UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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 0-24468
Guthrie Savings, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1452383
(State or other jurisdiction of IRS Employer
incorporation or organization) Identification Number
120 NORTH DIVISION, GUTHRIE, OKLAHOMA 73044
(Address and Zip Code of principal executive offices)
(405) 282-2201
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registration (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 [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, as of August 9. 1996:
$.01 par value common stock 460,159 shares
(Class) (Outstanding)
<PAGE>
GUTHRIE SAVINGS, INC.
INDEX
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of March 31, 1996 and
June 30, 1996 (unaudited) 1
Statements of Income for the Three Months Ended
June 30, 1995 and 1996 (unaudited) 2
Statement of Cash Flows for the Three Months
Ended June 30, 1995 and 1996 (unaudited) 3-4
Notes to Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults in Senior Securities 13
Item 4. Submission of matters to a vote of security holders 13
Item 5. Other Information 13
Item 6(a). Exhibits 13
Item 6(b). Reports on Form 8-K 14
SIGNATURES 15
<PAGE>
GUTHRIE SAVINGS, INC.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30,
March 31, 1996
1996 (unaudited)
ASSETS ------------- -----------
Cash and cash equivalents
<S> <C> <C>
Interest bearing $ 989,674 $ 730,228
Non-interest bearing 412,435 207,623
Held-to-maturity investment securities 9,750,531 9,500,203
Available-for-sale investment securities 2,133,093 2,096,212
Mortgage-backed securities held to maturity 9,428,366 11,024,565
Loans receivable, net 22,971,565 23,209,011
Accrued income receivable 363,528 374,465
Real estate owned and other
repossessed property, net 0 0
Office properties and equipment, net 627,836 621,541
Prepaid expenses and other assets 110,845 127,938
Prepaid income taxes 31,758 0
----------- -----------
$46,819,631 $47,891,786
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $36,310,860 $35,592,069
FHLB line of credit and advances 2,000,000 4,200,000
Advances from borrowers for taxes and insurance 40,298 59,987
Dividend payable 222,740 0
Deferred income 61,143 59,777
Accrued expenses and other liabilities 78,784 68,679
Income taxes
Deferred 57,151 41,245
Current 0 40,242
----------- -----------
38,770,976 40,061,999
----------- -----------
Stockholders' Equity
Preferred stock, $.01 par value; 1,000,000
shares authorized, no shares outstanding 0 0
Common stock, $.01 par value; 3,000,000 shares
authorized; 515,125 shares issued and outstanding 5,151 5,151
Additional paid-in capital 4,765,516 4,765,516
Retained income (substantially restricted) 4,222,553 4,354,765
Treasury Stock, at cost (30,498 shares at March 31,1996
and 54,966 shares at June 30, 1996) (409,078) (739,396)
Unamortized stock acquired by Employee Stock Ownership Plan (350,285) (350,285)
Unamortized stock acquired by Management Stock Bonus Plan (175,286) (165,173)
Net unrealized gain (loss) on available-for-sale securities (9,916) (40,791)
----------- -----------
Total Stockholders' Equity 8,048,655 7,829,787
----------- -----------
$46,819,631 $47,891,786
=========== ===========
</TABLE>
Page 1
<PAGE>
GUTHRIE SAVINGS, INC.
