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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 June 30, 2002

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 August 12, 2002, there were 1,544,361 shares of the Registrant’s common stock outstanding, net of treasury shares. The financial statements contained within this Form 10-Q for the three and six months ended June 30, 2002 and 2001 represent the consolidated financial position and results of operations of GS Financial Corp.

 

GS Financial Corp.

 

Form 10-Q

 

Quarterly period ended June 30, 2002

 

Table of Contents

Part I - Financial Information
     
Item 1 Financial Statements  
     
  Consolidated Balance Sheets  
  (as of June 30, 2002, Unaudited and December 31, 2001, Audited)

3

     
  Consolidated Statements of Income  
  (For the three and six months ended June 30, 2002 and 2001, Unaudited)

4

     
  Consolidated Statements of Changes in Stockholders’ Equity  
  (For the six months ended June 30, 2002 and 2001, Unaudited)

5

     
  Consolidated Statements of Cash Flows  
  (For the six months ended June 30, 2002 and 2001, 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

     
Part II - Other Information

16

     
Item 1 Legal Proceedings

16

     
Item 2 Changes in Securities and Use of Proceeds

16

     
Item 3 Defaults Upon Senior Securities

17

Item 4 Submission of Matters to a Vote of Security Holders

17

     
Item 5 Other Information

17

     
Item 6 Exhibits and Reports on Form 8-K

17

     

 

 

GS FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

ASSETS

June 30, 2002
December 31, 2001

(Unaudited)

(Audited)
Cash and Due from Banks

$

897

$

376

Interest-Bearing Deposits in Other Banks

2,261

8,132

Federal Funds Sold

600

130

Investment Securities

29,261

35,820

Loans (Net)

83,847

81,611

Mortgage-Backed Securities

680

885

Collateralized Mortgage Obligations

67,113

52,087

FHLB Stock

5,383

5,304

Accrued Interest Receivable

798

883

Premises and Equipment

2,683

2,546

Other Assets

813

720

Total Assets

$

194,336

$

188,494

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Interest-Bearing Deposits

$

82,924

$

70,925

Non-Interest Bearing Deposits

1,062

982

Borrowings

72,409

79,265

Other Liabilities

2,335

1,914

Total Liabilities

158,730

153,086

STOCKHOLDERS' EQUITY
Common Stock & Additional Paid in Capital

34,087

33,945

Treasury Stock

(26,060)

(25,179)

Accumulated Other Comprehensive Income

2,253

1,845

Unearned ESOP Stock

(1,224)

(1,365)

Unearned RRP Trust Stock

(1,477)

(1,477)

Other Stockholders' Equity

28,027

27,639

Total Stockholders' Equity

35,606

35,408

Total Liabilities and Stockholders' Equity

$

194,336

$

188,494

 

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

For The Three Months
Ended June 30,

For The Six Months
Ended June 30,

2002

2001

2002

2001

INTEREST INCOME (from)
Loans

$

1,637

$

1,469

$

3,211

$

2,930

Mortgage-Backed Securities

12

22

26

58

Investment Securities

405

327

872

591

Collateralized Mortgage Obligations

1,021

1,470

1,971

2,562

Other Interest Income

60

157

125

393

Total Interest Income

3,135

3,445

6,205

6,534

INTEREST EXPENSE (on)
Deposits

646

714

1,276

1,429

FHLB Advances

1,032

1,409

2,111

2,541

Total Interest Expense

1,678

2,123

3,387

3,970

NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES

1,457

1,322

2,818

2,564

PROVISION FOR LOAN LOSSES

11

0

15

14

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES

1,446

1,322

2,803

2,550

NON-INTEREST INCOME
Gain on Investments

20

-

20

591

Other Income

17

6

41

12

Total Non-Interest Income

37

6

61

603

OTHER EXPENSES
Compensation and Benefits

660

566

1,290

1,168

Net Occupancy Expense

104

91

213

173

Other Expenses

263

265

493

463

Total Other Expenses

1,027

922

1,996

1,804

INCOME BEFORE TAX EXPENSE

456

406

868

1,349

INCOME TAX EXPENSE

98

124

182

459

NET INCOME

$

358

$

282

$

686

$

890

BASIC EARNINGS PER SHARE

$

.25

$

.17

$

.48

$

.54

DILUTED EARNINGS PER SHARE

$

.25

$

.17

$

.48

$

.54

 

