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United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2003 Commission File Number: 0-22269

GS Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

Louisiana 72-1341014
(State of Incorporation) (IRS Employer Identification Number)



3798 Veterans Blvd.
Metairie, LA 70002
(Address of Principal Executive Offices)

 

(504) 457-6220
(Registrant's Telephone Number, including area code)

 

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 ___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No ___


As of November 14, 2003, there were 1,304,780 shares of the Registrant’s common stock outstanding. The financial statements contained within this Form 10-Q for the three and nine months ended September 30, 2003 and 2002 represent the consolidated financial position and results of operations of GS Financial Corp.

 

GS Financial Corp.

Form 10-Q

Quarterly Period Ended September 30, 2003

Table of Contents

Part I - Financial Information
     
Item 1 Financial Statements  
     
  Consolidated Balance Sheets  
  (as of September 30, 2003, Unaudited and December 31, 2002, Audited)

3

     
  Consolidated Statements of Income  
  (For the three and nine months ended September 30, 2003 and 2002, Unaudited)

4

     
  Consolidated Statements of Changes in Stockholders’ Equity  
  (For the nine months ended September 30, 2003 and 2002, Unaudited)

5

     
  Consolidated Statements of Cash Flows  
  (For the nine months ended September 30, 2003 and 2002, Unaudited)

6-7

     
  Notes to Consolidated Financial Statements

7-11

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

11-15

     
Item 3 Quantitative and Qualitative Disclosures about Market Risk

15

Item 4 Controls and Procedures

15

Part II - Other Information

15

     
Item 1 Legal Proceedings

15

     
Item 2 Changes in Securities and Use of Proceeds

15

     
Item 3 Defaults Upon Senior Securities

15

Item 4 Submission of Matters to a Vote of Security Holders

15

     
Item 5 Other Information

15

     
Item 6 Exhibits and Reports on Form 8-K

15-16

     

 

GS Financial Corp.

Consolidated Balance Sheets

(Dollars In Thousands)

September 30, 2003

December 31, 2002

(Unaudited)

(Audited)
Assets
Cash & Due from Banks $ 2,461 $ 1,584
Interest Bearing Deposits 12,568 9,578
Federal Funds Sold 2,920 2,190
Investment Securities 86,468 55,091
Loans (Net) 75,921 78,334
Mortgage Backed Securities 456 569
Collateralized Mortgage Obligations 21,920 53,066
Federal Home Loan Bank Stock 5,557 5,461
Accrued Interest Receivable 452 642
Premises & Equipment 2,612 2,668
Other Assets 858 846
Total Assets $ 212,193 $ 210,029
Liabilities
Interest Bearing Deposits $ 135,427 $ 105,907
Non-Interest Bearing Dep. 1,395 1,306
Borrowings 43,933 66,392
Other Liabilities 1,687 2,040
Total Liabilities 182,442 175,645
Stockholders' Equity
Common Stock & Additional Paid in Capital 34,337 34,074
Treasury Stock (31,434) (27,695)
Accumulated Other Comprehensive Income 554 2,028
Unearned ESOP Shares (872) (1,083)
RP Stock Trust (1,274) (1,274)
Other Stockholders' Equity 28,440 28,334
Total Stockholders' Equity 29,751 34,384
Total Liabilities & Stockholders' Equity $ 212,193 $ 210,029

The accompanying notes are an integral part of these financial statements.

 

GS Financial Corp.

Consolidated Statements of Income

(Dollars In Thousands, except per share data)

(Unaudited)

For the three months ended September 30,

For the nine months ended September 30,

2003

2002

2003

2002
INTEREST INCOME
Loans $ 1,427 $ 1,616 $ 4,410 $ 4,827
Mortgage-Backed Securities 9 12 28 38
Investment Securities 702 461 1,986 1,444
Collateralized Mortgage Obligations 141 1,105 888 3,076
Other Interest Income 36 17 105 31
Total Interest Income 2,315 3,211 7,417 9,416
INTEREST EXPENSE
Deposits 862 713 2,484 1,989
FHLB Advances 640 986 2,239 3,097
Total Interest Expense 1,502 1,699 4,723 5,086
NET INTEREST INCOME 813 1,512 2,694 4,330
PROVISION FOR LOAN LOSSES 41 - 97 15
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 772 1,512 2,597 4,315
NON-INTEREST INCOME
Gain on Securities Transactions 553 - 1,375 20
Other Income 53 21 105 61
Total Non-Interest Income 606 21 1,480 81
NON-INTEREST EXPENSE
Compensation and Benefits 614 654 2,013 1,944
Net Occupancy Expense 86 105 312 318
Other Expenses 480 268 1,110 761
Total Non-Interest Expense 1,179 1,027 3,434 3,023
INCOME BEFORE TAX EXPENSE 199 506 643 1,373
INCOME TAX EXPENSE 49 105 112 287
NET INCOME $ 150 $ 401 $ 531 $ 1,086
BASIC EARNINGS PER SHARE $ 0.13 $ 0.30 $ 0.44 $ 0.78
DILUTED EARNINGS PER SHARE $ 0.13 $ 0.30 $ 0.43 $ 0.78

The accompanying notes are an integral part of these financial statements.

 

GS Financial Corp.

Consolidated Statements of Changes in Stockholders' Equity

For the Nine Months Ended September 30, 2003 and 2002

(Dollars in Thousands)

(Unaudited)

Common Stock

Additional Paid in Capital

Treasury Stock

Unearned ESOP Stock

Unearned RRP Trust Stock

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity
Balance At December 31, 2001 $ 34 $ 33,911 $ (25,179) $ (1,365) $ (1,477) $ 27,639 $ 1,845 $ 35,408
Comprehensive Income:
Net Income - - - - - 1,086 - 1,086
Other Comprehensive Income
Unrealized net holding gains on securities, net of taxes - - - - - - 225 225
Total Comprehensive Income - - - - - 1,086 225 1,311
Purchase of Treasury Stock - - (2,282) - - - - (2,282)
ESOP Compensation Earned - 212 - 212 - - - 424
Cash Dividends Paid - - - - - (439) - (439)
Balance at September 30, 2002 $ 34 $ 34,123 $ (27,461) $ (1,153) $ (1,477) $ 28,286 $ 2,070 $ 34,422
Balance At December 31, 2002 $ 34 $ 34,040 $ (27,695) $ (1,083) $ (1,274) $ 28,334 $ 2,028 $ 34,384
Comprehensive Income:
Net Income - - - - - 531 - 531
Other Comprehensive Income
Unrealized net holding gains on securities, net of taxes - - - - - - (1,474) (1,474)
Total Comprehensive Income - - - - - 531 (1,474) (943)
Purchase of Treasury Stock - - (3,739) - - - - (3,739)
ESOP Compensation Earned - 263 - 211 - - - 474
Cash Dividends Paid - - - - - (425) - (425)
Balance at September 30, 2003 $ 34 $ 34,303 $ (31,434) $ (872) $ (1,274) $ 28,440 $ 554 $ 29,751

The accompanying notes are an integral part of these financial statements.

 

 

 

GS Financial Corp.

Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)

For The Nine Months Ended September 30,

2003

2002
Cash Flows from Operating Activities
Net Income $ 531 $ 1,086
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Depreciation 107 125
Discount Accretion Net of Premiums Amortized (6) (623)
Provision for Loan Losses 97 15
Gain on Sale of Foreclosed Real Estate - (17)
Net Loan Fees 2 2
Mutual Fund Dividends Reinvested (1,006) (482)
Non-Cash Dividend - FHLB (96) (120)
ESOP Expense 474 353
RRP Expense - 111
Gain on Sale of Investments (1,376) (20)
Deferred Income Tax Provision 4 517
Changes in Operating Assets and Liabilities
Decrease in Accrued Interest Receivable 190 213
Decrease in Prepaid Income Taxes 44 7
Increase in Other Assets (70) (44)
Increase (Decrease) in Accrued Interest Payable 525 (114)
Decrease in Accrued Income Tax (4) -
(Decrease) Increase in Other Liabilities (104) 376
Net Cash (Used in) Provided by Operating Activities (688) 1,385
Cash Flows From Investing Activities
Proceeds from Maturities of Investment Securities 60,167 44,225
Proceeds from Sales of Investment Securities 8,299 193
Purchases of Investment Securities (36,582) (45,420)
(Investment)/Redemption of Mutual Funds (31,861) (16,866)
Net Loan Repayments/(Originations) 2,314 2
Purchases of Premises and Equipment (37) (237)
Proceeds from Sales of Foreclosed Real Estate - 51
Investment in Foreclosed Real Estate - (45)
Investment in Real Estate Held for Investment - (13)
Net Cash Provided by (Used in) Investing Activities 2,300 (18,110)

The accompanying notes are an integral part of these financial statements.

 

GS Financial Corp.

Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)

For The Nine Months Ended September 30,

2003

2002
Cash Flows From Financing Activities
Net Increase in Deposits 29,705 28,602
Net Decrease in Advance Payments by Borrowers for Taxes and Insurance (97) (126)
Purchase of Treasury Stock (3,739) (2,282)
Payment of Cash Stock Dividends (425) (439)
Net Decrease in FHLB Advances (22,459) (10,136)
Net Cash Provided by Financing Activities 2,985 15,619
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 4,597 (1,106)
CASH AND CASH EQUIVALENTS - January 1, 13,352 8,638
CASH AND CASH EQUIVALENTS - September 30, $ 17,949 $ 7,532
Cash Received During the Period From:
Interest Income $ 7,607 $ 9,629
Cash Paid During the Period For:
Interest Expense $ 4,827 $ 5,200
Income Taxes 68 280

The accompanying notes are an integral part of these financial statements.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. NOTE 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 consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany balances and transactions have been eliminated.

    In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.
  2. Pursuant to rules and regulations of the Securities and Exchange Commission, certain financial information and disclosures have been condensed or omitted in preparing the consolidated financial statements presented in this quarterly report on Form 10-Q. The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003. These unaudited financial statements should be read in conjunction with the Company’s 2002 annual report of Form 10-K.

    NOTE 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 September 30, 2003, there were 108,318 unallocated shares and the balance of the loan was $1.1 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 September 30, 2003, compared to $118,000 for the three months ended September 30, 2002. The increase was attributable to the rise in the market value of the stock.

    NOTE 3 - EARNINGS PER SHARE
  3. Earnings per share are computed using the weighted average number of shares outstanding as prescribed in Statement of Financial Accounting Standard ("SFAS") 128. The components used in this computation were as follows:

    Three Months Ended September 30

    Nine Months Ended September 30

    2003

    2002

    2003

    2002
    Numerator:
    Net Income $ 150 $ 401 $ 531 $ 1,086
    Effect of Dilutive Securities - - - -
    Numerator for Diluted Earnings Per Share $ 150 $ 401 $ 531 $ 1,086
    Denominator
    Weighted-Average Shares Outstanding 1,155,595 1,329,660 1,212,703 1,392,500
    Effect of Potentially Dilutive Securities and Contingently Issuable Shares 17,920 - 18,509 -
    Denominator for Diluted Earnings Per Share 1,173,515 1,329,660 1,231,212 1,392,500
    Earnings Per Share
    Basic $ 0.13 $ 0.30 $ 0.44 $ 0.78
    Diluted 0.13 0.30 0.43 0.78
    Cash Dividends Per Share $ 0.10 $ 0.10 $ 0.09 $ 0.09

  4. NOTE 4 - INVESTMENT SECURITIES

September 30, 2003

December 31, 2002

Amortized Cost

Market Value

Amortized Cost

Market Value
AVAILABLE FOR SALE
US Government & Agency Obligations $ 801 $ 896 $ 801 $ 917
Adjustable Rate Mortgage Mutual Fund 59,740 59,294 31,924 31,963
Intermediate Mortgage Mutual Fund 421 424 412 419
Ultra Short Mortgage Mutual Fund 5,041 5,026 - -
FHLMC Common Stock - - 16 945
FHLMC Preferred Stock 19,846 20,828 19,846 20,847
Total Investments $ 85,849 $ 86,468 $ 52,999 $ 55,091

NOTE 5 – LOANS

September 30, 2003

December 31, 2002

Total Loans

$ 76,493

$ 78,807

Allowance for Loan Losses

(580)

(483)

Net Unearned Fees

8

10

Total Net Loans

$ 75,921

$ 78,334

Permanent Mortgages (1-4 Family)

$ 45,576

$ 57,510

Construction

3,822

1,263

Commercial Mortgages

12,278

8,672

Other Mortgages

13,057

9,451

Commercial

1,161

1,515

Consumer

599

396

Total Loans

$ 76,493

$ 78,807

ALLOWANCE FOR LOAN LOSSES

2003

2002

Beginning Balance - July 1

$ 539

$ 450

Provision for Losses

41

-

Loans Charged Off

-

-

Ending Balance