Consolidated Statements of Income
<TABLE>
<CAPTION>
Three Months Ended
June 30,
------------------------------
1995 1996
------------ -----------
(Unaudited) (Unaudited)
INTEREST INCOME
<S> <C> <C>
Interest on loans $ 517,078 $ 519,997
Interest and dividends
on investment securities 174,961 205,039
Interest on mortgage-
backed securities 148,396 155,469
---------- ----------
Total interest income 840,435 880,505
---------- ----------
INTEREST EXPENSE
Deposits 432,296 394,141
Borrowed money 9,423 38,422
---------- ----------
Total interest expense 441,719 432,563
---------- ----------
Net interest income 398,716 447,942
PROVISION FOR LOSSES
ON LOANS 594 485
---------- ----------
Net interest income
after provision for loan losses 398,122 447,457
---------- ----------
NON-INTEREST INCOME
Service charges and late fees 41,388 44,413
Other income 5,952 6,993
Gain (Loss) from real estate operations 118,629 1,301
---------- ----------
165,969 52,707
---------- ----------
NON-INTEREST EXPENSE
Compensation and related expenses 135,895 148,262
Occupancy expense 13,995 11,367
Professional fees 22,960 28,380
Federal insurance premium 20,812 20,882
Data processing 19,708 22,933
Bank charges 13,856 15,097
Other expense 52,672 49,032
---------- ----------
279,898 295,953
---------- ----------
Income before income taxes 284,193 204,211
INCOME TAX EXPENSE 87,000 72,000
---------- ----------
Net income $ 197,193 $ 132,211
========== ==========
EARNINGS PER SHARE $ .41 $ .30
========== ==========
DIVIDENDS PER SHARE -- --
</TABLE>
Page 2
<PAGE>
GUTHRIE FEDERAL SAVINGS BANK
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
1995 1996
---------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 197,193 $ 132,211
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 12,046 9,024
FHLB Stock dividend 0 (9,900)
Decrease (increase) in accrued interest receivable 58,650 (10,937)
Increase (decrease) in accrued and deferred
income taxes 87,000 72,000
Increase (decrease) in accrued expenses (6,873) (10,104)
Amortization of premiums and discounts
on investments and loans 8,829 2,779
Amortization of deferred gain on sale of real estate owned (12,043) (1,366)
Provision for losses on loans and real estate owned 594 485
Gain on sale of real estate owned (106,613) 0
Amortization related to ESOP and MSBP 0 10,113
(Increase) decrease in other assets 14,062 (17,093)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 252,845 177,212
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net loan (originations) and principal payments
on loans held for investment 445,635 (233,066)
Principal repayments on mortgage-backed securities 380,865 375,509
Acquisition of mortgage-backed investment securities 0 (1,978,539)
Acquisition of held to maturity investment securities 0 (500,000)
Maturity of held to maturity investment securities 0 750,000
Proceed from sale of real estate acquired in settlement of loans 167,359 0
Acquisition of fixed assets 0 (2,729)
Other net (5,919) 0
----------- -----------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 987,940 (1,588,825)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 2,103,438 (719,276)
Net increase (decrease) in escrow accounts 25,887 19,689
Proceeds from FHLB advance 0 3,700,000
Repayments of FHLB advance (1,700,000) (1,500,000)
Cash dividend paid 0 (222,740)
Purchase of treasury stock 0 (330,318)
Purchase of management stock bonus plan shares 0 0
----------- -----------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES $ 429,325 $ 947,355
----------- -----------
Page 3
<PAGE>
Consolidated Statements of Cash Flow (Continued)
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $1,670,110 $ (464,258)
BEGINNING CASH AND CASH EQUIVALENTS 1,090,473 1,402,109
---------- ----------
ENDING CASH AND CASH EQUIVALENTS $2,760,583 $ 937,851
========== ==========
SUPPLEMENTAL DISCLOSURES Cash paid for:
Interest on deposits and advances $ 430,087 $ 386,534
Income taxes 0 0
Loans to finance sale of real estate
acquired through foreclosure 9,000 0
</TABLE>
Page 4
<PAGE>
GUTHRIE SAVINGS, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements were prepared in
accordance with the instructions for Form 10-QSB and, accordingly, do
not include all information and disclosures necessary to present
financial condition, results of operations and cash flows of Guthrie
Savings, Inc. (the "Company") and its wholly-owned subsidiary, Guthrie
Federal Savings Bank (the "Bank") in conformity with generally accepted
accounting principles. However, all normal recurring adjustments have
been made which, in the opinion of management, are necessary for the
fair presentation of the financial statements.
The results of operation for the three month period ended June 30, 1996
are not necessarily indicative of the results which may be expected for
the year ending March 31, 1997.
2. Mutual - To - Stock Conversion
On February 8, 1994, the Board of Directors of the Bank adopted a Plan
of Conversion to convert from a state chartered mutual savings and loan
association to a federally chartered stock savings bank with the
concurrent formation of Guthrie Savings, Inc. to act as a holding
company of the Bank (the "Conversion").
