however, any changes in fair value or cash flow that represent the
ineffective portion of a hedge are required to be recognized in earnings and
cannot be deferred. For derivative instruments not accounted for as hedges,
changes in fair value are required to be recognized in earnings.
The provisions of this statement become effective beginning with the year 2000
interim reporting. Although the statement allows for early adoption on any
quarterly period after June 1998, the Company has no plans to adopt the
provisions of SFAS No. 133 prior to the effective date. The impact of adopting
the provisions of this statement on the Company's financial position, results of
operations and cash flow subsequent to the effective date is not currently
estimable and will depend on the financial position of the Company and the
nature and purpose of the derivative instruments in use by management at that
time.
On January 1, 1999, the Company adopted the provisions of the American Institute
of Certified Public Accountants Statement of Position ("SOP") No. 98-5 on
reporting on the costs of start-up activities. This SOP requires that costs of
start-up activities be expensed as incurred. Initial application of this SOP is
to be reported as a cumulative effect of a change in accounting principle. The
adoption of SOP 98-5 had no impact on the Company's financial position and
results of operations.
On January 1, 1999, the Company adopted the provisions of SOP No. 98-1 on
accounting for the costs of computer software developed or obtained for internal
use. This SOP requires the capitalization of certain costs incurred in
connection with developing or obtaining software for internal use. The adoption
of SOP No. 98-1 was immaterial to the Company's financial position and results
of operations.
4. Derivative Financial Instruments with Off-Balance Sheet Risk
A reconciliation of forward and standby commitment activity for the period
follows:
<TABLE>
<CAPTION>
(Dollars in thousands) Forward Commitments Standby Commitments
-------------------------------------------------------
<S> <C> <C>
Balance at December 31, 1998 $ 42,000 $ 8,000
Purchase commitments 59,000 12,000
Commitments sold (2,000) 0
Commitments settled (64,000) ( 8,000)
-------------------------------------------------------
Balance at March 31, 1999 $ 35,000 $ 12,000
=======================================================
</TABLE>
The fair value of the $47.0 million in commitments was approximately $46.8
million at March 31, 1999.
6
<PAGE>
5. Earnings per Share:
<TABLE>
<CAPTION>
For the three months ended
March 31, 1999 March 31, 1998
----------------------------------------
(Dollars in thousands, except per share amounts)
<S> <C> <C>
Basic:
Net income $ 1,682 $ 1,930
Net income applicable to common stock 1,682 1,930
Average common shares - outstanding basic 6,193,054 6,790,266
Basic earnings per share $ .27 $ .28
Diluted:
Net income $ 1,682 $ 1,930
Average common shares - outstanding basic 6,193,054 6,790,266
Effect of dilutive securities:
Shares issuable upon exercise of
outstanding stock options and stock awards 127,770 247,100
Average common shares outstanding - diluted 6,315,824 7,037,366
Diluted earnings per share $ .27 $ .27
========================================
</TABLE>
6. Consolidated Statements of Shareholders' Equity:
The consolidated statement of shareholders' equity for the three month period
ending March 31, 1999 is as follows:
<TABLE>
<CAPTION>
Accumulated
Additional Unearned Unearned Other Total
Common Paid in Treasury ESOP RRP Comprehensive Retained Shareholders'
(Dollars in thousands) Stock Capital Stock Plan Shares Plan Shares Income (Loss) Earnings Equity
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at 12/31/98 $89 $86,467 $(32,255) $(5,520) $(2,431) $ 3,306 $59,560 $109,216
Net income - - - - - - 1,682 1,682
Change in compre-
hensive income,
net of tax - - - - - (1,532) - (1,532)
Treasury stock
purchased - - ( 2,950) - - - - (2,950)
Cash dividends - - - - - - ( 947) (947)
Stock awards and
options - - (47) - 254 - - 207
------------------------------------------------------------------------------------------------------
Balance at 3/31/99 $89 $86,467 $(35,252) $(5,520) $(2,177) $ 1,774 $60,295 $105,676
======================================================================================================
</TABLE>
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- ------- -----------------------------------------------------------------------
of Operations
-------------
General
- -------
The Company's and the Association's consolidated results of operations are
dependent primarily on net interest income, which is the difference between the
interest income earned on interest-earning assets, such as loans and
investments, and the interest expense incurred on interest-bearing liabilities,
such as deposits and other borrowings. The Company and the Association refer
hereinto collectively as the "Association". The Association also generates non-
interest income such as service fees and also generates data-processing fees
from its data-processing division. The Association's operating expense consists
primarily of employee compensation, occupancy expenses, federal deposit
insurance premiums, data processing expenses, and other general and
administrative expenses. The Association's results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory agencies.
