x Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number: 0-22269
Louisiana | 72-1341014 | |
(State or Other Jurisdiction | (IRS Employer ID Number) | |
of Incorporation or Organization) |
Registrants 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 14, 2003, there were 1,342,027 shares of the Registrants
common stock outstanding. The financial statements contained within
this Form 10-Q for the three and six months ended June 30, 2003
and 2002 represent the consolidated financial position and results
of operations of GS Financial Corp.
Part I - Financial Information | ||
Item 1 | Financial Statements | |
Consolidated Balance Sheets | ||
(as of June 30, 2003, Unaudited and December 31, 2002, Audited) |
3 |
|
Consolidated Statements of Income | ||
(For the three and six months ended June 30, 2003 and 2002, Unaudited) |
4 |
|
Consolidated Statements of Changes in Stockholders Equity | ||
(For the six months ended June 30, 2003 and 2002, Unaudited) |
5 |
|
Consolidated Statements of Cash Flows | ||
(For the six months ended June 30, 2003 and 2002, Unaudited) |
6-7 |
|
Notes to Consolidated Financial Statements |
7-12 |
|
Item 2 | Managements 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 |
17 |
Item 6 | Exhibits and Reports on Form 8-K |
17-22 |
|
||||||||||
|
||||||||||
|
||||||||||
|
||||||||||
|
December 31, 2002 | |||||||||
|
|
|||||||||
Cash and Due from Banks |
$ |
1,283 |
$ |
1,584 |
||||||
Interest-Bearing Deposits in Other Banks |
13,663 |
9,578 |
||||||||
Federal Funds Sold |
675 |
2,190 |
||||||||
Investment Securities Available for Sale |
100,765 |
55,091 |
||||||||
Loans (Net) |
76,796 |
78,334 |
||||||||
Mortgage-Backed Securities |
496 |
569 |
||||||||
Collateralized Mortgage Obligations |
12,290 |
53,066 |
||||||||
FHLB Stock |
5,529 |
5,461 |
||||||||
Accrued Interest Receivable |
465 |
642 |
||||||||
Premises and Equipment |
2,641 |
2,668 |
||||||||
Other Assets |
983 |
846 |
||||||||
Total Assets |
$ |
215,586 |
$ |
210,029 |
|
|||||||
LIABILITIES | |||||||
Interest-Bearing Deposits |
$ |
128,008 |
$ |
105,907 |
|||
Non-Interest Bearing Deposits |
1,256 |
1,306 |
|||||
Borrowings |
53,602 |
66,392 |
|||||
Other Liabilities |
1,986 |
2,040 |
|||||
Total Liabilities |
184,852 |
175,645 |
|||||
|
|||||||
Common Stock & Additional Paid in Capital |
34,249 |
34,074 |
|||||
Treasury Stock |
(31,049) |
(27,695) |
|||||
Accumulated Other Comprehensive Income |
1,326 |
2,028 |
|||||
Unearned ESOP Stock |
(943) |
(1,083) |
|||||
Unearned RRP Trust Stock |
(1,274) |
(1,274) |
|||||
Retained Earnings |
28,425 |
28,334 |
|||||
Total Stockholders Equity |
30,734 |
34,384 |
|||||
Total Liabilities and Stockholders Equity |
$ |
215,586 |
$ |
210,029 |
CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands, except per share data) (Unaudited) |
|||||||||||
Ended June 30, |
Ended June 30, |
||||||||||
|
|
|
|
||||||||
INTEREST INCOME | |||||||||||
Loans |
$ |
1,503 |
$ |
1,637 |
$ |
2,983 |
$ |
3,211 |
|||
Mortgage-Backed Securities |
9 |
12 |
19 |
26 |
|||||||
Investment Securities |
663 |
405 |
1,216 |
872 |
|||||||
Collateralized Mortgage Obligations |
252 |
1,021 |
747 |
1,971 |
|||||||
Other Interest Income |
65 |
60 |
137 |
125 |
|||||||
Total Interest Income |
2,492 |
3,135 |
5,102 |
6,205 |
|||||||
INTEREST EXPENSE | |||||||||||
Deposits |
