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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

==

=====

======

=====

=====

======

====

=====

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

==

=====

======

=====

=====

======

====

=====

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

 

16

 

945

FHLMC Preferred Stock  

19,846

 

21,385

 

19,846

 

20,847

                 
TOTAL INVESTMENTS

$

79,195

$

81,690

$

52,999

$

55,091

                 

 

(5) LOANS

 

March 31,

December 31,
(Dollars in thousands)

2003

2002
     
Total Loans

$ 75,922

$ 78,807

Allowance for Loan Losses

(483)

(483)

Net Unearned Fees

9

10

 

--------

--------

TOTAL NET LOANS

$ 75,448

$ 78,334

 

=====

=====

     
Permanent Mortgages (1-4 family)

$ 56,336

$ 57,510

Construction

1,610

1,263

Commercial Mortgages

7,837

8,672

Other Mortgages

6,569

9,451

Commercial

3,133

1,515

Consumer (secured by deposits)

437

396

 

--------

--------

TOTAL LOANS

$ 75,922

$ 78,807

 

=====

=====

     
ALLOWANCE FOR LOAN LOSSES  
For the Three Months Ended

March 31,
(Dollars in thousands)

2003

2002

 

-----

-----

Beginning Balance, January 1,

$ 483

$ 435

Provision for Losses

-

4

Loans Charged Off

-

-

 

-----

-----

Ending Balance, March 31,

$ 483

$ 439

 

===

===

(6) MORTGAGE-BACKED SECURITIES

(Dollars in thousands)

March 31, 2003

December 31, 2002
 

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
                 
GNMA Fixed Rate (1-4 family)

$

524

$

534

$

539

$

569

                 
TOTAL MORTGAGE-                
  BACKED SECURITIES

$

524

$

534

$

539

$

569

 

(7) COLLATERALIZED MORTGAGE OBLIGATIONS

(Dollars in thousands)

March 31, 2003

December 31, 2002
   

Amortized

Market

Amortized

Market
AVAILABLE FOR SALE

Cost

Value

Cost

Value
           
FNMA

$ 7,441

$ 7,440

$ 7,534

$ 7,524

FHLMC

7,030

7,064

19,404

19,483

GNMA

-

-

1,601

1,601

Private Issue

20,182

20,370

23,564

24,458

   

--------

--------

--------

-------

TOTAL COLLATERALIZED MORTGAGE        
  OBLIGATIONS

$ 34,653

$ 34,874

$ 52,103

$ 53,066

   

=====

=====

=====

=====

(8) INTEREST-BEARING DEPOSITS

 

March 31,

December 31,
(Dollars in thousands)

2003

2002
     
Passbook Savings

$ 31,778

$ 31,153

Certificates of Deposits

80,251

68,213

NOW Accounts

5,686

5,731

 

----------

----------

TOTAL INTEREST-BEARING DEPOSITS

$ 117,715

$ 105,097

 

======

======

(9) BORROWINGS

 

March 31,

December 31,
(Dollars in thousands)

2003

2002
     
Amounts maturing within 1 year

$ 19,001

$ 27,453

Amounts maturing over 1 year

37,415

38,939

 

--------

--------

TOTAL BORROWINGS

$ 56,416

$ 66,392

 

=====

=====

(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, of which 260,340 shares have become fully vested and exerciseable. 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 March 31, 2003, of the 125,028 shares awarded, 2,500 shares have been forfeited due to termination of employment and 65,460 had been earned and issued. Compensation expense related to the RRP was $37,000 for the three months ended March 31, 2003 and 2002.

(12) TREASURY STOCK

As of March 31, 2003, the Company had repurchased approximately 2.0 million shares at an average price of $14.72 per share. During the quarter ended March 31, 2003, the Company repurchased 123,700 shares at a cost of $2,354,080.00. The following table summarizes the repurchase of shares of the Company's common stock by year:

 

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

142,201

17.69

2003

123,700

19.03

Total

2,041,239

$ 14.72

All purchases were open market transactions. 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 March 31,
 

2003

2002
Office Supplies and Telephone

$

40,081

$

34,430

Bank Shares and Franchise Tax  

122,786

 

86,250

Data Processing  

41,306

 

33,064

Advertising  

26,581

 

20,259

Supervisory Fees  

22,419

 

22,989

 

 

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 March 31, 2003 to December 31, 2002 and the results of operations for the three months ended March 31, 2003 and 2002.

CHANGES IN FINANCIAL CONDITION

At March 31, 2003, the assets of the Company totaled $209.8 million, decreasing $.2 million from December 31, 2002, when total assets were $210.0 million. The changes in the balance sheet for the first quarter of 2003 were made up of continued growth in customer deposits, accelerated paydown of the Company's CMOs and loans, reinvestment of available cash into short term investments and regular amortization of the Company's advances from FHLB. Customer deposit accounts grew $12.8 million during the three months ended March 31, 2003

Net loans decreased $2.9 million to $75.4 million at March 31, 2003, compared to $78.3 million at December 31, 2002. A $1.2 million decrease in mortgage loans secured by one-to-four residential dwellings and a $3.8 million decrease in non-residential mortgage loans was partially offset by increases in commercial and construction loans. At the end of the first quarter, 2003, the Company had approximately $2.2 million in outstanding commercial and mortgage loan commitments.