Comparison of Financial Condition at March 31, 1999 and December 31, 1998
- -------------------------------------------------------------------------
The Association's total assets of $879.5 million at March 31, 1999 increased
$56.2 million or 6.8% from December 31, 1998. This increase was primarily
attributed to an increase in mortgage-related securities of $35.0 million
primarily funded by increased borrowings of $58.3 million in the first three
months of 1999.
Cash and fed funds increased $8.0 million or 34.0% to $31.5 million at March 31,
1999. These funds will be invested in investment and mortgage-related
securities.
Investment securities classified as available for sale increased $923,000 or
less than 1% to $164.0 million at March 31, 1999.
Mortgage-related securities classified as available for sale increased $35.0
million or 12.8% to $317.1 million at March 31, 1999. This was primarily due to
investment of borrowed funds from the Federal Home Loan Bank (the "FHLB") of
Pittsburgh. This was the result of management's continued emphasis on the
utilization of FHLB borrowings to fund asset growth, particularly investments in
mortgage-related securities. FHLB borrowings can be invested at yields higher
than the cost of borrowed funds, thereby increasing net interest income.
There were no securities held by the Association which were classified as `held
to maturity' or `held for trading' for either of the respective periods.
The following table presents details of the Association's investment securities
and mortgage-related securities as of
March 31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Available for sale securities: Cost Gains Losses Fair Value
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage-backed certificates $222,163 $2,489 $ (881) $223,771
Collateralized mortgage obligations 84,643 468 (776) 84,335
Marketable equity securities 35,458 2,312 (806) 36,964
US government agency debt 35,578 74 (175) 35,477
Corporate obligations 23,460 150 0 23,610
Municipal obligations 68,018 579 (617) 67,980
- ----------------------------------------------------------------------------------------------------------------------------
Total $469,320 $6,072 $(3,255) $472,137
============================================================================================================================
</TABLE>
8
<PAGE>
The following table presents details of the Association's investment securities
and mortgage-related securities as of
December 31, 1998 (dollars in thousands):
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Available for sale securities: Cost Gains Losses Fair Value
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage-backed certificates $183,312 $2,707 $ (291) $185,728
Collateralized mortgage obligations 87,913 821 (1,338) 87,396
Marketable equity securities 33,750 2,808 (530) 36,028
US government agency debt 58,689 858 (267) 59,280
Corporate obligations 27,457 345 - 27,802
Municipal obligations 39,863 154 (19) 39,998
- ----------------------------------------------------------------------------------------------------------------------------
Total $430,984 $7,693 $(2,445) $436,232
============================================================================================================================
</TABLE>
Loans receivable increased $6.4 million or 2.1% to $317.1 million at March 31,
1999. This was due to the Association's purchase and origination of mortgage
and consumer loans.
Education loans held for sale increased $2.7 million or 13.4% to $22.7 million
due to originations.
The following table presents details of the Association's loan portfolio
(dollars in thousands):
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
--------------------------------------------------
<S> <C> <C>
Mortgages:
One to four family residential $239,465 $239,648
Multi-family residential 4,622 5,293
Commercial 13,741 7,329
Construction and development 10,673 2,371
Consumer loans:
Home equity 51,817 54,953
Education loans held for sale 22,727 20,040
Other:
Loans on savings accounts 1,859 2,003
Unsecured personal loans and other 2,870 3,013
- --------------------------------------------------------------------------------------------------
Total 347,774 334,650
Less:
Undisbursed mortgage loans 5,568 1,350
Deferred loan fees 770 968
Allowance for losses 1,604 1,604
- --------------------------------------------------------------------------------------------------
Net loans $339,832 $330,728
===================================================================================================
</TABLE>
Accrued interest receivable increased $207,000 or 3.4% to $6.3 million at March
31, 1999. This was due to an increase in mortgage-related securities purchased
by proceeds from FHLB borrowings.
FHLB stock increased $2.4 million or 20.9% to $13.8 million at March 31, 1999.
The Association is required to own FHLB stock based upon levels of borrowings.
As the use of FHLB advances increases, the amount of required stock ownership
also increases.
Prepaid expenses and other assets increased $498,000 or 5.2% to $10.0 million at
March 31, 1999. This was primarily a result of the increase in miscellaneous
prepaid expenses.
Foreclosed assets increased $40,000 from December 31, 1998. The Association is
in the process of selling all foreclosed assets.
Total deposits decreased $1.7 million or 0.4% to $480.8 million at March 31,
1999.
9
<PAGE>
Borrowed funds increased $58.3 million or 26.2% to $280.9 million at March 31,
1999. This was the result of management's continued emphasis on the utilization
of FHLB borrowings to fund asset growth, particularly investments in mortgage-
related and investment securities. FHLB borrowings can be invested at yields
higher than the cost of the borrowed funds thereby increasing net interest
income.
Accrued interest payable increased $1.6 million or 100% to $3.2 million at March
31, 1999. This was a result of the timing of accrued interest payable being
credited to deposit accounts and increased FHLB borrowings.
Securities purchased and not settled of $4.0 million at March 31, 1999 were
municipal obligations and will settle in April, 1999.
Other liabilities decreased $813,000 or 20.4% to $3.2 million at March 31, 1999.
The change is primarily the result of the tax effect of the decreased
unrealized gains on available for sale securities.
Total shareholders' equity decreased $3.5 million or 3.2% to $105.7 million at
March 31, 1999. This was primarily due to the purchase of $3.0 million of
treasury stock, payment of $947,000 in cash dividends, and $1.5 million decrease
in accumulated other comprehensive income.
Comparison of the Consolidated Results of Operation for the Period of Three
- ---------------------------------------------------------------------------
Months Ended March 31, 1999 and 1998
- ------------------------------------
Net Income. Net income was $1.7 million for the period of three months ended
March 31, 1999, a decrease of $248,000 or 12.8% for the same period in 1998.
This was primarily due to a decrease in net interest income. Net interest
income decreased for the three months ending March 31, 1999 from the three
months ending March 31, 1998 due to compression in net interest rate spread.
Interest Income. Interest income totaled $13.3 million for the period of three
months ended March 31, 1999, a decrease of $696,000 or 5.0% compared to the
$14.0 million recorded for the period of three months ended March 31, 1998. The
decrease was primarily attributable to a decrease in the yield. The average
balances of interest-earning assets for the period of three months ended March
31, 1999 increased to $803.1 million, an increase of $27.7 million or 3.6%,
compared to the average balance of interest-earning assets of $775.4 million for
the same period in 1998. Weighted average yield on interest-earning assets for
the three month period ended March 31, 1999 was 6.93% compared to 7.24% for the
comparable period in 1998. This was due to a lower interest rate environment.
Interest on loans receivable decreased $339,000 or 5.2% to $6.2 million at March
31, 1999. The average balance increased slightly while the average yield
decreased from 7.83% to 7.37% due to prepayments on higher yielding loans.
Interest on mortgage related securities decreased $326,000 or 6.7% to $4.5
million at March 31, 1999. Average balances on mortgage-related securities
increased $18.3 million or 6.9% to $281.7 million while the yield decreased from
7.36% to 6.42%. This is due to prepayments on higher yielding securities.
Interest on investment securities decreased $82,000 or 3.3% for the period.
Interest on bank deposits increased $51,000 or 34.2% while the average balances
increased $3.5 million or 30.7% to $15.1 million for the three months ending
March 31, 1999.
