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United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2003

Commission File Number: 0-22269

GS Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Louisiana 72-1341014
(State or Other Jurisdiction (IRS Employer ID Number)
of Incorporation or Organization)  

 

3798 Veterans Blvd.

Metairie, LA 70002

(Address of Principal Executive Offices)

Registrant's Telephone Number: (504) 457-6220

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.

x Yes No

As of May 13, 2003, there were 1,381,391 shares of the Registrant’s common stock outstanding. The financial statements contained within this Form 10-Q for the three months ended March 31, 2003 and 2002 represent the consolidated financial position and results of operations of GS Financial Corp.

 

GS Financial Corp.

 

Form 10-Q

 

Three Months ended March 31, 2003

 

Table of Contents

Part I - Financial Information
     
Item 1 Financial Statements  
     
  Consolidated Balance Sheets  
  (as of March 31, 2003, Unaudited and December 31, 2002, Audited)

3

     
  Consolidated Statements of Income  
  (For the three months ended March 31, 2003 and 2002, Unaudited)

4

     
  Consolidated Statements of Changes in Stockholders’ Equity  
  (For the three months ended March 31, 2003 and 2002, Unaudited)

5

     
  Consolidated Statements of Cash Flows  
  (For the three months ended March 31, 2003 and 2002, Unaudited)

6-7

     
  Notes to Consolidated Financial Statements

7-12

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

12-16

     
Item 3 Quantitative and Qualitative Disclosures about Market Risk

16

Item 4 Controls and Procedures

17

Part II - Other Information

17

     
Item 1 Legal Proceedings

17

     
Item 2 Changes in Securities and Use of Proceeds

17

     
Item 3 Defaults Upon Senior Securities

17

Item 4 Submission of Matters to a Vote of Security Holders

17

     
Item 5 Other Information

18

     
Item 6 Exhibits and Reports on Form 8-K

18

     

 

GS FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

ASSETS

March 31, 2003
December 31, 2002

(Unaudited)

(Audited)
Cash and Due from Banks

$

2,345

$

1,584

Interest-Bearing Deposits in Other Banks

3,547

9,578

Federal Funds Sold

1,815

2,190

Investment Securities

81,690

55,091

Loans (Net)

75,448

78,334

Mortgage-Backed Securities

534

569

Collateralized Mortgage Obligations

34,874

53,066

FHLB Stock

5,495

5,461

Accrued Interest Receivable

521

642

Premises and Equipment

2,648

2,668

Other Assets

921

846

Total Assets

$

209,838

$

210,029

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Interest-Bearing Deposits

$

117,715

$

105,907

Non-Interest Bearing Deposits

1,438

1,306

Borrowings

56,416

66,392

Other Liabilities

2,082

2,040

Total Liabilities

177,651

175,645

STOCKHOLDERS' EQUITY
Common Stock & Additional Paid in Capital

34,160

34,074

Treasury Stock

(30,050)

(27,695)

Accumulated Other Comprehensive Income

1,807

2,028

Unearned ESOP Stock

(1,013)

(1,083)

Unearned RRP Trust Stock

(1,274)

(1,274)

Other Stockholders' Equity

28,557

28,334

Total Stockholders' Equity

32,187

34,384

Total Liabilities and Stockholders' Equity

$

209,838

$

210,029

 

GS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, except per share data)
(Unaudited)

For The Three Months
Ended March 31,

2003

2002
INTEREST INCOME (from)
Loans

$

1,480

$

1,575

Mortgage-Backed Securities

10

13

Investment Securities

553

467

Collateralized Mortgage Obligations

495

950

Other Interest Income

72

65

Total Interest Income

2,610

3,070

INTEREST EXPENSE (on)
Deposits

778

630

FHLB Advances

830

1,079

Total Interest Expense

1,608

1,709

NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES

1,002

1,361

PROVISION FOR LOAN LOSSES

-

4

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES

1,002

1,357

NON-INTEREST INCOME
Gain on Investments

573

-

Other Income

20

24

Total Non-Interest Income

593

24

OTHER EXPENSES
Compensation and Benefits

715

630

Net Occupancy Expense

113

105

Other Expenses

301

234

Total Other Expenses

1,129

969

INCOME BEFORE TAX EXPENSE

466

412

INCOME TAX EXPENSE

91

84

NET INCOME

$

375

$

328

BASIC EARNINGS PER SHARE

$

.29

$

.23

DILUTED EARNINGS PER SHARE

$

.28

$

.23

 

GS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For The Three Months Ended March 31, 2003, and 2002

(Dollars in Thousands)
(Unaudited)

Unearned

Accumulated

Additional

Unearned

RRP

Other

Total

Common
Stock

Paid in
Capital

Treasury
Stock

ESOP
Stock

Trust
Stock

Retained
Earnings

Comprehensive
Income (Loss)

Stockholders'
Equity
BALANCE AT
DECEMBER 31, 2001

$ 34

$ 33,911

$ (25,179)

$ (1,365)

$ (1,477)

$ 27,639

$ 1,845

$ 35,408

Net Income for Quarter
Ended Mar. 31, 2002

-

-

-

-

-

328

-

328

Other Comprehensive
Income Net of
Applicable Deferred
Income Taxes

-

-

-

-

-

-

(258)

(258)

Purchase of Treasury Stock

-

-

(192)

-

-

-

-

(192)

ESOP Compensation Earned

-

65

-

71

-

-

-

136

Cash Dividends Paid

-

-

-

-

-

(149)

-

(149)

BALANCE AT
March 31, 2002

$ 34

$ 33,976

$ (25,371)

$ (1,294)

$ (1,477)

$ 27,818

$ 1,587

$ 35,273

==

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BALANCE AT

DECEMBER 31, 2002

$ 34

$ 34,040

$ (27,695)

$ (1,083)

$ (1,274)

$ 28,334

$ 2,028

$ 34,384

Net Income for Quarter
Ended Mar. 31, 2003

-

-

-

-

-

375

-

375

Other Comprehensive
Loss Net of
Applicable Deferred
Income Taxes

-

-

-

-

-

-

(221)

(221)

Purchase of Treasury Stock

-

-

(2,355)

-

-

-

-

(2,355)

ESOP Compensation Earned

-

86

-

70

-

-

-

156

Cash Dividends Paid

-

-

-

-

-

(152)

-

(152)

BALANCE AT
March 31, 2003

$ 34

$ 34,126

$ (30,050)

$ (1,013)

$ (1,274)

$ 28,557

$ 1,807

$ 32,187

==

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GS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

For The Three Months
Ended March 31,

2003

2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income

$

375

$

328

Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation

35

40

Discount Accretion Net of Premiums Amortized

13

(295)

Provision for Loan Losses

-

4

Net Loan Fees

1

(1)

Dividend on ARM Fund

(253)

(180)

Dividend on IMF Fund

(3)

(4)

Dividend on UST Fund

-

(29)

Non-Cash Dividend - FHLB

(34)

(39)

ESOP Expense

134

112

RRP Expense

37

37

Gain on Sale of Investments

(573)

-

Increase in Prepaid Income Taxes - Current

1

18

Changes in Deferred Income Tax

23

23

Changes in Operating Assets and Liabilities:
Decrease in Accrued Interest Receivable

121

24

Increase in Deferred Charges

(68)

(56)

Increase in Accrued Income Tax

91

65

Increase in Other Liabilities

28

32

Increase in Other Assets

(13)

(8)

Net Cash (Used in) Provided by Operating Activities

(85)

71

CASH FLOWS FROM INVESTING ACTIVITIES
Net Investment in Adjustable Rate Mutual Fund $

(25,939)

$

(13,878)

Purchase of CMOs

(11,562)

(5,606)

Proceeds from Maturities of CMOs

22,091

17,402

Investment in FHLMC Preferred Stock

-

(492)

Proceeds from sale of CMOs

7,481

-

Investment in Other Equity Investments

-

(107)

Proceeds from Maturities of Mortgage-Backed Securities

39

104

Net Loan Repayments

2,885

566

Purchases of Premises and Equipment

(11)

(15)

Investment in Real Estate Held for Investment

-

(1)

Net Cash Used in Investing Activities

(5,016)

(2,027)

GS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Dollars in Thousands)
(Unaudited)

For The Three Months
Ended March 31,

2003

2002
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits

$

11,985

$

5,298

Purchase of Treasury Stock

(2,355)

(192)

Payment of Cash Stock Dividends

(152)

(149)

Net Decrease in Advance Payments by Borrowers for
Taxes and Insurance

(46)

(157)

Net Decrease in FHLB Advances

(9,976)

(3,404)

Net Cash (Used in) Provided by Financing Activities

(544)

1,396

DECREASE IN CASH AND CASH EQUIVALENTS

(5,645)

(560)

CASH AND CASH EQUIVALENTS – January 1,

13,352

8,638

CASH AND CASH EQUIVALENTS – March 31,

$

7,707

$

8,078

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GS Financial Corp. (the Company) was organized and incorporated under the laws of the State of Louisiana on December 24, 1996, for the purpose of becoming the holding company of Guaranty Savings and Homestead Association (the Association). The Association is a state-chartered savings and loan association whose primary regulators are the Office of Thrift Supervision (OTS) and Louisiana Office of Financial Institutions (OFI).

The accompanying financial statements represent the consolidated financial position, results of operations and cash flows of the Company. The accompanying financial statements were prepared in accordance with instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments, consisting only of normally recurring accruals, which, in the opinion of management are necessary for a fair presentation of the financial statements, have been included.

The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003. The unaudited consolidated financial statements and the notes included herein should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2002.

(2) EMPLOYEE STOCK OWNERSHIP PLAN

The GS Financial Employee Stock Ownership Plan (ESOP) purchased 275,080 shares of the Company's common stock on April 1, 1997 financed by a loan from the Company. The loan is secured by those shares not yet allocated to plan participants. At March 31, 2003, there were 108,318 unallocated shares and the balance of the loan was $1.3 million. The Association bears the cost of the ESOP as compensation expense which is based on principal and interest payments on the corresponding debt as well as the market value of the stock. Compensation expense related to the ESOP was $134,000 for the three months ended March 31, 2003, compared to $112,000 for the three months ended March 31, 2002. The increase was attributable to the rise in the market value of the stock.

(3) EARNINGS PER SHARE AND PAYMENTS OF DIVIDENDS

Earnings per share are computed using the weighted average number of shares outstanding as prescribed in Statement of Financial Accounting Standard ("SFAS") 128. In accordance with SFAS 128, the average weighted shares outstanding were approximately 1.3 million for the three months ended March 31, 2003, and 1.4 million shares for the three months ended March 31, 2002, basic and diluted. For the three months ended March 31, 2003, earnings per common share were $.29 basic, and $.28 diluted, compared to $.23 for the three months ended March 31, 2002 (basic and diluted). During the three months ended March 31, 2003 and 2002, the Company declared and paid cash dividends in the amount of $.10 and $.09 per common share, respectively.

(4) INVESTMENT SECURITIES

(Dollars in thousands)

March 31, 2003

December 31, 2002
                 
 

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
                 
US Government and                
  Agency Obligations

$

801

$

910

$

801

$

917

ARM Mutual Fund  

58,117

 

58,123

 

31,924

 

31,963

IMF Mutual Fund  

415

 

422

 

412

 

419

FHLMC Common Stock  

16

 

850