GS FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For The Six Months Ended June 30, 2002, and 2001

(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, 2000

$ 34

$ 33,854

$ (20,568)

$ (1,646)

$ (1,754)

$ 26,583

$ 1,292

$ 37,795

Net Income for the six mths
Ended June 30, 2001

-

-

-

-

-

890

-

890

Other Comprehensive
Income Net of
Applicable Deferred
Income Taxes

-

-

-

-

-

-

(30)

(30)

Purchase of Treasury Stock

-

-

(2,480)

-

-

-

-

(2,480)

ESOP Compensation Earned

-

123

-

141

-

-

-

264

Distribution of RRP Stock

-

(21)

-

-

72

-

-

51

Cash Dividends Paid

-

-

-

-

-

(345)

-

(345)

BALANCE AT
June 30, 2001

$ 34

$ 33,956

$ (23,048)

$ (1,505)

$ (1,682)

$ 27,128

$ 1,262

$ 36,145

==

=====

======

=====

=====

======

====

=====

BALANCE AT
DECEMBER 31, 2001

$ 34

$ 33,911

$ (25,179)

$ (1,365)

$ (1,477)

$ 27,639

$ 1,845

$ 35,408

Net Income for the six mths
Ended June 30, 2002

-

-

-

-

-

686

-

686

Other Comprehensive
Loss Net of
Applicable Deferred
Income Taxes

-

-

-

-

-

-

408

408

Purchase of Treasury Stock

-

-

(881)

-

-

-

-

(881)

ESOP Compensation Earned

-

142

-

141

-

-

-

283

Cash Dividends Paid

-

-

-

-

-

(298)

-

(298)

BALANCE AT
June 30, 2002

$ 34

$ 34,053

$ (26,060)

$ (1,224)

$ (1,477)

$ 28,027

$ 2,253

$ 35,606

==

=====

======

=====

=====

======

====

=====

 

 

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

For The Six Months
Ended June 30,

2002

2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income

$

686

$

890

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

82

69

Discount Accretion Net of Premiums Amortized

(460)

(194)

Provision for Loan Losses

15

13

Gain on Sale of Foreclosed Real Estate

(17)

(23)

Net Loan Fees

(2)

-

Dividend on ARM Fund

(313)

(106)

Dividend on IMF Fund

(9)

(11)

Dividend on UST Fund

(43)

-

Non-Cash Dividend - FHLB

(79)

(111)

ESOP Expense

235

215

RRP Expense

74

116

Gain on Sale of Investments

(20)

(591)

Increase in Prepaid Income Taxes - Current

16

-

Changes in Deferred Income Tax

278

190

Changes in Operating Assets and Liabilities:
Increase (Decrease) in Accrued Interest Receivable

85

(130)

Increase in Deferred Charges

(80)

(27)

Increase in Accrued Income Tax

-

47

Increase in Other Liabilities

137

97

Increase in Other Assets

(19)

(72)

Net Cash Provided by Operating Activities

566

372

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Sale of FHLMC Common Stock

$

-

$

632

Redemption/(Investment) in Adjustable Rate Mutual Fund

6,663

(3,190)

Redemption of UST Fund

4,255

-

Purchase of CMOs

(41,799)

(32,431)

Proceeds from Maturities of CMOs

26,970

8,241

Investment in FHLMC Preferred Stock

(3,621)

(12,718)

Sale/(Investment) in Other Equity Investments

299

(123)

Proceeds from Maturities of Available-for-Sale Securities

-

786

Proceeds from Maturities of Mortgage-Backed Securities

197

619

Redemption of IMF Mutual Fund

-

27

Proceeds from Sale of Mortgage-Backed Securities

-

2,321

Net Loan (Originations)/Repayments

(2,248)

630

Purchases of Premises and Equipment

(42)

(52)

Purchase of Land for Future Branch Development

(171)

-

Proceeds from Sales of Foreclosed Real Estate

51

140

Investment in Real Estate Held for Investment

-

(389)

Investment in Foreclosed Real Estate

(45)

-

Purchase of FHLB Stock

-

(1,990)

Net Cash Used in Investing Activities

(9,491)

(37,497)

 

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

For The Six Months
Ended June 30,

2002

2001
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits

$

12,234

$

3,887

Purchase of Treasury Stock

(881)

(2,480)

Net Decrease in Unapplied Loan Payments

-

(8)

Payment of Cash Stock Dividends

(298)

(345)

Net Decrease in Advance Payments by Borrowers for
Taxes and Insurance

(154)

(180)

Net (Decrease) Increase in FHLB Advances

(6,856)

43,762

Net Cash Provided by Financing Activities

4,045

44,636

NET CASH EQUIVALENTS

(4,880)

7,511

CASH AND CASH EQUIVALENTS – January 1,

8,638

3,403

CASH AND CASH EQUIVALENTS – June 30,

$

3,758

$

10,914

 

 

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 and six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002. 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, 2001.

 

(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 June 30, 2002, there were 136,451 unallocated shares and the balance of the loan was $1.5 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 $123,000 for the three months ended June 30, 2002, compared to $107,000 for the three months ended June 30, 2001. 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 1.4 million for the three months ended June 30, 2002, and 1.6 million shares for the three months ended June 30, 2001, basic and diluted. For the three months ended June 30, 2002, earnings per common share were $.25 compared to $.17 for the three months ended June 30, 2001 (basic and diluted). During the three months ended June 30, 2002 and 2001, the Company declared and paid cash dividends in the amount of $.09 per common share in each period.

(4) INVESTMENT SECURITIES

(Dollars in thousands)

June 30, 2002

December 31, 2001
                 
 

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
                 
US Government and                
  Agency Obligations

$

801

$

891

$

801

$

886

ARM Mutual Fund  

5,818

 

5,848

 

12,481

 

12,513

IMF Mutual Fund  

403

 

408

 

394

 

397

UST Mutual Fund  

-

 

-

 

4,255

 

4,251

FHLMC Common Stock  

16

 

979

 

16

 

1,047

FHLMC Preferred Stock  

19,846

 

21,135

 

16,224

 

16,550

Equity Investments-Other  

-

 

-

 

173

 

176

                 
TOTAL INVESTMENTS

$

26,884

$

29,261

$

34,344

$

35,820

                 

 

(5) LOANS

 

June 30,

December 31,
(Dollars in thousands)

2002

2001
     
Total Loans

$ 84,286

$ 82,037

Allowance for Loan Losses

(450)

(435)

Net Unearned Fees

11

9

 

--------

--------

TOTAL NET LOANS

$ 83,847

$ 81,611

 

=====

=====

     
Permanent Mortgages (1-4 family)

$ 65,188

$ 69,863

Construction

1,760

1,056

Commercial Mortgages

6,821

3,431

Other Mortgages

8,753

6,750

Commercial

1,396

683

Consumer (secured by deposits)

368

254

 

--------

--------

TOTAL LOANS

$ 84,286

$ 82,037

 

=====

=====

     
ALLOWANCE FOR LOAN LOSSES  
For the Three Months Ended

June 30,
(Dollars in thousands)

2002

2001

 

-----

-----

Beginning Balance, April 1,

$ 439

$ 433

Provision for Losses

11

-

Loans Charged Off

-

10

 

-----

-----

Ending Balance, June 30,

$ 450

$ 423

 

===

===

(6) MORTGAGE-BACKED SECURITIES

(Dollars in thousands)

June 30, 2002

December 31, 2001
 

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
                 
GNMA Fixed Rate (1-4 family)

$

656

$

680

$

857

$

885

                 
TOTAL MORTGAGE-                
  BACKED SECURITIES

$

656

$

680

$

857

$

885

 

 

(7) COLLATERALIZED MORTGAGE OBLIGATIONS

(Dollars in thousands)

June 30, 2002

December 31, 2001
   

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
           
FNMA

$ 3,558

$ 3,559

$ 1,283

$ 1,274

GNMA

4,793

4,808

-

-

FHLMC

35,805

35,911

13,702

13,790

Private Issue

21,933

22,835

35,810

37,023

   

--------

--------

--------

-------

TOTAL COLLATERALIZED MORTGAGE        
  OBLIGATIONS

$ 66,089

$ 67,113

$ 50,795

$ 52,087

   

=====

=====

=====

=====

(8) INTEREST-BEARING DEPOSITS

 

June 30,

December 31,
(Dollars in thousands)

2002

2001
     
Passbook Savings

$ 27,575

$ 20,042

Certificates of Deposit

49,272

43,217

NOW Accounts

6,077

7,666

 

--------

--------

TOTAL INTEREST-BEARING DEPOSITS

$ 82,924

$ 70,925

 

=====

=====

(9) BORROWINGS

 

June 30,

December 31,
(Dollars in thousands)

2002

2001
     
Amounts maturing within 1 year

$ 22,595

$ 17,241

Amounts maturing over 1 year

49,814

62,024

 

--------

--------

TOTAL BORROWINGS

$ 72,409

$ 79,265

 

=====

=====

(10) STOCK OPTION PLAN

On October 15, 1997, the stockholders approved the adoption of the GS Financial Corp. 1997 Stock Option Plan for the benefit of directors, officers and other key employees. Under this plan, 343,850 shares of common stock have been reserved for issuance pursuant to the exercise of stock options with 275,076 shares granted to vest over five years. To date no options have been exercised.

 

(11) RECOGNITION AND RETENTION PLAN

On October 15, 1997 the Company established the Recognition and Retention Plan and Trust (RRP) as an incentive to retain personnel of experience and ability in key positions. Stockholders approved a total of 137,540 shares of stock to be granted pursuant to the RRP. The Company acquired a total of 137,500 shares of common stock for issuance under the RRP. The Company is accruing this expense over the ten-year vesting period based on the price of the stock ($12.50/share) when the plan was modified in September, 1998. As of June 30, 2002, 125,028 shares had been awarded of which 53,544 had been earned and issued.

(12) TREASURY STOCK

As of June 30, 2002, the Company had repurchased approximately 1.8 million shares at an average price of $14.26 per share. During the quarter ended June 30, 2002, the Company repurchased 39,076 shares at a cost of $688,578. During the second quarter of 2002, the Company announced a new buyback program to purchase up to 350,000 shares of common stock. The following table summarizes the repurchase of shares of the Company's common stock by year and for the six months ended June 30, 2002:

GS Financial Corp.

Common Stock Repurchases

 

Shares

Average
Year

Repurchased

Price
1998

491,054

$ 16.95

1999

299,000

12.22

2000

679,600

12.64

2001

305,684

15.09

2002

51,776

17.00

 

------------

-------

Total

1,827,114

$ 14.26

Due to the highly capitalized condition of the Company, management felt that these purchases, most of which were at a discount to book value, were an effective way to reduce capital while still enhancing shareholder value. Management believes that reducing capital through stock repurchases is a more conservative use of capital than alternatives such as expanding the banking activities of the Company’s subsidiary through acquisitions. These shares have not been retired and could potentially serve as a source of capital funding should the need arise in the future.

 

(13) OTHER EXPENSES

Listed below are major recurring components comprising Other Expenses.

 

For the Three Months
 

Ended June 30,
 

2002

2001
Office Supplies and Telephone

$

39,782

$

47,373

Bank Shares and Franchise Tax  

90,464

 

74,088

Data Processing  

32,570

 

33,136

Advertising  

21,908

 

28,085

Supervisory Fees  

22,989

 

17,640

Item 2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risk and uncertainties. Economic circumstances, the Company’s operations, and actual results could differ significantly from those discussed in the forward-looking statements. The major factors that could cause or contribute to such differences include, but are not limited to, changes in the local economy as well as fluctuations in prevailing interest rates. Other forward-looking statements are made concerning the amount and adequacy of the allowance for loan losses.

GENERAL

The Company’s principal business is conducted through its wholly owned subsidiary, Guaranty Savings and Homestead Association. The Association, founded in New Orleans, Louisiana in 1937, provides financial services primarily to individuals. It’s principal products include residential and non-residential mortgage loans, commercial term and line of credit loans, passbook savings accounts, certificates of deposit, and demand deposit accounts. The Association also invests in short-term and long-term investments such as overnight Federal Funds, United States Treasury and Agency issued securities, CMOs and mortgage-backed securities.

The following discussion compares the financial condition of GS Financial Corp. at June 30, 2002 to December 31, 2001 and the results of operations for the three and six months ended June 30, 2002 and 2001.

CHANGES IN FINANCIAL CONDITION

At June 30, 2002, the assets of the Company totaled $194.3 million, increasing $5.8 million from December 31, 2001, when total assets were $188.5 million. The Company has experienced $12 million in growth in customer deposits during 2002. This cash has been used to reduce the Company's debt to FHLB and increase both loans and CMOs. During April and May of 2002, the Company was able to reposition some of its short-term investments to higher yielding CMOs and FHLMC preferred stock.

 

Loans increased $2.2 million to $83.8 million at June 30, 2002, compared to $81.6 million at December 31, 2001. Residential mortgage loans have decreased while construction loans, non-residential mortgage loans and commercial loans have gone up.

Collateralized mortgage obligations increased $15.0 million, or 29%, to $67.1 million at June 30, 2002 compared to $52.1 million at December 31, 2001. During the second quarter of 2002, the Company purchased $36.2 million of CMOs issued by FHLMC, FNMA and GNMA. It should be noted that the rapid repayment of these investments which was prevalent throughout 2001 has slowed during 2002. This additional investment was funded through the redemption of some of the Company's short-term investments and new retail customer deposits.

The Company's investment in mortgage-backed securities consists of fixed-rate GNMA bonds. During 2002, the Company's investment in these instruments decreased $.2 million due to regularly scheduled paydowns.

Investment securities decreased $6.5 million to $29.3 million at June 30, 2002 compared to $35.8 million at December 31, 2001. The decrease was the net result of the redemption of short-term mutual funds and other equity investments, offset by purchases of FHLMC preferred stock.

 

The Company’s overall cash position decreased approximately $4.8 million. Cash and cash equivalents decreased from $8.6 million at December 31, 2001, compared to $3.8 million at June 30, 2002. Balances of interest-bearing deposits in Federal Home Loan Bank decreased while cash on hand and Federal Funds Sold increased.

During the second quarter of 2002, the Company acquired a parcel of land for the construction of a full service branch in Ponchatoula, Louisiana, pending regulatory approval. Since May, 2001, the Company has operated a loan production office in Ponchatoula.

Interest-bearing deposits increased $12.0 million to $82.9 million at June 30, 2002, compared to $70.9 million at December 31, 2001. This change was made up of increases in passbook savings and certificates of deposit, offset by some decreases in NOW accounts.

The Company’s borrowings from the Federal Home Loan Bank decreased $6.9 million from $79.3 million at December 31, 2001 compared to $72.4 million at June 30, 2002. The Company's borrowings consisted of $43.6 million of fully amortizing advances from the Federal Home Loan Bank (FHLB), $24.1 in bullet (interest only until maturity) advances, and $4.7 million in balloon obligations from the FHLB. The decrease was due to regularly scheduled monthly amortization payments.

Stockholders’ equity increased $.2 million to $35.6 million at June 30, 2002 compared to $35.4 million at December 31, 2001. Increases in stockholders' equity were attributed to net income, retirement of ESOP debt and increases in other comprehensive income. Decreases in stockholders' equity were from payment of dividends and purchases of treasury stock.

 

 

 

 

RESULTS OF OPERATIONS

GENERAL

Net income for the three months ended June 30, 2002 was $358,000 compared to $282,000 for the three months ended June 30, 2001. Basic earnings per common share were $.25 for the three months ended June 30, 2002 on average shares outstanding of 1,414,133 compared to $.17 per common share for the three months ended June 30, 2001 on average shares outstanding of 1,611,168. For the six months ended June 30, 2002, net income was $686,000, or $.48 per common share on average shares outstanding of 1,424,441, compared to net income of $890,000 or $.54 per common share based on average shares outstanding of 1,648,943 for the six months ended June 30, 2001. It should be noted that the results in 2001 included the effects from a one time gain of $600,000 on the sale of investment securities. While the yield on earning assets decreased, the Company's cost of funds decreased even more, creating an increase in the Company's net interest margin.