Interest Expense. Total interest expense for the three month period ended March
31, 1999 was $7.8 million, an increase of $92,000 or 1.2%, compared to $7.7
million for the same period in 1998. Average balances of interest-bearing
liabilities was $697.9 million for the period of three months ended March 31,
1999 at a weighted average cost of 4.49% compared to average balance of $662.3
million at a weighted average cost of 4.67% for the period of three months ended
March 31, 1998. The increase in interest expense was primarily due to an
increase in the average balance of interest-bearing liabilities. Average
deposits increased $7.6 million or 1.7% to $450.9 million. The average rate
paid on deposits decreased from 4.16% to 3.93% due to the market environment.
Average borrowings increased $28.2 million or 13.0% to $245.4 million for the
quarter ending March 31, 1999. Management currently believes it is efficient to
fund asset growth through FHLB borrowings, rather than attempting to fund all
asset growth through increases in interest bearing deposits. Management
believes that FHLB borrowings can be invested at yields higher than the cost of
the borrowed funds thereby increasing net interest income. FHLB borrowings have
been reinvested in investment, mortgage related securities, and home equity
consumer loans.
Net Interest Income: Net interest income before provision for loan losses for
the period of three months ended March 31, 1999 was $5.5 million, a decrease of
$788,000 or 12.5%, compared to $6.3 million recorded for the same period in
1998.
Provision for Loan Losses: The provision for loan losses during the period of
three months ended March 31, 1999 was $60,000 as compared to $90,000 for the
same period in 1998. The provision reflects the overall increase in the
Association's loan portfolio primarily through continued purchases of
residential mortgage loans originated in areas outside
10
<PAGE>
the local lending area of the Association. Although the Association performs the
same underwriting criteria for purchased loans as it does for originated loans,
due to the recent nature of such purchases the Association does not have as much
loss experience data for such loans. The allowance for loan losses to total
loans and total non-performing loans and foreclosed assets was 0.46% and 76%,
respectively at March 31, 1999 and as compared to 0.42% and 81%, respectively at
March 31, 1998. The allowance for loan losses is maintained at an amount
management considers adequate to cover estimated losses on loans receivable
which are deemed probable and estimable based on information currently known to
management. While management believes the Association's allowance for loan
losses is sufficient to cover losses inherent in its loan portfolio at this
time, no assurances can be given that the Association's level of allowance for
loan losses will be sufficient to cover future loan losses incurred by the
Association, or that future adjustments to the allowance for loan losses will
not be necessary if economic and other conditions differ substantially from the
economic and other conditions analyzed by management to determine the current
level of the allowance for loan losses.
Non-interest Income: Non-interest income consists of service fees, gains and
losses on the sale of loans and securities, fees from data processing services
sold and other miscellaneous items. For the period of three months ended March
31, 1999 non-interest income was $819,000, compared to $807,000 recorded for the
same period in 1998.
Non-interest Expense. Total non-interest expense was $4.0 million for the
period ending March 31, 1999 and 1998.
Income Tax Expense. Income tax expense of $550,000 for the three months ended
March 31, 1999 resulted in an effective tax rate of 24.6%. The income tax
expense recorded for the period of three months ended March 31, 1998 of $1.0
million is an effective tax rate of 35.1%. This decrease in effective rate is
due to the purchases of bank qualified municipal bonds.
11
<PAGE>
Average Balance Sheets and Analysis of Net Interest Income
- ----------------------------------------------------------
Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
on the volume of interest-earning assets and interest-bearing liabilities and
the rates earned or paid on them. The following table presents certain
information relating to the Association's average consolidated statements of
financial condition and consolidated statements of income for the period of
three months ended March 31, 1999 and 1998. The yield and costs are derived by
dividing income or expense by the average balance of assets or liabilities,
respectively. Average balances are derived from daily average balances. The
average balance of loans receivable includes loans on which the Association has
discontinued accruing interest. The yields and costs include fees and expenses
which are considered adjustments to yield.
The following table presents average balances, yields on interest-earning
assets and average balances and costs of interest-bearing liabilities at March
31, 1999 and March 31, 1998 (dollars in thousands).