Collateralized mortgage obligations decreased $18.2 million, or 34%, to $34.9 million at March 31, 2003 compared to $53.1 million at December 31, 2002. While the Company invested $11.6 million in CMOs during the first quarter of 2003, sales of $7.3 million and paydowns of $22.5 million led to the net decrease. Most of these funds were rolled into the AMF Adjustable Rate Mortgage-backed (ARM) Mutual Fund.

The Company's investment in mortgage-backed securities consists of fixed-rate GNMA bonds. During the first quarter of 2003, the Company's investment in these instruments decreased $35,000 due to regularly scheduled paydowns, as well as a decline in the market value of the investments.

Investment securities increased $26.6 million to $81.7 million at March 31, 2003 compared to $55.1 million at December 31, 2002. The increase was due mainly to the reinvestment of cash from CMO paydowns in the AMF Adjustable Rate Mortgage-backed (ARM) Mutual Fund totaling $26.1 million.

The Company’s overall cash position decreased approximately $5.6 million. Cash and cash equivalents decreased from $13.3 million at December 31, 2002, compared to $7.7 million at March 31, 2003. Balances of interest bearing deposits in Federal Home Loan Bank and Federal Funds Sold decreased while cash on hand increased.

Interest-bearing deposits increased $11.8 million to $117.7 million at March 31, 2003, compared to $105.9 million at December 31, 2002. This change was made up of increases in passbook savings and certificates of deposit, offset by decreases in NOW accounts.

The Company’s borrowings from the Federal Home Loan Bank decreased $10.0 million from $66.4 million at December 31, 2002 compared to $56.4 million at March 31, 2003. The Company's borrowings consisted of $35.0 million of fully amortizing advances from the Federal Home Loan Bank (FHLB), $16.9 in bullet (interest only until maturity) advances, and $4.5 million in balloon obligations from the FHLB. The decrease was due to regularly scheduled monthly amortization payments.

Stockholders’ equity decreased $2.2 million to $32.2 million at March 31, 2003 compared to $34.4 million at December 31, 2002. This was the net result during the three months ended March 31, 2003 of net income of $.4 million, decrease in other accumulated comprehensive income of $.2 million, an increase due to retirement of ESOP debt of $.1 million, decrease due to dividends paid of $.1 million and a decrease from treasury stock purchases of $2.4 million.

RESULTS OF OPERATIONS

GENERAL

Net income for the three months ended March 31, 2003 was $375,000 compared to $328,000 for the three months ended March 31, 2002. Basic earnings per common share were $.29 for the three months ended March 31, 2003 on average shares outstanding of 1,298,677 compared to $.23 per common share for the three months ended March 31, 2002 on average shares outstanding of 1,434,864. It should be noted that the results for the first quarter of 2003 included the effects from a one time gain of $573,000 on the sale of investment securities.

INTEREST INCOME

Total interest income for the quarter ended March 31, 2003 was $2.6 million compared to $3.1 million for the quarter ended March 31, 2002. For the three months ended March 31, 2003, average interest-earning assets were $202.3 million with an annualized yield of 5.1%. For the same period in 2002 average total interest-earning assets were $184.3 million yielding 6.7%.

Interest income from loans was $1.5 million for the three months ended March 31, 2003, compared to $1.6 million for the three months ended March 31, 2002. During the first quarter of 2003, the average loan portfolio balance was $76.3 million and yielded 7.76%. The average balance of the loan portfolio for the first quarter of 2002 was $81.3 million which yielded 7.75%.

Interest income from mortgage-backed securities was $10,000 for the three months ending March 31, 2003, compared to $13,000 for the three months ending March 31, 2002. The average balance of mortgage-backed securities during the three months ended March 31, 2003, was $.5 million which yielded 7.79%. For the same period in 2002, the average balance of mortgage-backed securities was $.8 million which yielded 7.03%.

Interest income from CMOs decreased to $495,000 for the three months ended March 31, 2003, compared to $950,000 for the three months ended March 31, 2002. During the three months ended March 31, 2003 the average balance of the Company’s portfolio of CMOs was $39.2 million with an annualized yield of 5.1%. For the same period in 2002, the average balance was $44.7 million which yielded 8.5%.

Interest income from investment securities was $553,000 for the three months ended March 31, 2003 compared to $467,000 for the three months ended March 31, 2002. The average balance of investment securities was $67.3 million which yielded 3.3% during the three months ended March 31, 2003 compared to $46.0 million yielding 4.1% for the three months ended March 31, 2002. The reduction in yields from 2002 to 2003 was due to the rate reductions enacted by the Federal Reserve during 2002 and the Company's significant investment in its ARM fund during the last twelve months. The Company's influx of cash has been invested in the ARM which offers yields typically 150 basis points over money market rates while still offering one day availability and low volatility.