INTEREST INCOME

Total interest income for the quarter ended June 30, 2002 was $3.1 million, compared to $3.4 million for the quarter ended June 30, 2001. For the three months ended June 30, 2002, average interest-earning assets were $185.8 million with an annualized yield of 6.7%. For the same period in 2001 average total interest-earning assets were $192.1 million yielding 7.2%. For the six months ended June 30, 2002, the Company's average earning assets were $185.2 yielding 6.7%. For the six months ended June 30, 2001, average earning assets were $182.3 yielding 7.2%.

Interest income from loans was $1.6 million for the three months ended June 30, 2002, compared to $1.5 million for the three months ended June 30, 2001. During the second quarter of 2002, the average loan portfolio balance was $82.2 million and yielded 7.8%. The average balance of the loan portfolio for the second quarter of 2001 was $74.2 million which yielded 7.9%.

Interest income from mortgage-backed securities was $12,000 for the three months ended June 30, 2002, compared to $22,000 for the three months ended June 30, 2001. The average balance of mortgage-backed securities during the three months ended June 30, 2002, was $.7 million which yielded 7.1%. For the same period in 2001, the average balance of mortgage-backed securities was $1.3 million which yielded 6.9%.

Interest income from CMOs decreased to $1.0 million for the three months ended June 30, 2002, compared to $1.5 million for the three months ended June 30, 2001. During the three months ended June 30, 2002 the average balance of the Company’s portfolio of CMOs was $54.5 million with an annualized yield of 7.5%. For the same period in 2001, the average balance was $79.3 million which yielded 7.4%.

Interest income from investment securities was $405,000 for the three months ended June 30, 2002 compared to $327,000 for the three months ended June 30, 2001. The average balance of investment securities was $38.1 million which yielded 4.3% during the three months ended June 30, 2002 compared to $22.8 million yielding 5.8% for the three months ended June 30, 2001.

 

 

Other interest income, consisting of interest income on overnight Federal Funds Sold, interest-bearing deposits in other banks, and dividends on FHLB stock, decreased from $157,000 for the three months ended June 30, 2001, to $60,000 for the three months ended June 30, 2002. The change was due to the reduced yield and decrease in average balance of these money market type investments. For the three months ended June 30, 2002, the average balance of such investments was $10.2 million compared to $14.6 million for the three months ended June 30, 2001.

PROVISION FOR LOAN LOSSES

The Company had an allocation to provision for loan losses of $11,000 for the three months ended June 30, 2002 and $0 for the three months ended June 30, 2001. The provision made in the second quarter of 2002 represents an increase due to the Company's shift to a higher percentage of non-residential mortgage loans as a percentage of the entire portfolio and the growth of the overall portfolio. According to the policies and procedures of the Company, non-residential mortgages and commercial loans are allocated a higher provision than loans secured by one-to-four family dwellings. Asset quality remains strong with non-performing assets in 2002 remaining low. Over the last ten years, repossessions and charge-offs have been very low for the Company due to the strength of the local economy and real estate market and the high underwriting standards maintained by management. The allowance for loan loss stood at .54% of the entire loan portfolio at June 30, 2002, compared to .53% at December 31, 2001. Loans classified as substandard, for which a specific potential for loss has been identified are considered "special assets." Special assets were $179,000 at December 31, 2001 with an allocated allowance for loan loss (ALL) of $56,000 compared to $254,000 at June 30, 2002 with an allocated ALL of $49,000.

INTEREST EXPENSE

The Company’s total interest expense decreased $.4 million to $1.7 million for the three months ended June 30, 2002 compared to $2.1 million for the three months ended June 30, 2001. The average balance of total interest-bearing liabilities was $153.1 million at a cost of 4.4% for the three months ended June 30, 2002. For the same period in 2001 the average balance of interest-bearing liabilities was $157.6 million costing 5.4%. The decrease in cost of funds was due to the effects of lower rates paid on certificates of deposit, passbook savings and NOW accounts and less reliance on wholesale funds borrowed from the FHLB.