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999 Three Months Ended March 31, 1998
Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Interest-earning deposits and
short-term investments $ 15,073 $ 200 5.31% $ 11,531 $ 149 5.17%
Investment securities, net (1) (2) 156,221 2,209 7.10% 154,259 2,315 6.00%
Loans receivable, net (1) (3) 337,306 6,219 7.37% 335,153 6,558 7.83%
Mortgage-backed securities, net (1) 281,683 4,519 6.42% 263,402 4,845 7.36%
FHLB stock & other equity investments 12,778 196 6.14% 11,023 172 6.24%
-------------------------------------------------------------------------
Total interest-earning assets $803,061 $13,343 6.93% $775,368 $14,039 7.24%
Non-interest earning assets 39,227 34,634
----------- ---------
Total assets $842,288 $810,002
=========== =========
Liabilities and equity:
Interest-bearing liabilities:
Money market savings accounts $ 14,160 $ 104 2.94% $ 14,979 $ 91 2.43%
Passbook accounts 160,189 952 2.38% 161,067 1,099 2.73%
NOW accounts 33,546 150 1.79% 30,592 144 1.88%
Certificate accounts 242,975 3,229 5.32% 236,604 3,280 5.55%
-------------------------------------------------------------------------
Total $450,870 $ 4,435 3.93% $443,242 $ 4,614 4.16%
FHLB advances & other borrowings 245,377 3,385 5.52% 217,179 3,114 5.74%
Other 1,694 9 2.13% 1,898 9 1.90%
-------------------------------------------------------------------------
Total interest-bearing liabilities $697,941 $ 7,829 4.49% $662,319 $ 7,737 4.67%
Non-interest bearing liabilities 39,197 34,255
Shareholders' equity 105,150 113,428
------------ ---------
Total liabilities and shareholders'
equity $842,288 $810,002
=========== =========
Net interest rate spread (4) $ 5,514 2.44% $ 6,302 2.57%
Net interest margin (5) 3.03% 3.25%
Ratio of interest-earning assets to
interest-bearing liabilities 115.06% 117.07%
</TABLE>
(1) Average balance includes related assets available for sale and unamortized
discounts and premiums.
(2) Balance includes municipal obligations and yield stated is fully taxable
equivalent.
(3) Average balance is net of deferred loan fees, undisbursed loan funds,
discounts and premiums and estimated loan loss allowances and includes loans
held for sale and non-performing loans.
(4) Net interest rate spread represents the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by interest
earning assets on a fully taxable equivalent basis. Interest stated is
actual interest, however, yield reflects taxable equivalent basis.
12
<PAGE>
Allowance for Loan Losses
- -------------------------
The following table sets forth the changes in the allowance for loan losses for
the three months ended March 31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>
<S> <C>
Balance, December 31, 1998 $1,604
Provision for loan losses 60
Net charge-offs (60)
------
Balance, March 31, 1999 $1,604
======
</TABLE>
Non-Performing Assets
- ---------------------
The following table presents information regarding the Association's non-
performing assets at the dates indicated:
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------------------------
(dollars in thousands)
<S> <C> <C>
Non-performing loans:
Non-accrual loans $1,324 $1,115
Accruing loans which are contractually
past due 90 days or more - -
Restructured loans - -
- ----------------------------------------------------------------------------------------------------
Total non-performing loans $1,324 $1,115
Real estate owned 798 758
- ----------------------------------------------------------------------------------------------------
Total non-performing assets $2,122 $1,873
====================================================================================================
Non-performing loans as a % of gross loans receivable .61% .52%
Non-performing loans to total assets .24% .21%
Allowance for loan loss as a % of gross loans receivable .46% .42%
Allowance for loan loss to non-performing assets 76% 81%
</TABLE>
Liquidity and Capital Resources
- -------------------------------
The Association's primary sources of funds are deposits; principal and interest
payments on loans, mortgage-backed securities and mortgage-related securities;
proceeds from maturing investment securities; advances from the FHLB; and other
borrowed funds. While scheduled maturities of investments and amortizations of
loans are predictable sources of funds, deposit flows and prepayments on
mortgage loans and mortgage-backed and related securities are greatly influenced
by general interest rates, economic conditions and competition.
The Association is required to maintain an average daily balance of liquid
assets as a percentage of net withdrawable deposit accounts plus short-term
borrowings as defined by the Office of Thrift Supervision regulations. The
minimum required liquidity is currently 4%. The Association's liquidity for the
month of March 31, 1999 was 49.67% . The high levels of liquidity were due to
management's maintenance of higher than required levels of liquidity in order to
better manage interest rate risk by investing in investments that are eligible
to be included in liquidity calculations.
At March 31, 1999 the Association had commitments to originate and purchase
loans of $3.0 million and to purchase mortgage-backed securities of $47.0
million. The Association anticipates that it will have sufficient funds
available to meet these commitments.
At March 31, 1999 the Association's equity capital exceeded each of the OTS
capital requirements. OTS requires Tier I capital to adjusted assets of 4.00%
and the Association had 7.91%. Tier I capital to risk-based assets requirement
is 4.00% and the Association had 21.74%. The total capital to risk-based assets
requirement is 8.00% and the Association had 22.58%.
13
<PAGE>
Year 2000 Compliance
- --------------------
As the millennium (year 2000) approaches, the Company is increasingly aware of
the potential impact of the century date change on the Company's information
systems and the ability to conduct business in an uninterrupted and orderly
manner. The year 2000 presents a significant exposure to any company with date
sensitive data in its computer and environmental systems. An important business
issue has emerged regarding how existing application software programs and
operating systems can accommodate this date value. Many existing application
software products, including the Company's, were designed to accommodate a two
digit year. For example, "96" is stored on the system and represents 1996.
In 1998, the Company's data processing division, DataOne Financial Systems
(DataOne), began to address the risks associated with the coming millennium. A
full conversion of all data files and programs was successfully implemented in
January, 1999.
Additionally, the Company is utilizing internal resources to examine all
personal computer hardware and software and all other company environmental
systems that are dependent on embedded microchips to ensure Year 2000
compliance. The Company is conducting a Year 2000 compliance review of its
third-party vendors and service bureaus for its ancillary computer operations.
The Company expects all third party mission critical vendor testing and
validation to be completed by June 30, 1999. In addition, if significant
vendors fail to certify their Year 2000 compliance, the Company intends to
engage alternative vendors and suppliers. While the Company cannot estimate the
expenses associated with hiring new vendors and suppliers, management believes
that such expenses would not have a material impact on the Company's earnings.
The Company has expended approximately $200,000 to date on Year 2000 issues and
estimates it will incur additional costs of $100,000 to remediate its Year 2000
issues.
The Company believes it has an effective plan in place to resolve the Year 2000
issue in a timely manner and, thus far, activities have tracked in accordance
with the original timeline. The Company is in the process of modifying its
existing business resumption plans and is also developing contingency plans to
address potential risks in the event of Year 2000 failures, including non-
compliance by third parties. However, it should be noted that the Company
expects all third party mission critical vendor testing and validation to be
completed by June 30, 1999. Despite the Company's efforts to date to remediate
affected systems and develop contingency plans for potential risks, the Company
has not yet completed all activities associated with resolving its Year 2000
issues. Under the unlikely scenario that all implementation efforts are not
completed, the Company could be materially adversely affected as a result of not
being able to conduct its core business activities in a timely manner. In
addition, non-compliance by third parties (including loan customers) and
disruptions to the economy in general resulting from Year 2000 issues could also
have a undetermined negative impact on the Company.
The Company has made its customers aware of Year 2000 issues through the use of
account statement inserts in May of 1998 and has made additional information
available at all of our branch locations beginning in November, 1998.