At the date of conversion, October 11, 1994, the Company completed the
sale of 515,125 shares of common stock, $.01 par value, through
concurrent subscription and community offerings at $10.00 per share.
Included in the total shares outstanding are 41,210 shares which were
purchased by the Bank's ESOP at $10.00 per share. Net proceeds from the
conversion, after recognizing conversion expenses and underwriting
costs of $382,975 were $4,768,275. From the net proceeds, the company
used $2,384,138 to purchase all of the capital stock of the Bank and
$412,100 to fund the purchase of 41,210 shares of the company stock by
the ESOP.
Subsequent to the conversion, neither the Bank nor the Company may
declare or pay cash dividends on any of their shares of common stock if
the effect would be to reduce stockholders' equity below applicable
regulatory capital requirements or if such declaration and payment
would otherwise violate regulatory requirements. Additionally, the Bank
may not declare or pay a cash dividend to the Company if the effect
would cause the net worth of the Bank to be reduced below the amount
required for the liquidation account (amounting to $3,410,000 as of
date of conversion).
Page 5
<PAGE>
3. Investment Securities
A summary of the Bank's investment securities as of March 31, 1996 and
June 30, 1996 is as follows:
<TABLE>
<CAPTION>
Market Value
March 31, June 30, June 30,
1996 1996 1996
----------- ----------- -----------
Held-to-maturity:
Bonds, notes and debentures:
<S> <C> <C> <C>
United States Treasuries $ 1,550,531 $ 800,203 $ 803,125
Government Agency Securities 8,200,000 8,700,000 8,558,831
----------- ----------- -----------
Total held-to-maturity 9,750,531 9,500,203 9,361,956
----------- ----------- -----------
Available-for-sale:
Debt securities:
Government Agency Securities 1,500,000 1,500,000 1,395,778
Net unrealized loss (55,065) (104,222) 0
----------- ----------- ----------
1,444,935 1,395,778 1,395,778
----------- ----------- ----------
Equity securities:
Stock in U.S. Savings League 55,000 55,000 97,416
Stock in Federal Home Loan Bank 592,300 602,200 602,200
Other, at fair value 818 818 818
Net unrealized gain (loss) 40,040 42,416 0
----------- ----------- ----------
688,158 700,434 700,434
----------- ----------- -----------
Total available-for-sale 2,133,093 2,096,212 2,096,212
----------- ----------- -----------
Total Investment Securities $11,883,624 $11,596,415 $11,458,168
=========== =========== ===========
</TABLE>
4. Mortgage-Backed Securities
All of the Bank's mortgage-backed securities are classified as
held-to-maturity. A summary of the Bank's mortgage-backed securities as
of March 31, 1996 and June 30, 1996 is as follows:
<TABLE>
<CAPTION>
Market Value
March 31, June 30, June 30,
1996 1996 1996
------------ ------------ -------------
Mortgage-Backed Securities (Held-to-Maturity):
<S> <C> <C> <C>
GNMA-ARM's $ 3,669,165 $ 3,482,445 $ 3,516,311
FNMA-ARM's 937,910 892,874 885,483
FHLMC-ARM's 1,561,354 1,509,480 1,509,009
FHLMC-fixed rate 1,554,924 1,514,492 1,489,743
GNMA-fixed rate 454,441 439,875 450,029
FNMA-fixed rate 905,840 884,421 865,271
Collateralized mortgage obligation
-Govt. Agency 200,897 2,161,503 2,161,792
------------ ------------ -------------
9,284,531 10,885,090 10,877,638
Unamortized premiums 155,454 150,533
Unearned discounts (11,619) (11,058)
------------ -------------
Total Mortgage-Backed Securities
(Held-to-Maturity) $ 9,428,366 $ 11,024,565 $ 10,877,638
============ ============= =============
</TABLE>
Page 6
<PAGE>
5. Loan Receivable, Net
A summary of the Bank's loans receivable at March 31, 1996 and June 30,
1996 is as follows:
<TABLE>
<CAPTION>
March 31, June 30,
1996 1996
----------- -----------
Mortgage loans:
<S> <C> <C>
Secured by one to four family residences $17,905,894 $17,525,939
Secured by other properties 1,495,642 1,981,173
Construction loans 1,490,250 1,608,395
Other 578,004 541,218
----------- -----------
21,469,790 21,656,725
Less:
Unearned discounts and loan fees (76,607) (78,025)
Undisbursed loan proceeds (506,148) (681,551)
Allowance for loan losses (286,567) (286,567)
----------- -----------
Total mortgage loans 20,600,468 20,610,582
----------- -----------
Consumer and other loans:
Loans on deposits 507,757 461,642
Home equity and second mortgage 895,782 1,082,692
Other 1,072,203 1,153,155
----------- -----------
2,475,742 2,697,489
Less:
Undisbursed loan proceeds (23) (25)
Allowances for loan losses (104,622) (99,035)
----------- -----------
Total consumer and other loans 2,371,097 2,598,429
----------- -----------
Net Loans Receivable $22,971,565 $23,209,011
=========== ===========
</TABLE>
A summary of the Bank's allowance for loan losses for the periods
indicated is as follows:
Three Months Ended
June 30,
------------------------------
1995 1996
-------- --------
Balance, beginning $539,436 $391,189
Provision charged
to operations 594 485
Loans charged off,
net of recoveries (138) (6,072)
-------- --------
$539,892 $385,602
======== ========
Page 7
<PAGE>
6. Real Estate Owned or in Judgement, Including In-Substance Foreclosures
and Other Repossessed Property:
As of June 30, 1996 and March 31, 1996 the Company has no real estate
owned or other repossessed property.
7. Financial Instruments With Off Balance-Sheet Risk/Commitments
The bank is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financial needs of
its customers and to reduce its own exposure to fluctuations in
interest rates. These financial instruments include commitments to
extend credit and commitments to sell investments. These instruments
involve, to varying degrees, elements of credit and interest rate risk
in excess of the amount recognized in the Statement of Financial
Condition. The contract or notional amounts of those instruments
reflect the extent of involvement the Bank has in particular classes of
financial instruments.
The Bank's exposure to credit loss in the event of non-performance by
the other party to the financial instrument for loan commitments is
represented by the contractual notional amount of those instruments.
The Bank uses the same credit policies in making commitments as it does
for on-balance-sheet instruments.
At June 30, 1996, the Bank had outstanding commitments to fund real
estate loans of $66,000. This $66,000 in commitments is for two fixed
rate loans, $32,000 at a rate of 8.75% and $34,000 at 8.00%.
8. Earnings Per Share
Earnings per share for the three months ended June 30, 1995 was
computed by dividing net income by the weighted average number of
common shares outstanding of 475,975, which is adjusted for unallocated
shares acquired by the Employee Stock Ownership Plan.
Earnings per share for the three months ended June 30, 1996 was
computed by dividing net income by the weighted average number of
common shares outstanding of 443,613, which is adjusted for unallocated
shares acquired by the Employee Stock Ownership Plan and Treasury Stock
repurchased.
Page 8
<PAGE>
Guthrie Savings, Inc.
Part I - Financial Information
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
General:
Guthrie Savings, Inc. (the "Company") was organized in May 1994 as the
holding company for Guthrie Federal Savings Bank (the "Bank"). The Company
issued its common stock in a Subscription and Community Offering in connection
with the conversion of Guthrie Federal Savings Bank from a federally chartered
mutual savings and loan association to a federally chartered stock savings bank
and the issuance of all of the Bank's outstanding capital stock to the Company.
The Offering closed on October 11, 1994 with the issuance of 515,125 shares of
common stock in Guthrie Savings, Inc.
Apart from the operations of the Bank, the Company did not engage in
any significant operations during the quarter ended June 30, 1996. The Bank is
primarily engaged in the business of accepting deposits from the general public
and using these funds to originate traditional real estate loans on one-to-four
family dwellings along with consumer loans. When deposits inflow exceeds loan
demand, the Bank will also purchase mortgage-backed securities and investment
securities.
Management Strategy:
Management's strategy has been to enhance earnings and profitability
and increase capital while maintaining asset quality. The Bank's lending
strategy has historically focused on the origination of traditional one-to-four
family mortgage loans with the primary emphasis on single family residences in
the Logan County area. Its secondary focus has been on consumer loans, second
mortgage loans and deposit loans and when available funds exceed loan demand,
the purchase of mortgage-backed securities and investment securities. This
focus, along with the adherence to underwriting standards, is designed to reduce
the risk of loss on the loan portfolio. The lack of diversification in its loan
portfolio structure does increase the Bank's portfolio concentration risk by
making the value of the portfolio more susceptible to declines in real estate
values in its market area. Management has made an effort to mitigate this risk
through the acquisition of mortgage-backed securities.
Page 9
<PAGE>
Results of Operations: Comparison of the three months ended June 30, 1995 and
1996.
Net income decreased $64,982 or 32.95% from $197,193 for the three
months ended June 30, 1995 to $132,211 for the three months ended June 30, 1996.
This decrease was primarily the result of a decrease in profit from the sale of
real estate owned property.
Net interest income before provision for losses on loans, for the three
months ended June 30, 1996 increased $49,226 or 12.35% compared to the three
months ended June 30, 1995, from $398,716 to $447,947. This increase was mainly
due to decreased costs of deposits and matching spreads on investments and
borrowings. These spreads were locked in at the same base rate and maturity
dates to insure that the spread on the earnings and cost were in place for the
term of the securities. Interest expense on deposits decreased by $38,155 or
8.83%, due to the combination of the maturity of a promotional account started
in April 1995, and the lowering of passbook and Demand Deposit Account rates.
This decrease in interest on deposits was offset by an increase in interest
expense on borrowed money of $28,999. Components of total interest income
changed due to related changes in the balance sheet structure. Interest income
increased $40,070 due to new purchases of investment and mortgage backed
securities.
Provision for loan losses decreased from $594 for the three months
ended June 30, 1995 to $485 for the three months ended June 30, 1996. This
decrease was based on management's evaluation of the adequacy of the allowance
for loan losses. During the quarter ended June 30, 1996 management did not
increase the allowance for losses on loans through the provision account as the
allowance was considered adequate based on the evaluation of the portfolio and
the level of delinquencies.
Non-interest income decreased $113,262 or 68.24% from $165,969 for the
three months ended June 30, 1995 to $52,707 for the three months ended June 30,
1996. This decrease was primarily due to a gain on sale of real owned property
of $106,613 during the three months ended June 30, 1995. There was an increase
in fee income received, during the three months ended June 30, 1996, due to
activity in secondary loan market.
Non-interest expense increased $16,055 or 5.74% from $279,898 for the
three months ended June 30, 1995 to $295,953 for the three months ended June 30,
1996. The primary source for the increase in non-interest expense was due to the
increase in compensation expenses. Compensation expense increased primarily due
to the accrual of MSBP expense.
Page 10
<PAGE>
Liquidity and Capital Resources:
The Bank is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of U. S.
Government, federal agency and other investments having maturities of five years
or less. Current Office of Thrift Supervision ("OTS") regulations require that
the bank maintain liquid assets of not less than 5% of its average daily balance
of net withdrawable deposit accounts and borrowings payable in one year or less.
Guthrie's liquidity ratio was 19.65% at June 30, 1996. Management manages its
liquidity ratio to meet its funding needs for deposit outflows, loan principal
disbursements, operating expenses, and disbursements of payments collected from
borrowers for taxes and insurance. The Bank also manages its liquidity ratio to
meet its asset/liability management objectives.
The Bank's primary sources of funds are deposits, amortization and
prepayment of loans and mortgage-backed securities, maturities of investment
securities and funds provided by operations. In addition the Bank may borrow
funds from time to time from the Federal Home Loan Bank of Topeka. At June 30,
1996 the Bank had $500,000 borrowed on its line of credit from the Federal Home
Loan Bank. The available line of credit currently is set at $2,500,000 with an
adjustable interest rate. The Bank draws against the line to met current
liquidity needs. Besides the line of credit the Bank has a fixed rate advance of
$1,700,000 and $2,000,000 in adjustable rate advances at the Federal Home Loan
Bank of Topeka.