The average balance of interest-bearing deposits was $79.4 million for the three months ended June 30, 2002 costing 3.3%. Average interest-bearing deposits for the three months ended June 30, 2001 was $59.4 million costing 4.8%. Interest expense on interest bearing deposits was $.6 million for the three months ended June 30, 2002, compared to $.7 million for the three months ended June 30, 2001.

The average balance of FHLB advances was $73.7 million at an annualized cost of 5.6% for the three months ended June 30, 2002. The average balance of FHLB advances for the three months ended June 30, 2001 was $98.2 million with an annualized cost of 5.7%.

 

 

 

 

OTHER EXPENSES

Total other expenses for the three months ended June 30, 2002 were $1.0 million compared to $.9 million for the three months ended June 30, 2001. The increase in expenses was primarily attributable to the compensation costs of additional personnel necessitated by the expansion of services and locations.

 

LIQUIDITY AND CAPITAL RESOURCES

Liquidity measures the Company’s ability to meet its short-term obligations with ready cash. These commitments and obligations include loan disbursements, savings withdrawals by customers, the payment of dividends, cash letters and the daily operating expenses of the Company. Liquidity management involves the daily monitoring of cash on hand, non-interest bearing operating accounts, overnight Federal Funds Sold, short-term investments, and the Company's ability to convert these assets into cash without incurring a loss. Monthly paydowns on mortgage loans, mortgage-backed securities and CMOs are anticipated and channeled to either cash on hand, overnight Federal Funds Sold or short-term investments in order to meet the Company's demands and maximize interest earned on these funds.

The Company’s primary sources of funds are interest-bearing customer deposits, FHLB advances and maturities of existing investments including mortgage loans, mortgage-backed securities, investment securities and collateralized mortgage obligations. The Company does not utilize brokered deposits nor does it offer special rates for "jumbo" deposits of $100,000 or more.

The Association is required to maintain regulatory capital sufficient to meet all three of the regulatory capital requirements, those being tangible capital (1.5%), core capital (3.0%), and risk-based capital (8.0%). As of June 30, 2002, the Association’s tangible and core capital amounted to $27.3 million, or 14.5% of adjusted total assets, while the Association’s risk-based capital was $27.8 million, or 29.7% of total adjusted risk-weighted assets.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk are presented at December 31, 2001 in the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2002. Management believes there have been no material changes in the Company’s market risk since December 31, 2001.

Part II - Other Information

Item 1 - Legal Proceedings

There are no matters required to be reported under this item.

Item 2 - Changes in Securities and Use of Proceeds

There are no matters required to be reported under this item.

Item 3 - Defaults Upon Senior Securities

There are no matters required to be reported under this item.

 

Item 4 - Submission of Matters to a Vote of Security Holders

There are no matters required to be reported under this item.

Item 5 - Other Information

There are no matters required to be reported under this item.

Item 6 - Exhibits and Reports on Form 8-K:

  1. Exhibits

3.1* Articles of Incorporation of GS Financial Corp.
3.2* Bylaws of GS Financial Corp.
4.1* Stock Certificate of GS Financial Corp.
10.1** GS Financial Corp. Stock Option Plan
10.2** GS Financial Corp. Recognition and Retention Plan and Trust
    Agreement for Employees and Non-Employee Directors
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002

* Incorporated herein by reference from the Registration Statement on Form SB-2 (Registration number 333-18841) filed by the Registrant with the SEC on December 26, 1996, as subsequently amended.

** Incorporated herein by reference from the definitive proxy statement, dated September 16, 1997, filed by the Registrant with the SEC (Commission File No. 000-22269)

(b) No Form 8-K reports were filed during the quarter.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GS FINANCIAL CORP.

Date: August 12, 2002 By: /s/ Donald C. Scott
Donald C. Scott, Chairman Board, President and Chief Executive Officer

 

Date: August 12, 2002 By: /s/ Glenn R. Bartels
Glenn R. Bartels
Controller