Private securities Litigation Reform Act Safe Harbor Statement. In addition to
historical information, this report may include certain forward looking
statements based on current management expectations. The Company's actual
results could differ materially from those management expectations. Factors
that could cause future results to vary from current management expectations
include, but are not limited to, general economic conditions, legislative and
regulatory changes, monetary and fiscal policies of the federal government,
changes in tax policies, rates and regulations of federal, state and local tax
authorities, fiscal policies of the federal government, changes in tax policies,
rates and regulations of federal, state and local tax authorities, changes in
interest rates, deposit flows, the cost of funds, demand for loan products,
demand for financial services, competition, changes in the quality or
composition of the Company's loan and investment portfolios, changes in
accounting principles, policies or guidelines, and other economic, competitive,
governmental and technological factors affecting the Company's operations,
markets, products, services and prices. Further description of the risks and
uncertainties to the business are included in detail in Item 1, "Business" of
the Company's 1998 Form 10-K.
Other Developments
- ------------------
The Board of Directors declared a dividend of $.16 per share to stockholders of
record on May 7, 1999, payable on May 20, 1999.
14
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
There have been no material changes in information regarding quantitative and
qualitative disclosures about market risk from the information presented as of
December 31, 1998 (in the Company's Form 10-K) to March 31, 1999.
15
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
- ------- -----------------
None
Item 2. Changes in Securities and Use of Proceeds
- ------- -----------------------------------------
None
Item 3. Defaults upon Senior Securities
- ------- -------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The annual meeting of shareholders of GA Financial, Inc. was held on
April 28, 1999. Of 6,855,154 shares eligible to vote, 87.4%, or
5,991,926, were voted by proxy.
The shareholders elected the three nominees for directors, as
described in the proxy statement for the annual meeting. The results
for the re-election of Thomas E. Bugel as director were 5,829,727
shares or 97.3% in favor, and 162,199 shares or 2.7% withheld. The
results for the re-election of David R. Wasik as director were
5,815,873 shares or 97.1% in favor, and 176,053 shares or 2.9%
withheld. The other continuing directors are Joseph E. Bugel, Darrell
J. Hess, John M. Kish, John G. Micenko, Thomas M. Stanton, and Robert
J. Ventura. In addition, the Board of Directors at its reorganization
meeting elected Joseph E. Bugel, Director Emeritus.
The shareholders ratified the amendments to the GA Financial, Inc.
1996 Stock-Based Incentive Plan. The results were 5,370,584 shares or
90.0% in favor and 598,554 shares or 10.0% against, and 22,788
abstain.
Also, the shareholders ratified KPMG LLP as the independent auditors
of the Company for the fiscal year ending December 31, 1999. The
results were 5,916,272 shares or 98.9% in favor, and 64,701 shares or
1.1% against and 10,953 abstain.
Item 5. Other Information
- ------- -----------------
None
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
Exhibit 27 - Financial Data Schedule
16
<PAGE>
GA FINANCIAL, INC. AND SUBSIDIARIES
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.
GA FINANCIAL, INC.
-----------------------------------
(Registrant)
Date May 12, 1999 By /s/ John M. Kish
-------------------- -----------------
John M. Kish
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date May 12, 1999 By /s/ Raymond G. Suchta
--------------------- ---------------------
Raymond G. Suchta
Chief Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1999
FIRST QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,016
<INT-BEARING-DEPOSITS> 27,467
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 472,137
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 341,436
<ALLOWANCE> 1,604
<TOTAL-ASSETS> 879,477
<DEPOSITS> 480,799
<SHORT-TERM> 75,870
<LIABILITIES-OTHER> 12,132
<LONG-TERM> 205,000
0
0
<COMMON> 89
<OTHER-SE> 105,587
<TOTAL-LIABILITIES-AND-EQUITY> 879,477
<INTEREST-LOAN> 6,219
<INTEREST-INVEST> 7,124
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 13,343
<INTEREST-DEPOSIT> 4,435
<INTEREST-EXPENSE> 7,829
<INTEREST-INCOME-NET> 5,514
<LOAN-LOSSES> 60
<SECURITIES-GAINS> 84
<EXPENSE-OTHER> 4,041
<INCOME-PRETAX> 2,232
<INCOME-PRE-EXTRAORDINARY> 2,232
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,682
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
<YIELD-ACTUAL> 6.93
<LOANS-NON> 2,122
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,604
<CHARGE-OFFS> 60
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,604
<ALLOWANCE-DOMESTIC> 1,604
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
