<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the period ended March 31, 1998
[ ] Transition report under Section 13 or 15(d) of the Exchange Act for the
transition period from _____ to _____
Commission file number: 33-80855
GATEWAY BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-2202210
(State of Incorporation) (I.R.S. Employer Identification No.)
5102 Alabama Highway
Ringgold, Georgia 30736
(Address of principal executive offices)
(706) 965-5500
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Class
-----
<S> <C>
Common Stock, $5.00 par value 679,048
</TABLE>
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
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GATEWAY BANCSHARES, INC.
March 31, 1998 Form 10-QSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet .......................................... 3
Consolidated Statement of Income .................................... 4
Consolidated Statement of Cash Flows ................................ 5
Notes to Consolidated Financial Statements .......................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation ........... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .................................... 15
</TABLE>
* * * * *
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GATEWAY BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1998 December 31,
UNAUDITED 1997
-------------- -----------
<S> <C> <C>
ASSETS
Cash $ 336,327 $ 229,994
Due from banks 1,618,141 1,152,424
Federal funds sold 750,000 750,000
Securities available for sale 13,152,358 14,264,819
Securities held to maturity 746,299 944,986
Loans 21,792,215 17,195,468
Allowance for loan losses (210,000) (170,000)
----------- -----------
Net loans 21,582,215 17,025,468
Premises and equipment, net 1,716,414 1,725,463
Accrued interest 350,744 279,050
Other assets 225,939 239,181
----------- -----------
TOTAL ASSETS $40,478,437 $36,611,385
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 3,530,306 $ 3,306,847
Interest-bearing 29,341,105 26,804,361
----------- -----------
TOTAL DEPOSITS 32,871,411 30,111,208
Note payable- FHLB 1,000,000 -0-
Accrued interest 151,815 91,297
Other liabilities 63,241 48,467
----------- -----------
TOTAL LIABILITIES 34,086,467 30,250,972
----------- -----------
SHAREHOLDER'S EQUITY:
Common stock ($5 par value; 10,000,000 shares
authorized, 679,048 shares issued and outstanding) 3,395,240 3,395,240
Capital surplus 3,357,637 3,357,637
Accumulated deficit (359,470) (407,329)
Unrealized losses on investment securities
available for sale, net of deferred tax or tax benefit (1,437) 14,865
----------- -----------
TOTAL SHAREHOLDER'S EQUITY 6,391,970 6,360,413
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $40,478,437 $36,611,385
=========== ===========
</TABLE>
See notes to financial statements.
3
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GATEWAY BANCSHARES, INC.
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------
1998 1997
-------- ---------
<S> <C> <C>
REVENUE FROM EARNING ASSETS:
Loans $555,655 $ -0-
Interest on investment securities:
Taxable securities 170,840 73,018
Nontaxable securities 694 -0-
Interest on federal funds sold 28,548 6,698
Interest on deposits in other banks -0- 177
-------- ---------
TOTAL REVENUE FROM EARNING ASSETS 755,737 79,893
-------- ---------
INTEREST EXPENSE:
Interest on deposits 349,703 -0-
Interest on notes payable 322 -0-
-------- ---------
TOTAL INTEREST EXPENSE 350,025 -0-
-------- ---------
NET INTEREST INCOME: 405,712 79,893
Provision for loan losses 40,000 -0-
-------- ---------
NET INTEREST INCOME:
After Provision For Loan Losses 365,712 79,893
-------- ---------
NON INTEREST INCOME:
Service charges 22,914 -0-
Insurance commissions 848 -0-
Investment securities gains 604 -0-
Other income 6,154 -0-
-------- ---------
TOTAL NONINTEREST INCOME 30,520 -0-
-------- ---------
NONINTEREST EXPENSES:
Salaries and employee benefits 177,067 97,002
Occupancy expense 24,002 9,249
Furniture and equipment expense 24,296 2,948
Other operating expenses 123,008 32,125
-------- ---------
TOTAL NONINTEREST EXPENSES 348,373 141,324
-------- ---------
Loss before income taxes 47,859 (61,431)
Income tax (provision) benefit -0- -0-
-------- ---------
NET INCOME (LOSS) $ 47,859 $ (61,431)
======== =========
EARNINGS (LOSS) PER COMMON SHARE - BASIC
AND DILUTED
Net income (loss) per common share $ .07 $ (.09)
Weighted average common shares outstanding 679,048 679,048
</TABLE>
See notes to financial statements.
4
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GATEWAY BANCSHARES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1998 1997
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 47,859 $ (61,431)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for loan losses 40,000 -0-
Provision for depreciation and amortization 27,533 3,065
Amortization of investment security
premiums and accretion of discounts (13,512) (21,765)
Realized gains on sale on investment securities (604) -0-
Deferred tax provision -0- -0-
Increase in accrued interest receivable (71,694) -0-
Increase in accrued interest payable 60,518 -0-
Other 35,607 (18,696)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES 125,707 (98,827)
----------- -----------
INVESTING ACTIVITIES:
Net increase in loans (4,596,747) -0-
Proceeds from maturities of securities 3,959,325 2,700,000
Proceeds from sales of securities available for sale 3,296,460 -0-
Purchase of available for sale securities (5,905,318) (2,286,974)
Purchase of held to maturity securities (49,970) -0-
Capital expenditures (17,610) (665,302)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (3,313,860) (252,276)
----------- -----------
FINANCING ACTIVITIES:
Net decrease in demand deposits, NOW accounts,
and savings accounts (4,345,015) -0-
Net increase in certificates of deposit 7,105,218 -0-
Borrowing under line of credit 1,000,000 209,968
Issuance of common stock -0- -0-
Stock issue costs -0- -0-
Payments to organizers -0- -0-
Payments on line of credit -0- -0-
Retirement of common stock -0- -0-
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,760,203 209,968
----------- -----------
Net decrease in cash and cash equivalents 572,050 (141,135)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,132,418 880,615
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,704,468 $ 739,480
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 289,507 $ -0-
Income taxes -0- -0-
</TABLE>
See notes to financial statements.
5
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GATEWAY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
March 31, 1998
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Gateway
Bancshares, Inc., and its wholly-owned subsidiary, Gateway Bank & Trust. All
significant intercompany accounts and transactions have been eliminated in
consolidation. Certain items in prior period's financial statements have been
reclassified to conform with the current financial statement presentation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. 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 of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 1998 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Company's annual financial
report filed under cover Form 10-KSB for the year ended December 31, 1997.
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Organization
Gateway Bancshares, Inc., (the "Company") was formed to become a bank holding
company to acquire all the stock of a new bank in Ringgold, Georgia, called
Gateway Bank & Trust (the "Bank").
The Company is a one-bank holding company which provides a full range of banking
services to individual and business customers in the Catoosa County, Georgia and
surrounding areas through its wholly owned subsidiary, the Bank. The Bank
received preliminary charter approval on December 11, 1995 and a permit to begin
business on April 21, 1997. The Bank was granted a charter by the Georgia
Department of Banking and Finance, and began full operation on April 21, 1997.
The Company is funding operations from deposits and from capital raised through
the issue of its common stock in 1996. Further discussion of the Company's
financial condition and results of operations is included in the Company's
consolidated financial statements presented in the Company's annual report on
Form 10-KSB for the year ended December 31, 1997.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited, continued)
Premises and Equipment
Premises and equipment are stated at cost less depreciation of $115,026. The
provision for depreciation charged to expense for the three months ended March
31, 1998 was $26,659.
Pre-Opening, Organization and Stock Offering Costs
Organization costs are primarily consulting, legal and regulatory fees related
to the incorporation and initial organization of the Company and the Bank.
Pre-opening costs are initial expenses incurred to prepare the Bank to commence
business as a financial institution. Organization costs have been capitalized
and are being amortized on a straight-line basis over five years. Stock offering
costs were charged to additional paid-in capital when the stock offering was
completed during the second quarter of 1996.
Income Taxes
The Company and the Bank are subject to federal and state income taxes. No taxes
have been paid because of operating losses incurred during the pre-opening
stage. No taxes have been accrued during the first quarter of 1998 as the
valuation allowance has been released against current taxable income. The
Company has a remaining valuation allowance of $29,749 at March 31, 1998
Net Income (Loss) Per Common Share
Net income (loss) per common share is based on the number of shares outstanding
for the periods presented.
NOTE 3 - INVESTMENT SECURITIES
The Company applied the accounting and reporting requirements of Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities ("SFAS 115"). This pronouncement requires that all
investments in debt securities be classified as either "held-to-maturity"
securities, which are reported at amortized cost; trading securities, which are
reported at fair value, with unrealized gains and losses included in earnings;
or "available-for-sale" securities, which are reported at fair value, with
unrealized gains and losses excluded from earnings and reported in a separate
component of Shareholder's equity (net of deferred tax effect).
At March 31, 1998, the Company had net unrealized losses of $ 2,245 in
available-for-sale securities which are reflected in the presented assets and
resulted in a decrease in Shareholder's equity of $1,437, net of deferred tax
asset. There were no trading securities. The net decrease in shareholder's
equity as a result of the SFAS 115 adjustment at March 31, 1998 was $16,302.
NOTE 4 - NOTES PAYABLE
In January, 1998, the Company obtained a $1 million loan from the Federal Home
Loan Bank. The note requires monthly interest payments at an interest rate of
5.72%. Principal is due in full on January 13, 2003. The note is secured by
specifically identified single family first mortgage loans.
7
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited, concluded)
NOTE 5 - RECENTLY ISSUED ACCOUNTING STANDARDS
Effective for years ending after December 15, 1998, SFAS No. 130, "Reporting
Comprehensive Income" was issued by FASB which establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. The Statement requires that an
enterprise classify items of other comprehensive income by their nature in the
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and additional paid in capital in the
equity section of a statement of financial position. Management does not believe
that the adoption of SFAS 130 will have a material impact on the Company's
consolidated financial statements.
Effective for years ending after December 15, 1998, SFAS 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" was issued by FASB
which standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain other
disclosures previously required. Management does not believe that the adoption
of SFAS 132 will have a material impact on the Company's consolidated financial
statements.
Part I.- Financial Information
Item 2. Management's Discussion and Analysis or Plan of Operation
This discussion is intended to assist in an understanding of the Company's
financial condition and results of operations. This analysis should be read in
conjunction with the financial statements and related notes appearing in Item 1
of the March 31, 1998 Form 10-QSB and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the Year ended December 31,
1997 appearing in the Company's Form 10-KSB.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB and the
exhibits hereto which are not statements of historical fact constitute forward
looking statements within the meaning of the Private Securities Litigation
Reform Act (the "Act"). In addition, certain statements in future filings by the
Company with the Securities and Exchange Commission, in press releases, and in
oral and written statements made by or with the approval of the Company which
are not statements of historical fact constitute forward looking statements
within the meaning of the Act. Examples of forward-looking statements include
but are not limited to: (1) projections of revenues, income or loss, earnings or
loss per share, the payment or non-payment of dividends, capital structure and
other financial items; (2) statements of plans and objectives of the Company or
its management or Board of Directors, including those relating to products or
services; (3) statements of future economic performance' and (4) statements of
assumptions underlying such statements. Words such as "believes," "anticipates,"
"expects," "intends," "targeted," and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements.
8
<PAGE> 9
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: (1) the strength of the U.S. economy
in general and the strength of the local economies in which operations are
conducted; (2) the effects of and changes in trade monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; (3) inflation, interest rate, market and monetary
fluctuations; (4) the timely development of and acceptance of new products and
services and perceived overall value of these products and services by users:
(5) changes in consumer spending, borrowing, and saving habits; (6)
technological changes; consumer spending, borrowing and saving habits; (7)
acquisitions; (8) the ability to increase market share and control expenses; (9)
the effect of changes in laws and regulations (including laws and regulations
concerning taxes, banking, securities and insurance) with which the Company and
its subsidiary must comply; (10) the effect of changes in accounting policies
and practices, as may be adopted by the regulatory agencies, as well as the
Financial Accounting Standards Board; (11) changes in the Company's
organization, compensation, and benefit plans; (12) the costs and effects of
litigation and of unexpected or adverse outcomes in such litigation; and (13)
the success of the Company at managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
EARNINGS SUMMARY
The Company's net income for the quarter ended March 31, 1998 was $47,859 which
compares to a net loss of $61,431 for the same period in 1997. The increase in
net income resulted from the growth in the Company's loan and deposit base since
opening April 21, 1997. Prior to opening, the Company's only source of revenues
was interest on proceeds from its initial stock offering which was insufficient
to cover its start up costs and other overhead.
RESULTS OF OPERATIONS
INTEREST INCOME
Interest income on loans and investment securities is the principal source of
the Company's earnings stream. Fluctuations in interest rates as well as volume
and mix changes in earning assets materially affect interest income. Interest
income was $755,737 for the first quarter 1998, compared to interest income of
$79,893 for the same period in 1997. The increase in interest income resulted
from the increase in its loan and investment portfolios.
INTEREST EXPENSE
Interest expense on deposits for the first quarter 1998 was $350,025. In the
first quarter 1997, the Company reported no interest expense. The increase in
interest expense relates to the increase in customer deposits since opening
April 21, 1997 as well as the $1,000,000 note from the Federal Home Loan Bank
obtained in January, 1998.
9
<PAGE> 10
ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
PROVISION FOR LOAN LOSSES
The provision for loan losses represents the charge against current earnings
necessary to maintain the reserve for loan losses at a level which management
considers appropriate. This level is determined based upon management's
assessment of current economic condition, the composition of the loan portfolio
and the levels of nonaccruing and past due loans. The provision for loan losses
was $40,000 for the three months ended March 31, 1998. The reserve for loan
losses as a percent of outstanding loans, net of unearned income, was .96
percent at March 31, 1998 compared to .99 percent at year-end 1997.
NON-INTEREST EXPENSE
Non-interest expense totaled $348,373 for first quarter 1998, and $141,324 for
1997. The increase reflects the hiring of additional staff, occupancy, furniture
and fixtures, and other expenses necessary for the operation of the Company.
INCOME TAXES
The Company's net operating losses of approximately $451,000 and valuation
allowance incurred to date are expected to be utilized in the current and
subsequent years to offset future taxable income.
FINANCIAL CONDITION
EARNING ASSETS
The Company's earning assets include loans, investment securities and federal
funds sold. The mix of earning assets reflects management's attempt to maximize
interest income while maintaining acceptable levels of risk.
NON-EARNING ASSETS
Non-earning assets include premises and equipment of $1,716,414 at March 31,
1998, a decrease of $9,049 from December 31, 1997. The decrease results
primarily from depreciation provided for those assets that have been placed in
service.
The Company began leasing the site for the Bank beginning in September, 1996, at
the rate of $1,707 per month. The lease term is for a maximum of fifty years,
including extensions after the initial twenty-year period, and subject to
certain conditions after the initial forty-year period.
Accrued interest was $350,744 at March 31, 1998, an increase of $71,694 from
December 31, 1997. The increase is due to related increases in earning assets
since year end 1997.
Other assets consist of the organization costs of the Company and the Bank and
the deferred tax asset. Organization costs are primarily consulting, legal and
regulatory fees related to the incorporation and initial organization of the
Company and the Bank. Organization costs have been capitalized and are amortized
on a straight line basis over a period of five years. The deferred tax asset
consists primarily of tax benefits related to the net operating losses and will
be realized as the Company generates taxable income.
10
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ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD
The composition of the Company's investment securities portfolio reflects the
Company's investment strategy of maximizing portfolio yields subject to risk and
liquidity considerations. The primary objectives of the Company's investment
strategy are to maintain an appropriate level of liquidity and provide a tool to
assist in controlling the Company's interest rate position while at the same
time producing adequate levels of interest income. For securities classified as
available for sale, it is the intention to hold such securities for the
foreseeable future except for providing funds for increases in loan demand.
Management of the maturity of the portfolio is necessary to provide liquidity
and to control interest rate risk.
Investment securities and federal funds sold decreased $1,311,148 or 9.4 percent
from December 31, 1997 to March 31, 1998. The decrease is due to the use of
proceeds from sales of investments to fund loan growth during the period. The
investment securities portfolio is adjusted to make various term investments, to
provide a source of liquidity and to serve as collateral to secure certain
government deposits. Investment securities at March 31, 1998 were $13,898,657
compared with $15,209,805 at December 31, 1997, reflecting a decrease of
$1,311,148. There was no change in the federal funds sold balance at March 31,
1998 compared to December 31, 1997.
LOANS
Loans comprised the single largest category of the Company's earning assets on
March 31, 1998. At March 31, 1998, the Company had outstanding loans amounting
to $21,582,215 net of its reserve for loan losses, or 53.3% of total assets,
compared to net loans of $17,025,468, or 46.5% of total assets at December 31,
1997. The Company will continue to search for loan opportunities in its market
area while assuming acceptable levels of risk.
ASSET QUALITY
Asset quality is measured by three key ratios: The ratio of loan loss allowance
to total nonperforming assets (defined as nonaccrual loans, loans past due 90
days or greater, restructured loans, nonaccruing securities, and other real
estate), nonperforming assets to total assets, and nonperforming assets to total
loans. At March 31, 1998 and December 31, 1997, the Company had no nonperforming
loans. Although the Company will undoubtedly have some nonperforming loans in
the future, there is nothing that would indicate that overall asset quality is
prone to material erosion in future periods.
DEPOSITS
At March 31, 1998, the Company had outstanding deposits of $32,871,411, compared
to a balance of $30,111,208 at December 31, 1997. Deposits are the Company's
primary source of funds with which to support its earning assets. Non-interest
bearing deposits increased from $3,306,847 at December 31, 1997 to $3,530,306 at
March 31, 1998. Time deposits of $100,000 or more increased by $3,769,781.
11
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ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
LIABILITIES
Liabilities consisted primarily of accrued interest payable and miscellaneous
accounts payable at March 31, 1998 and at December 31, 1997.
SHAREHOLDERS' EQUITY
Shareholders' equity increased $31,557 from December 31, 1997 to March 31, 1998,
due to net earnings of $47,859 and the decrease in unrealized gains or losses on
securities available for sale totaling $16,302, net of deferred tax liability.
YEAR 2000
The Bank utilizes and is dependent upon data processing systems and software to
conduct its business. Management has initiated a Year 2000 project to prepare
the Company's computer systems and applications for the Year 2000. The approach
of the Year 2000 presents a problem in that many computer programs have been
written using two digits rather than four to define the applicable year. Any of
the Company's programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the Year 2000. This could result in
internal system failure or miscalculation, and also creates risk for the Company
from third parties with whom the Company deals on financial transactions. The
Company is conducting a comprehensive review of its computer systems to identify
the systems that could be affected by the Year 2000, and has developed an
implementation plan to resolve the issue. The Company believes that, since a
majority of our equipment is less than three years old, the Year 2000 problem
will not pose significant operational problems. The Company is not purchasing
any new software products or engaging in any new contracts unless the products
and counterparts are Year 2000 compliant. Maintenance, testing, and modification
costs will be expensed as incurred, while the costs of new software or hardware
will be capitalized and amortized over their useful lives. The Company does not
expect the amounts required to be expensed to resolve Year 2000 issues to have a
material effect on its financial position or results of operations. However,
there can be no assurance that the systems of third parties upon which the
Bank's business relies will be Year 2000 compliant on a timely basis. The
failure of the Bank's computer system or applications or those operated by third
parties could have a material adverse effect on the Company's result of
operations and financial condition.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY MANAGEMENT
Liquidity is defined as the ability of a company to convert assets into cash or
cash equivalents without significant loss. Liquidity management involves
maintaining the Bank's ability to meet the day-to-day cash flow requirements of
its customers, whether they are depositors wishing to withdraw funds or
borrowers requiring funds to meet their credit needs. Without proper liquidity
management, the Bank would not be able to perform the primary function of a
financial intermediary and would, therefore, not be able to meet the production
and growth needs of the communities it serves.
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ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
The primary function of assets and liabilities management is not only to assure
adequate liquidity in order for the Bank to meet the needs of its customer base,
but also to maintain an appropriate balance between interest-sensitive assets
and interest-sensitive liabilities so that the Bank can also meet the investment
requirements of its shareholders. Daily monitoring of the sources and uses of
funds is necessary to maintain an acceptable cash position that meets both
requirements. In the banking environment, both assets and liabilities are
considered sources of liquidity funding and both are, therefore, monitored on a
daily basis.
The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments or sales of investment and trading account securities.
Outstanding loans that mature in one year or less, excluding outstanding credit
card debt equaled approximately 14.6 million at March 31, 1998. Investment
securities maturing in one year or less equaled 1.2 million. Other sources of
liquidity include short-term investments such as federal funds sold and maturing
interest-bearing deposits with other banks.
The liability portion of the balance sheet provides liquidity through various
customers' interest-bearing and non interest-bearing deposit accounts. At the
end of first quarter 1998, funds were also available through the purchase of
federal funds from correspondent commercial banks. Purchases can be made from
available lines of up to an aggregate of $2.6 million. Liquidity management
involves the daily monitoring of the sources and uses of funds to maintain an
acceptable cash position.
In an effort to maintain and improve the liquidity position of the Bank,
management made application for membership with the FHLB of Atlanta. As a member
of the FHLB, the Bank would improve its ability to manage liquidity and reduce
interest rate risk by having a funding source to match longer term loans. As or
March 31, 1998, the balance of the note payable was $1,000,000.
CAPITAL RESOURCES
A strong capital position is vital to the profitability of the Company because
it promotes depositor and investor confidence and provides a solid foundation
for future growth of the organization. The Company has provided for its capital
requirements with proceeds from its initial stock offering in 1996 and through
the retention of earnings.
FEDERAL CAPITAL STANDARDS
Regulatory capital guidelines take into consideration risk factors, as defined
by regulators, associated with various categories of assets, both on and off the
balance sheet. Under the guidelines, capital strength is measured in two tiers
which are used in conjunction with risk-adjusted assets to determine the
risk-based capital ratios. Tier I capital, which consists of common equity less
goodwill, amounted to 5.57 million at March 31, 1998. Tier II capital components
include supplemental capital components such as qualifying allowance for loan
losses and qualifying subordinated debt. Tier I capital plus the Tier II capital
components is referred to as
13
<PAGE> 14
ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
Total Risk-Based capital and was 5.78 million at March 31, 1998. The percentage
ratios as calculated under FDICIA guidelines were 13.76 percent and 17.32
percent for Tier I and Total Risk-based capital, respectively, for the three
months ended March 31, 1998. Both levels exceeded the minimum ratios of four
percent and eight percent, respectively. Management has reviewed and will
continue to monitor the Company's asset mix and product pricing, and the loan
loss allowance, which are the areas determined to be most affected by these
requirements.
Other important indicators of capital adequacy in the banking industry are the
leverage ratio and the tangible leverage ratio. The leverage ratio is defined as
the ratio that the Bank's shareholders equity minus goodwill bears to total
assets minus goodwill. The tangible leverage ratio is defined as the Bank's
shareholders equity minus all intangibles, divided by total assets minus all
intangibles. The Bank's leverage ratios as of March 31, 1998 exceeded the
regulatory minimum requirements which are generally 3% plus an additional
cushion of at least 100-200 basis points depending on risk profiles and other
factors.
DBF CAPITAL REQUIREMENT
In addition to the capital standards imposed by federal banking regulators, the
DBF imposed its 8% primary capital ratio as a condition to the approval of the
Bank's charter. This requirement, which exceeds the FDIC capital requirements,
is calculated as the ratio of total equity to total assets, each as adjusted for
unrealized gains and losses on securities and allowance for loan losses. This
heightened requirement will continue through the first three years of the Bank's
operation, at which time the Bank will be subject to a 6% capital ratio. At
March 31, 1998, the capital ratio as calculated under the DBF standard was
16.3%. As of March 31, 1998 the Bank was in compliance with the 8% requirement.
14
<PAGE> 15
ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION- CONTINUED
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Page number
-------------- ---------------------- -----------
<S> <C> <C>
3.1 Articles of Incorporation* N/A
3.2 Bylaws* N/A
4.1 Instruments Defining Rights of Security Holders. See
Articles of Incorporation at Exhibit 3.1 hereto and
Bylaws at Exhibit 3.2 hereto. N/A
10.1 Ground Lease Agreement by and between Gateway
Bancshares, Inc. and Ringgold Mining and
Manufacturing Company, dated as of May 1, 1996** N/A
10.2 Escrow Agreement by and between First Tennessee Bank,
National Association and Gateway Bancshares, Inc. (In
Organization), dated December 15, 1995.* N/A
11 Computation of Earnings Per Share 17
27 Financial Data Schedule (for the SEC use only)
</TABLE>
* Incorporated herein by reference to exhibit of same number in the Company's
Registration Statement on Form SB-2, registration No. 33-80855, filed December
20, 1995.
** Incorporated herein by reference to exhibit of same number in the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended March
31, 1998.
15
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 8, 1997
GATEWAY BANCSHARES, INC.
/s/ Robert G. Peck
-------------------------------------
Robert G. Peck,
President and CEO
(Duly authorized officer)
/s/ Harle B. Green
-------------------------------------
Harle B. Green,
Chairman and Chief Financial Officer
(Principal Financial Officer)
16
<PAGE> 1
EXHIBIT 11 - Computation of Earnings per Share
The following tabulation presents the calculation of primary and fully diluted
earnings per common share for the three month periods ended March 31, 1998 and
1997.
<TABLE>
<CAPTION>
THREE MONTHS Three Months
ENDED Ended
MARCH 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Reported net income (loss) $47,859 $(61,431)
======= ========
Earnings (loss) on common shares $47,859 $(61,431)
======= ========
Weighted average common shares outstanding 679,048 679,048
======= ========
Loss per common share - primary and fully diluted
Loss from continuing operations $ .07 $ (.09)
======= ========
Net income (loss) $ .07 $ (.09)
======= ========
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,954,468
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 750,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,152,358
<INVESTMENTS-CARRYING> 746,299
<INVESTMENTS-MARKET> 749,000
<LOANS> 21,792,215
<ALLOWANCE> (210,000)
<TOTAL-ASSETS> 40,478,437
<DEPOSITS> 32,871,411
<SHORT-TERM> 0
<LIABILITIES-OTHER> 215,056
<LONG-TERM> 1,000,000
0
0
<COMMON> 3,395,240
<OTHER-SE> 2,996,730
<TOTAL-LIABILITIES-AND-EQUITY> 40,478,437
<INTEREST-LOAN> 555,655
<INTEREST-INVEST> 171,534
<INTEREST-OTHER> 28,548
<INTEREST-TOTAL> 755,737
<INTEREST-DEPOSIT> 349,703
<INTEREST-EXPENSE> 350,025
<INTEREST-INCOME-NET> 405,712
<LOAN-LOSSES> 40,000
<SECURITIES-GAINS> 604
<EXPENSE-OTHER> 348,373
<INCOME-PRETAX> 47,859
<INCOME-PRE-EXTRAORDINARY> 47,859
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,859
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
<YIELD-ACTUAL> 9.60
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 170,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 210,000
<ALLOWANCE-DOMESTIC> 210,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