Scheduled loan repayments and maturing investment securities are a
relatively predictable source of funds. However, savings deposit flows and
prepayments of loans and mortgage-backed securities are influenced significantly
by changes in market interest rates, economic conditions and competition.
Management strives to manage the pricing of its deposits to maintain the
required projected cash needs. In some instances though, advances and lines of
credit provide lower incremental costs of funds than pricing deposits to attract
the new funds.
The Bank invests its excess funds in overnight deposits with the
Federal Home Loan Bank of Topeka, which generally provides liquidity to meet
lending requirements and savings withdrawal funding requirements. When
warranted, cash in excess of immediate funding needs is invested into
longer-term investments and mortgage-backed securities which typically earn a
higher yield than overnight deposits, some of which may also qualify as liquid
investments under current OTS regulations. At June 30, 1996 cash and cash
equivalents were $937,851 down from $1,402,109 at March 31, 1996. The primary
reason for this decrease is due an increase in the funding of loan originations
and investment securities.
Page 11
<PAGE>
The Bank is required to maintain specified amounts of capital pursuant
to the Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") and regulations promulgated by OTS thereunder. The capital standards
generally require the maintenance of regulatory capital sufficient to meet a
tangible capital requirement, a core capital requirement, and a risk-based
capital requirement. These standards require financial institutions to have
minimum regulatory capital equal to 1.5% of tangible assets; minimum core
capital equal to 3.0% of adjusted tangible assets; and risk-based capital equal
to 8.0% of risk-based assets. At June 30, 1996 the Bank's capital requirements
and actual capital under the OTS regulations are as follows:
Amount Percent
(thousands) of Assets
----------- ---------
Tangible capital:
Actual $ 6,472 13.51%
Required 719 1.50%
------- ------
Excess $ 5,753 12.01%
======= =====
Core capital:
Actual $ 6,472 13.51%
Required 1,438 3.00%
------- ------
Excess $ 5,034 10.51%
======= =====
Risk-based capital:
Actual $ 6,715 34.52%
Required 1,556 8.00%
------- ------
Excess $ 5,159 26.52%
======= ======
Page 12
<PAGE>
GUTHRIE SAVINGS, INC.
Part II - Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting held July 18, 1996, the following items were
submitted to a vote of stockholders:
1. James V. Seamans was elected as director. The results of the vote
are as follows:
Votes for Votes Withheld
--------- --------------
James V. Seamans 395,569 650
William L. Cunningham, H. Stephen Ochs, A.R. Powell Jr., and Keith
Camerer are directors for the Company.
2. Ratification of Regier Carr & Monroe, L.L.P. as the Company's
auditors for the fiscal
1997 year.
Votes for 392,599
Votes Against 3,000
Votes Abstaining 620
Item 5. Other Information
Due to a disparity in the capitalization of federal deposit
insurance funds, effective September 30, 1995 the FDIC lowered the
insurance premium for members of the Bank Insurance Fund ("BIF") to
a range of between 0.04% and 0.31% of deposits while maintaining a
range of between 0.23% and 0.31% of deposits of the Savings
Association Insurance Fund ("SAIF"). Additionally, effective
January 1996, the total annual insurance premium for most BIF
members was lowered to $2,000. These reductions in insurance
premiums for BIF members place SAIF members, such as the Bank, at a
material competitive disadvantage to BIF members. Proposals under
consideration for addressing this disparity include a possible
one-time assessment on deposits of 0.85% on SAIF members,
sufficient to recapitalize SAIF to a level that would approach that
of BIF. While there can be no assurance that this or any other
proposal will be effected, a one-time assessment could have an
adverse impact on the Bank's results of operations. Based on
outstanding deposits as of June 30, 1996, a 0.85% assessment would
result in expense to the Bank of approximately $303,000 on a
pre-tax basis.
Page 13
<PAGE>
In connection with the consideration of the BIF/SAIF disparity,
various bills have been introduced in congress which would call for
eventual combination of the insurance funds and would address the
tax deductibility of a proposed one-time assessment. Certain bills
introduced call for a conversion of the thrift charter into a bank
charter. The tax impact of elimination of the thrift charter could
be significant if it resulted in recapture of existing tax bad debt
reserves in excess of those allowed for banks. As of March 31,
1996, tax bad debt reserves for which no deferred or current tax
liability has been accrued amounted to approximately $1,300,000.
Item 6.(a) Exhibit 11-Statement regarding computation of Earnings Per Share
Included in exhibit 11 is detail on computation of earnings per
share.
Item 6.(b) Reports on Form 8 - K
Form 8-K was filed April 12, 1996. The report stated that the
Registrant announced that its Board of Directors had adopted a
stock repurchase program that authorizes the repurchase of up to 5%
of the outstanding shares of common stock before October 11, 1996.
A press release dated April 12, 1996 was included as Exhibit 99.
Page 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GUTHRIE SAVINGS, INC.
Date August 9, 1996 By /s/ William L. Cunningham
----------------- -------------------------
William L. Cunningham
President and Chief Executive Officer
(Duly Authorized Representative)
By /s/ Kimberly D. Walker
------------------
Kimberly D. Walker
Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT 11
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
June 30,
-----------------------------
1995 1996
--------- ----------
Weighted average common
shares outstanding 515,125 515,125
Average unallocated ESOP
shares (39,150) (35,029)
Weighted average treasury
shares purchased (36,483)
Common stock equivalents 475,975 443,613
========= =========
Net earnings $ 197,193 $ 132,211
========= =========
Per share amount $ .41 $ .30
========= =========
Earnings per share have been computed on the treasury stock method.
Beginning with the completed stock offering date of October 11, 1994, the
Company accounts for the 41,210 shares acquired by the Employee Stock Ownership
Plan ("ESOP") in accordance with Statement of Position 93-6. In accordance with
this statement, shares controlled by the ESOP are not considered in the weighted
average shares outstanding until the shares are committed for allocation.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> MAR-31-1996 MAR-31-1997
<PERIOD-END> MAR-31-1996 JUN-30-1996
<CASH> 412,435 207,623
<INT-BEARING-DEPOSITS> 989,674 730,228
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 19,178,897 20,524,768
<INVESTMENTS-CARRYING> 19,178,897 20,524,768
<INVESTMENTS-MARKET> 19,067,395 20,239,594
<LOANS> 23,945,532 24,354,214
<ALLOWANCE> (391,189) (385,602)
<TOTAL-ASSETS> 46,819,631 47,891,786
<DEPOSITS> 36,310,860 35,592,069
<SHORT-TERM> 0 2,200,000
<LIABILITIES-OTHER> 460,116 269,930
<LONG-TERM> 2,000,000 2,000,000
0 0
0 0
<COMMON> 5,151 5,151
<OTHER-SE> 8,043,504 7,824,636
<TOTAL-LIABILITIES-AND-EQUITY> 46,819,631 47,891,786
<INTEREST-LOAN> 2,087,326 591,997
<INTEREST-INVEST> 1,329,061 360,508
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 3,416,387 880,505
<INTEREST-DEPOSIT> 1,741,666 394,141
<INTEREST-EXPENSE> 1,761,090 432,563
<INTEREST-INCOME-NET> 1,655,297 447,942
<LOAN-LOSSES> (131,875) 485
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 1,094,581 295,953
<INCOME-PRETAX> 893,968 204,211
<INCOME-PRE-EXTRAORDINARY> 584,958 132,211
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 584,958 132,211
<EPS-PRIMARY> 1.25 0.30
<EPS-DILUTED> 1.25 0.30
<YIELD-ACTUAL> 3.75 3.94
<LOANS-NON> 624,000 741,000
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 870,000 881,000
<LOANS-PROBLEM> 977,000 807,000
<ALLOWANCE-OPEN> 526,000 391,189
<CHARGE-OFFS> (135,000) 9,283
<RECOVERIES> 0 3,696
<ALLOWANCE-CLOSE> 391,000 385,602
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 275,768 270,569
</TABLE>