Other interest income, consisting of interest income on overnight Federal Funds Sold, interest-bearing deposits in other banks, and dividends on FHLB stock, increased from $65,000 for the three months ended March 31, 2002, to $72,000 for the three months ended March 31, 2003. The change was due to the increase in average balance of these money market type investments. For the three months ended March 31, 2003, the average balance of such investments was $19.1 million compared to $11.5 million for the three months ended March 31, 2002.

PROVISION FOR LOAN LOSSES

The Company had no allocation to provision for loan losses for the three months ended March 31, 2003 and $4,000 for the three months ended March 31, 2002. Asset quality remains strong with past due loans in 2003 being slightly less than 2002. Loans classified as substandard, for which a specific potential for loss has been identified are considered "special assets." Special assets were $280,000 at December 31, 2002 with an allocated allowance for loan loss (ALL) of $30,000 compared to $179,000 at March 31, 2003 with an allocated ALL of $56,000. Overall the ALL increased from .61% of the loan portfolio at December 31, 2002, to .64% at March 31, 2003.

INTEREST EXPENSE

The Company’s total interest expense decreased $.1 million to $1.6 million for the three months ended March 31, 2003 compared to $1.7 million for the three months ended March 31, 2002. The average balance of total interest-bearing liabilities was $171.3 million at a cost of 3.76% for the three months ended March 31, 2003. For the same period in 2002 the average balance of interest-bearing liabilities was $150.7 million costing 4.5%. The decrease in cost of funds was due to the effects of lower rates paid on certificates of deposit, passbook savings and NOW accounts.

The average balance of interest-bearing deposits was $112.0 million for the three months ended March 31, 2003 costing 2.78%. Average interest-bearing deposits for the three months ended March 31, 2002 was $73.6 million costing 3.4%. Interest expense on interest bearing deposits was $778,000 for the three months ended March 31, 2003, compared to $630,000 for the three months ended March 31, 2002.

The average balance of FHLB advances was $59.2 million at an annualized cost of 5.6% for the three months ended March 31, 2003. The average balance of FHLB advances for the three months ended March 31, 2002 was $77.1 million with an annualized cost of 5.6%.

OTHER EXPENSES

Other expenses for the three months ended March 31, 2003 were $1,129,000 compared to $969,000 for the three months ended March 31, 2002. Of the $160,000 increase, $85,000 was attributable to increases in compensation and $35,000 was attributable to an increase in the bank shares tax.

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 March 31, 2003, the Association’s tangible and core capital amounted to $25.9 million, or 12.7% of adjusted total assets, while the Association’s risk-based capital was $26.4 million, or 19.6% 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, 2002 in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2003. Management believes there have been no material changes in the Company’s market risk since December 31, 2002.

 

Item 4. - Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures within 90 days of the filing date of this quarterly report, and based on their evaluation, our chief executive officer and chief financial officer have concluded that these controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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

On March 25, 2003, the Company commenced a proxy solicitation of its stockholders with respect to the Annual Meeting of Stockholders held on April 22, 2003 ("Annual Meeting"). There were two issues considered at the Annual Meeting, the election of three directors and the ratification of the appointment of the Company’s independent auditors. Both issues passed by the vote reflected below. In addition to the directors elected to three-year terms at the Annual Meeting, the following persons had terms of office as a director which continued after the Annual Meeting: Kenneth B. Caldcleugh, Bradford A. Glazer, Bruce A. Scott, Donald C. Scott, and Mannie D. Paine, Jr.

Approval of the election of Stephen L. Cory to a three-year term as director.

For

Withheld

---

--------

1,336,711

18,900

Approval of the election of J. Scott Key to a three-year term as director.

For

Withheld

---

--------

1,345,611

10,000

Approval of the election of Albert J. Zahn, Jr. to a three-year term as director.

For

Withheld

---

--------

1,345,611

10,000

Approval to ratify the appointment of LaPorte, Sehrt, Romig and Hand as the Company’s independent auditors for the year ending December 31, 2003.

For

Against

Abstained

---

-------

---------

1,348,811

5,400

1,400

The matters considered at the Annual Meeting were discretionary items and there were no broker non-votes.

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

Pursuant to 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: May 13, 2003 By: /s/ Donald C. Scott
Donald C. Scott, Chairman Board, President and Chief Executive Officer

Date: May 13, 2003 By: /s/ Jerry M. Sintes
Jerry M. Sintes
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CERTIFICATION

 

 

I, Donald C. Scott, the President and Chief Executive Officer of GS Financial Corp., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of GS Financial Corp.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

 

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 13, 2003 By: /s/ Donald C. Scott
Donald C. Scott, Chairman of the Board, President and Chief Executive Officer

 

 

CERTIFICATION

 

 

I, Jerry M. Sintes, the Chief Financial Officer of GS Financial Corp., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of GS Financial Corp.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

 

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 13, 2003 By: /s/ Jerry M. Sintes
Jerry M. Sintes, Chief Financial Officer

 

 

 

Exhibit 99.1

 

CERTIFICATION PURSUANT TO

18 U.S.C.SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANCES-OXLEY ACT OF 2002

 

I, Donald C. Scott, Chairman of the Board, President and Chief Executive Officer of GS Financial Corp., hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: