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 March 31, 2004
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 No.) |
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 Exchange Act Rule 12b-2). Yes ___ No X
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Outstanding at May 11, 2004 | |
Common Stock, par value $.01 per share | 1,298,559 shares |
GS FINANCIAL CORP.
TABLE OF CONTENTS | ||||
Page | ||||
PART I – FINANCIAL INFORMATION | ||||
Item 1 | Financial Statements | |||
Consolidated Balance Sheets | 1 | |||
Consolidated Statements of Income | 2 | |||
Consolidated Statements of Changes in Stockholders’ Equity | 3 | |||
Consolidated Statements of Cash Flows | 4 | |||
Notes to Consolidated Financial Statements | 5 | |||
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 | ||
Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 14 | ||
Item 4 | Controls and Procedures | 14 | ||
PART II – OTHER INFORMATION | ||||
Item 1 | Legal Proceedings | 14 | ||
Item 2 | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities | 14 | ||
Item 3 | Defaults Upon Senior Securities | 14 | ||
Item 4 | Submission of Matters to a Vote of Security Holders | 14 | ||
Item 5 | Other Information | 15 | ||
Item 6 | Exhibits and Reports on Form 8-K | 15 | ||
SIGNATURES EXHIBIT INDEX | ||||
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
GS FINANCIAL CORP. | ||
CONSOLIDATED BALANCE SHEETS | ||
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March 31, 2004 | December 31, 2003 | |
($ in thousands) | (Unaudited) | (Audited) |
ASSETS | ||
Cash and Cash Equivalents | ||
Cash & Due from Depository Institutions | $ 2,163 | $ 1,899 |
Interest-Bearing Deposits in Other Banks | 1,689 | 4,507 |
Federal Funds Sold | 1,940 | 4,965 |
Total Cash and Cash Equivalents | 5,792 | 11,371 |
Securities Available-for-Sale, at Fair Value | 119,976 | 119,271 |
Loans, Net | 85,522 | 77,367 |
Accrued Interest Receivable | 585 | 547 |
Premises & Equipment | 2,560 | 2,591 |
Stock in Federal Home Loan Bank, at Cost | 2,736 | 2,726 |
Foreclosed Assets | 52 | 52 |
Real Estate Held-for-Investment | 507 | 511 |
Other Assets | 324 | 278 |
Total Assets | $ 218,054 | $ 214,714 |
LIABILITIES | ||
Deposits | ||
Noninterest-bearing | $ 1,341 | $ 1,155 |
Interest-bearing | 144,234 | 140,953 |
Total Deposits | 145,575 | 142,108 |
Advance Payments by Borrowers for Taxes and Insurance | 273 | $ 312 |
FHLB Advances | 40,312 | 42,135 |
Deferred Income Tax | 1,054 | 512 |
Other Liabilities | 428 | 339 |
Total Liabilities | 187,642 | 185,406 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock - $.01 Par Value | ||
Authorized - 5,000,000 shares | ||
Issued - 0 Shares | - | - |
Common Stock - $.01Par Value | ||
Authorized - 20,000,000 shares | ||
Issued - 3,438,500 Shares | 34 | 34 |
Additional Paid in Capital | 34,294 | 34,231 |
Unearned ESOP Stock | (732) | (802) |
Unearned RRP Trust Stock | (1,039) | (1,059) |
Treasury Stock, at Cost | (31,915) | (31,804) |
Retained Earnings | 28,546 | 28,553 |
Accumulated Other Comprehensive Income | 1,224 | 155 |
Total Stockholders' Equity | 30,412 | 29,308 |
Total Liabilities & Stockholders' Equity | $ 218,054 | $ 214,714 |
The accompanying notes are an integral part of these financial statements. | ||
GS FINANCIAL CORP. | |||
CONSOLIDATED STATEMENTS OF INCOME | |||
(Unaudited) | |||
| For the three months ended March 31, | ||
($ in thousands, except per share data) | 2004 | 2003 | |
INTEREST AND DIVIDEND INCOME | |||
Loans, Including Fees | $ 1,563 | $ 1,480 | |
Investment Securities | 1,109 | 1,058 | |
Other Interest Income | 11 | 72 | |
Total Interest Income | 2,683 | 2,610 | |
INTEREST EXPENSE | |||
Deposits | 848 | 778 | |
FHLB Advances | 580 | 830 | |
Total Interest Expense | 1,428 | 1,608 | |
NET INTEREST INCOME | 1,255 | 1,002 | |
PROVISION FOR LOAN LOSSES | 14 | - | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | 1,241 | 1,002 | |
NON-INTEREST EXPENSE | |||
Salaries and Employee Benefits | 681 | 715 | |
Occupancy Expense | 101 | 113 | |
Other Expenses | 361 | 301 | |
Total Non-Interest Expense | 1,143 | 1,129 | |
NET INCOME (LOSS) BEFORE NON-INTEREST INCOME AND INCOME TAXES | 98 | (127) | |
NONINTEREST INCOME | |||
Gain on Sale of Investments | - | 573 | |
Other Income | 21 | 20 | |
Total Non-Interest Income | 21 | 593 | |
INCOME BEFORE INCOME TAX EXPENSE | 119 | 466 | |
INCOME TAX EXPENSE | 8 | 91 | |
NET INCOME | $ 111 | $ 375 | |
EARNINGS PER SHARE | |||
Basic | $ 0.10 | $ 0.29 | |
Diluted | $ 0.09 | $ 0.28 | |
CASH DIVIDENDS PER SHARE | $ 0.10 | $ 0.10 | |
The accompanying notes are an integral part of these financial statements. | |||
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GS FINANCIAL CORP. | ||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||||||||
(Unaudited) | ||||||||
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($ in thousands) | 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 |
Balances At December 31, 2002 | $ 34 | $ 34,040 | $ (27,695) | $ (1,083) | $ (1,274) | $ 28,334 | $ 2,028 | $ 34,384 |
Comprehensive Income: | ||||||||
Net Income | - | - | - | - | - | 375 | - | 375 |
Other Comprehensive Income | ||||||||
Unrealized net holding gains on securities, net of taxes | - | - | - | - | - | - | (221) | (221) |
Total Comprehensive Income | - | - | - | - | - | 375 | (221) | 154 |
Distribution of RRP Stock | - | - | - | - | - | - | - | |
ESOP Shares Released | - | 86 | - | 70 | - | - | 156 | |
Purchase of Treasury Stock | - | - | (2,355) | - | - | - | - | (2,355) |
Dividends Declared | - | - | - | - | - | (152) | - | (152) |
Balances at March 31, 2003 | $ 34 | $ 34,126 | $ (30,050) | $ (1,013) | $ (1,274) | $ 28,557 | $ 1,807 | $ 32,187 |
Balances At December 31, 2003 | $ 34 | $ 34,231 | $ (31,804) | $ (802) | $ (1,059) | $ 28,553 | $ 155 | $ 29,308 |
Comprehensive Income: | ||||||||
Net Income | - | - | - | - | - | 111 | - | 111 |
Other Comprehensive Income | ||||||||
Unrealized net holding gains on securities, net of taxes | - | - | - | - | - | - | 1,069 | 1,069 |
Total Comprehensive Income | - | - | - | - | - | 111 | 1,069 | 1,180 |
Distribution of RRP Stock | - | (5) | - | - | 20 | - | - | 15 |
ESOP Shares Released | 68 | - | 70 | - | - | - | 138 | |
Purchase of Treasury Stock | - | - | (111) | - | - | - | (111) | |
Dividends Declared | - | - | - | - | - | (118) | - | (118) |
Balances at March 31, 2004 | $ 34 | $ 34,294 | $ (31,915) | $ (732) | $ (1,039) | $ 28,546 | $ 1,224 | $ 30,412 |
The accompanying notes are an integral part of these financial statements. | ||||||||
GS FINANCIAL CORP. | ||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(Unaudited) | ||
| Three Months Ended March 31, | |
($ in thousands) | 2004 | 2003 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $ 111 | $ 375 |
Adjustments to Reconcile Net Income to Net Cash Provided by (Used In) Operating Activities | ||
Depreciation | 35 | 35 |
Discount Accretion Net of Premium Amortized | (12) | 13 |
Provision for Loan Losses | 14 | - |
Non-Cash Dividend - FHLB | (10) | (34) |
Net Loan Fees | - | 1 |
Mutual Fund Dividends Reinvested | (365) | (256) |
ESOP Shares Released | 138 | 134 |
RRP Expense | 38 | 37 |
Gain on Sale of Foreclosed Real Estate | - | - |
Gain on Sale of Investments | - | (573) |
Deferred Income Tax Provision | (91) | 23 |
Changes in Operating Assets and Liabilities | ||
(Increase) Decrease in Accrued Interest Receivable | (38) | 121 |
Decrease in Prepaid Income Taxes | 22 | 1 |
(Increase) in Other Assets | (68) | (81) |
(Decrease) in Accrued Interest - FHLB Advances | (189) | (111) |
Increase in Accrued Income Tax | - | 91 |
Increase in Other Liabilities | 338 | 139 |
Net Cash (Used in) Operating Activities | (77) | (85) |
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CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from Maturities of Investment Securities | 2,102 | 22,130 |
Proceeds from Sales of Investment Securities | - | 7,481 |
Purchases of Investment Securities | - | (11,562) |
Investment in Mutual Funds, Net | (811) | (25,939) |
Loan Originations and Principal Collections, Net | (8,169) | 2,885 |
Purchases of Premises and Equipment | - | (11) |
Proceeds from Sales of Foreclosed Real Estate | - | - |
Investment in Foreclosed Real Estate | - | - |
Net Cash (Used in) Investing Activities | (6,878) | (5,016) |
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CASH FLOWS FROM FINANCING ACTIVITIES | ||
Purchase of Treasury Stock | (111) | (2,355) |
Decrease in Advances from Federal Home Loan Bank | (1,823) | (9,976) |
Payment of Cash Stock Dividends | (118) | (152) |
Net Increase in Deposits | 3,467 | 11,985 |
Decrease in Deposits for Escrows | (39) | (46) |
Net Cash Provided by (Used In) Financing Activities | 1,376 | (544) |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (5,579) | (5,645) |
CASH AND CASH EQUIVALENTS - Beginning of Period | 11,371 | 13,352 |
CASH AND CASH EQUIVALENTS - End of Period | $ 5,792 | $ 7,707 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash Paid During the Period For: | ||