844 |
646 |
1,622 |
1,276 |
|||||||
FHLB Advances |
769 |
1,032 |
1,599 |
2,111 |
|||||||
Total Interest Expense |
1,613 |
1,678 |
3,221 |
3,387 |
|||||||
NET INTEREST INCOME BEFORE | |||||||||||
PROVISION FOR LOAN LOSSES |
879 |
1,457 |
1,881 |
2,818 |
|||||||
PROVISION FOR LOAN LOSSES |
56 |
11 |
56 |
15 |
|||||||
NET INTEREST INCOME AFTER | |||||||||||
PROVISION FOR LOAN LOSSES |
823 |
1,446 |
1,825 |
2,803 |
|||||||
NON-INTEREST INCOME | |||||||||||
Gain on Investments |
249 |
20 |
822 |
20 |
|||||||
Other Income |
32 |
17 |
52 |
41 |
|||||||
Total Non-Interest Income |
281 |
37 |
874 |
61 |
|||||||
OTHER EXPENSES | |||||||||||
Compensation and Benefits |
684 |
660 |
1,399 |
1,290 |
|||||||
Net Occupancy Expense |
113 |
104 |
226 |
213 |
|||||||
Other Expenses |
329 |
263 |
630 |
493 |
|||||||
Total Other Expenses |
1,126 |
1,027 |
2,255 |
1,996 |
|||||||
INCOME BEFORE TAX (BENEFIT) EXPENSE |
(22) |
456 |
444 |
868 |
|||||||
INCOME TAX (BENEFIT) EXPENSE |
(28) |
98 |
63 |
182 |
|||||||
NET INCOME |
$ |
6 |
$ |
358 |
$ |
381 |
$ |
686 |
|||
BASIC EARNINGS PER SHARE |
$ |
.01 |
$ |
.25 |
$ |
.31 |
$ |
.48 |
|||
DILUTED EARNINGS PER SHARE |
$ |
.01 |
$ |
.25 |
$ |
.31 |
$ |
.48 |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY For The Six Months Ended June 30, 2003, and 2002 (Dollars in Thousands) (Unaudited) |
||||||||||||||||||
|
|
|||||||||||||||||
|
|
|
|
|
||||||||||||||
Stock |
Capital |
Stock |
Stock |
Stock |
Earnings |
Income (Loss) |
Equity |
|||||||||||
BALANCE AT | ||||||||||||||||||
DECEMBER 31, 2001 |
$ 34 |
$ 33,911 |
$ (25,179) |
$ (1,365) |
$ (1,477) |
$ 27,639 |
$ 1,845 |
$ 35,408 |
||||||||||
Net Income for Six Months | ||||||||||||||||||
Ended June 30, 2002 |
- |
- |
- |
- |
- |
686 |
- |
686 |
||||||||||
Other Comprehensive | ||||||||||||||||||
Income 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 |
||||||||||
== |
===== |
====== |
===== |
===== |
====== |
==== |
===== |
|||||||||||
BALANCE AT | ||||||||||||||||||
DECEMBER 31, 2002 |
$ 34 |
$ 34,040 |
$ (27,695) |
$ (1,083) |
$ (1,274) |
$ 28,334 |
$ 2,028 |
$ 34,384 |
||||||||||
Net Income for Six Months | ||||||||||||||||||
Ended June 30, 2003 |
- |
- |
- |
- |
- |
381 |
- |
381 |
||||||||||
Other Comprehensive | ||||||||||||||||||
Loss Net of Applicable Deferred |
||||||||||||||||||
Income Taxes |
- |
- |
- |
- |
- |
- |
(702) |
(702) |
||||||||||
Purchase of Treasury Stock |
- |
- |
(3,354) |
- |
- |
- |
- |
(3,354) |
||||||||||
ESOP Compensation Earned |
- |
175 |
- |
140 |
- |
- |
- |
315 |
||||||||||
Cash Dividends Paid |
- |
- |
- |
- |
- |
(290) |
- |
(290) |
||||||||||
BALANCE AT | ||||||||||||||||||
June 30, 2003 |
$ 34 |
$ 34,215 |
$ (31,049) |
$ (943) |
$ (1,274) |
$ 28,425 |
$ 1,326 |
$ 30,734 |
||||||||||
== |
===== |
====== |
===== |
===== |
====== |
==== |
===== |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) |
|||||||||
Ended June 30, |
|||||||||
|
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
Net Income |
$ |
381 |
$ |
686 |
|||||
Adjustments to Reconcile Net Income to Net Cash | |||||||||
Provided by Operating Activities: | |||||||||
Depreciation |
71 |
82 |
|||||||
Discount Accretion Net of Premiums Amortized |
(21) |
(460) |
|||||||
Provision for Loan Losses |
56 |
15 |
|||||||
Gain on Sale of Foreclosed Real Estate |
- |
(17) |
|||||||
Net Loan Fees |
(1) |
(2) |
|||||||
Dividend on ARM Fund |
(602) |
(313) |
|||||||
Dividend on IMF Fund |
(7) |
(9) |
|||||||
Dividend on UST Fund |
(16) |
(43) |
|||||||
Non-Cash Dividend - FHLB |
(68) |
(79) |
|||||||
ESOP Expense |
315 |
235 |
|||||||
RRP Expense |
74 |
74 |
|||||||
Gain on Sale of Investments |
(822) |
(20) |
|||||||
Deferred Income Tax Provision |
(3) |
278 |
|||||||
Changes in Operating Assets and Liabilities: | |||||||||
Decrease in Accrued Interest Receivable |
177 |
85 |
|||||||
Increase in Prepaid Income Taxes - Current |
1 |
16 |
|||||||
Increase in Deferred Charges |
(64) |
(80) |
|||||||
Increase in Accrued Income Tax |
57 |
- |
|||||||
Increase in Other Liabilities |
237 |
180 |
|||||||
Decrease in Accrued Interest Payable |
(60) |
(43) |
|||||||
Increase in Other Assets |
(83) |
(19) |
|||||||
Net Cash (Used in) Provided by Operating Activities |
(378) |
566 |
|||||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
(Investment)/Redemption in Adjustable Rate Mutual Fund | $ |
(40,200) |
$ |
6,663 |
|||||
(Investment)/Redemption in UST Fund |
(5,000) |
4,255 |
|||||||
Purchase of CMOs |
(14,566) |
(41,799) |
|||||||
Proceeds from Maturities of CMOs |
47,520 |
26,970 |
|||||||
Proceeds from sale of CMOs |
7,510 |
- |
|||||||
Investment in FHLMC Preferred Stock |
- |
(3,621) |
|||||||
Proceeds from sale of FHLMC Common Stock |
254 |
- |
|||||||
Proceeds from sale of Other Equity Investments |
- |
299 |
|||||||
Proceeds from Maturities of Mortgage-Backed Securities |
64 |
197 |
|||||||
Net Loan Repayments/(Originations) |
1,483 |
(2,248) |
|||||||
Purchases of Premises and Equipment |
(35) |
(42) |
|||||||
Purchase of Land for Future Branch Development |
- |
(171) |
|||||||
Proceeds from Sales of Foreclosed Real Estate |
- |
51 |
|||||||
Investment in Foreclosed Real Estate |
- |
(45) |
|||||||
Net Cash Used in Investing Activities |
(2,970) |
(9,491) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in Thousands) (Unaudited) |
||||||||||
Ended June 30, |
||||||||||
|
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
Net Increase in Deposits |
$ |
22,232 |
$ |
12,234 |
||||||
Net Decrease in Unapplied Loan Payments |
2 |
- |
||||||||
Net Decrease in Advance Payments by Borrowers for | ||||||||||
Taxes and Insurance |
(183) |
(154) |
||||||||
Purchase of Treasury Stock |
(3,354) |
(881) |
||||||||
Payment of Cash Stock Dividends |
(290) |
(298) |
||||||||
Net Decrease in FHLB Advances |
(12,790) |
(6,856) |
||||||||
Net Cash Provided by Financing Activities |
5,617 |
4,045 |
||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
2,269 |
(4,880) |
||||||||
CASH AND CASH EQUIVALENTS January 1, |
13,352 |
8,638 |
||||||||
CASH AND CASH EQUIVALENTS June 30, |
$ |
15,621 |
$ |
3,758 |
||||||
Cash Received During the Period For: | ||||||||||
Interest Income |
$ |
5,279 |
$ |
6,110 |
||||||
Cash Paid During the Period For: | ||||||||||
Interest Expense |
$ |
3,281 |
$ |
3,387 |
||||||
Income Taxes |
$ |
43 |
$ |
187 |
(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
GS Financial Corp. and its subsidiary (the Company). 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.
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 six months ended June
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 Companys
2002 annual report of Form 10-K.
(2) EMPLOYEE STOCK OWNERSHIP PLAN
The GS Financial Employee Stock Ownership Plan (ESOP) purchased
275,080 shares of the Companys 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, 2003, there were 108,318 unallocated shares and the balance
of the loan was $1.2 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 June 30, 2003, compared to
$123,000 for the three months ended June 30, 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
1.2 million for the three months ended June 30, 2003, and 1.4
million shares for the three months ended June 30, 2002, basic
and diluted. For the three months ended June 30, 2003, earnings
per common share were $.01 (basic and diluted), compared to $.25
for the three months ended June 30, 2002 (basic and diluted).
During the three months ended June 30, 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) |
|
|
||||||||
|
|
|
|
|||||||
AVAILABLE FOR SALE |
|
|
|
|
||||||
US Government and | ||||||||||
Agency Obligations |
$ |
801 |
$ |
910 |
$ |
801 |
$ |
917 |
||
ARM Mutual Fund |
72,730 |
72,734 |
31,924 |
31,963 |
||||||
IMF Mutual Fund |
418 |
425 |
412 |
419 |
||||||
UST Mutual Fund |
5,016 |
5,016 |
- |
- |
||||||
FHLMC Common Stock |
11 |
558 |
16 |
945 |
||||||
FHLMC Preferred Stock |
19,846 |
21,122 |
19,846 |
20,847 |
||||||
TOTAL INVESTMENTS |
$ |
98,822 |
$ |
100,765 |
$ |
52,999 |
$ |
55,091 |
||
(5) LOANS
|
|
||
(Dollars in thousands) |
|
|
|
Total Loans |
$ 77,326 |
$ 78,807 |
|
Allowance for Loan Losses |
(539) |
(483) |
|
Net Unearned Fees |
9 |
10 |
|
-------- |
-------- |
||
TOTAL NET LOANS |
$ 76,796 |
$ 78,334 |
|
===== |
===== |
||
Permanent Mortgages (1-4 family) |
$ 49,791 |
$ 57,510 |
|
Construction |
2,652 |
1,263 |
|
Commercial Mortgages |
11,779 |
8,672 |
|
Other Mortgages |
11,324 |
9,451 |
|
Commercial |
1,268 |
1,515 |
|
Consumer (secured by deposits) |
512 |
396 |
|
-------- |
-------- |
||
TOTAL LOANS |
$ 77,326 |
$ 78,807 |
|
===== |
===== |
||
ALLOWANCE FOR LOAN LOSSES | |||
For the Three Months Ended |
|
||
(Dollars in thousands) |
2003 |
2002 |
|
----- |
----- |
||
Beginning Balance, April 1, |
$ 483 |
$ 439 |
|
Provision for Losses |
56 |
11 |
|
Loans Charged Off |
- |
- |
|
----- |
----- |
||
Ending Balance, June 30, |
$ 539 |
$ 450 |
|
=== |
=== |
(6) MORTGAGE-BACKED SECURITIES
(Dollars in thousands) |
|
|
|||||||
|
|
|
|
||||||
AVAILABLE FOR SALE |
|
|
|
|
|||||
GNMA Fixed Rate (1-4 family) |
$ |
473 |
$ |
496 |
$ |
539 |
$ |
569 |
|
TOTAL MORTGAGE- | |||||||||
BACKED SECURITIES |
$ |
473 |
$ |
496 |
$ |
539 |
$ |
569 |
(7) COLLATERALIZED MORTGAGE OBLIGATIONS
(Dollars in thousands) |
|
|
||||
|
|
|
|
|||
AVAILABLE FOR SALE |
|
|
|
|
||
FNMA |
$ 526 |
$ 524 |
$ 7,534 |
$ 7,524 |
||
FHLMC |
5,523 |
5,525 |
19,404 |
19,483 |
||
GNMA |
- |
- |
1,601 |
1,601 |
||
Private Issue |
6,185 |
6,241 |
23,564 |
24,458 |
||
-------- |
-------- |
-------- |
------- |
|||
TOTAL COLLATERALIZED MORTGAGE | ||||||
OBLIGATIONS |
$ 12,234 |
$ 12,290 |
$ 52,103 |
$ 53,066 |
||
===== |
===== |
===== |
===== |
(8) INTEREST-BEARING DEPOSITS
|
|
|
(Dollars in thousands) |
|
|
Passbook Savings |
$ 33,396 |
$ 31,153 |
Certificates of Deposits |
87,854 |
68,213 |
NOW Accounts |
6,758 |
5,731 |
---------- |
---------- |
|
TOTAL INTEREST-BEARING DEPOSITS |
$ 128,008 |
$ 105,097 |
====== |
====== |
(9) BORROWINGS
|
|
|
(Dollars in thousands) |
|
|
Amounts maturing within 1 year |
$ 15,146 |
$ 27,453 |
Amounts maturing over 1 year |
38,456 |
38,939 |
-------- |
-------- |
|
TOTAL BORROWINGS |
$ 53,602 |
$ 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 June 30, 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 June 30, 2003
and 2002.
(12) TREASURY STOCK
As of June 30, 2003, the Company had repurchased approximately
2.1 million shares at an average price of $14.83 per share. During
the quarter ended June 30, 2003, the Company repurchased 52,734
shares at a cost of $999,548. The following table summarizes the
repurchase of shares of the Companys common stock by year:
|
|
|
Year |
|
|
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 |
176,434 |
19.01 |
Total |
2,093,973 |
$ 14.83 |
(13) OTHER EXPENSES
Listed below are major recurring components comprising Other Expenses.
|
||||
|
||||
|
|
|||
Office Supplies and Telephone |
$ |
48,519 |
$ |
39,782 |
Bank Shares and Franchise Tax |
125,357 |
90,701 |
||
Data Processing |
43,017 |
32,570 |
||
Advertising |
18,862 |
21,908 |
||
Supervisory Fees |
22,419 |
22,989 |
Item 2
FORWARD-LOOKING STATEMENTS
In addition to the historical information contained herein, the
following discussion contains forward-looking statements as that
term is defined by the Private Securities Litigation Reform Act
of 1995. Economic circumstances, the Companys 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 Companys 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. Its 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, 2003 to December 31, 2002 and the
results of operations for the three and six months ended June
30, 2003 and 2002. This discussion and analysis is intended to
highlight and supplement information presented elsewhere in this
quarterly report on Form 10-Q, particularly the consolidated financial
statements and related notes in Item 1. This discussion and analysis
should be read in conjunction with the Companys 2002 annual
report on Form 10-K.
CHANGES IN FINANCIAL CONDITION
At June 30, 2003, the assets of the Company totaled $215.6 million,
increasing $5.6 million from December 31, 2002, when total assets
were $210.0 million. The changes in the balance sheet for the
first half of 2003 were made up of continued growth in customer
deposits, accelerated paydown of the Companys CMOs and loans,
reinvestment of available cash into short term investments and
regular amortization of the Companys advances from FHLB.
Customer deposit accounts grew $22.1 million during the six months
ended June 30, 2003
Net loans decreased $1.5 million to $76.8 million at June 30,
2003, compared to $78.3 million at December 31, 2002. A $7.7 million
decrease in mortgage loans secured by one-to-four residential
dwellings was partially offset by increases in non-residential
mortgage, commercial and construction loans. As of June 30, 2003,
the Company had approximately $3.6 million in outstanding commercial
and mortgage loan commitments.
Collateralized mortgage obligations decreased $40.8 million, or
77%, to $12.3 million at June 30, 2003 compared to $53.1 million
at December 31, 2002. While the Company invested $14.6 million
in CMOs during the first half of 2003, sales of $7.5 million and
paydowns of $47.5 million led to the net decrease. Most
of these funds were rolled into the AMF Adjustable Rate Mortgage-backed
(ARM) Mutual Fund.
The Companys investment in mortgage-backed securities consists
of fixed-rate GNMA bonds. During the first half of 2003, the Companys
investment in these instruments decreased $73,000 due to regularly
scheduled paydowns, as well as a decline in the market value of
the investments.
Investment securities increased $45.7 million to $100.8 million
at June 30, 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 $40.2 million.
The Companys overall cash position increased approximately
$2.3 million. Cash and cash equivalents increased from $13.3 million
at December 31, 2002, compared to $15.6 million at June 30, 2003.
Balances of interest bearing deposits in Federal Home Loan Bank
increased while cash on hand and Federal Funds Sold decreased.
Interest-bearing deposits increased $22.1 million to $128.0 million
at June 30, 2003, compared to $105.9 million at December 31, 2002.
This change was made up of increases in passbook savings, certificates
of deposit and NOW accounts.
The Companys borrowings from the Federal Home Loan Bank
decreased $12.8 million from $66.4 million at December 31, 2002
compared to $53.6 million at June 30, 2003. The Companys
borrowings consisted of $32.2 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 $3.7 million to $30.7 million
at June 30, 2003 compared to $34.4 million at December 31, 2002.
This was the net result during the six months ended June 30, 2003
of net income of $381,000, decrease in other accumulated comprehensive
income of $702,000, an increase due to retirement of ESOP debt
of $315,000, decrease due to dividends paid of $267,000 and a
decrease from treasury stock purchases of $3.4 million.
RESULTS OF OPERATIONS
GENERAL
Net income for the three months ended June 30, 2003 was $6,000
compared to $358,000 for the three months ended June 30, 2002.
Basic earnings per common share were $.01 for the three months
ended June 30, 2003 on average shares outstanding of 1,187,429
compared to $.25 per common share for the three months ended June
30, 2002 on average shares outstanding of 1,611,168.
For the six months ended June 30, 2003, net income was $381,000,
or $.31 per common share on average shares outstanding of 1,242,659,
compared to net income of $686,000, or $.48 per common share on
average shares outstanding of 1,424,441for the six month period
ended June 30, 2002.
It should be noted that the results in 2003 included the effects
from non-recurring gains of $822,000 on the sale of investment
securities.
INTEREST INCOME
Total interest income for the quarter ended June 30, 2003 was
$2.5 million, compared to $3.1 million for the quarter ended June
30, 2002. For the three months ended June 30, 2003, average interest-earning
assets were $206.5 million with an annualized yield of 4.8%. For
the same period in 2002 average total interest-earning assets
were $185.8 million yielding 6.7%. For the six months ended June
30, 2003, the Companys average earning assets were $204.4
yielding 5.0%. For the six months ended June 30, 2002, average
earning assets were $185.2 million yielding 6.7%.
Interest income from loans was $1.5 million for the three months
ended June 30, 2003, compared to $1.6 million for the three months
ended June 30, 2002. During the second quarter of 2003, the average
loan portfolio balance was $75.5 million and yielded 8.0%. The
average balance of the loan portfolio for the second quarter of
2002 was $82.2 million which yielded 7.8%.
Interest income from mortgage-backed securities was $9,000 for
the three months ended June 30, 2003, compared to $12,000 for
the three months ended June 30, 2002. The average balance of mortgage-backed
securities during the three months ended June 30, 2003, was $485,000
which yielded 7.4%. For the same period in 2002, the average balance
of mortgage-backed securities was $700,000 which yielded of 7.1%.
Interest income from CMOs decreased to $252,000 for the three
months ended June 30, 2003, compared to $1,021,000 for the three
months ended June 30, 2002. During the three months ended June
30, 2003 the average balance of the Companys portfolio of
CMOs was $24.8 million with an annualized yield of 4.07%. For
the same period in 2002, the average balance was $54.5 million
which yielded 7.5%.
Interest income from investment securities was $663,000 for the
three months ended June 30, 2003 compared to $405,000 for the
three months ended June 30, 2002. The average balance of investment
securities was $96.4 million which yielded 2.9% during the three
months ended June 30, 2003 compared to $38.1 million yielding
4.3% for the three months ended June 30, 2002.
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 $60,000 for the three
months ended June 30, 2002, to $65,000 for the three months ended
June 30, 2003. For the three months ended June 30, 2003, the average
balance of such investments was $14.8 million compared to $10.2
million for the three months ended June 30, 2002.
PROVISION FOR LOAN LOSSES
The Company had an allocation to provision for loan losses of
$56,000 for the three months ended June 30, 2003 and $11,000 for
the three months ended June 30, 2002. These provisions were made
due to the Companys shift to a higher percentage of non-residential
mortgage and commercial loans as a percentage of the entire loan
portfolio. In accordance with the policies and procedures adopted
by the Company, non-residential mortgages and commercial loans
are allocated a higher provision than loans secured by one-to-four
family dwellings due to the higher inherent risk associated with
those types of credits. Asset quality remains strong with non-performing
assets in 2003 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. At June 30, 2003,
the allowance for loan losses stood at .70% of the entire loan
portfolio, compared to .61% at December 31, 2002. Loans classified
as substandard, for which a specific potential for loss has been
identified are considered "special assets." Special
assets at June 30, 2003 were $279,000 with an allocated allowance
for loan losses (ALL) of $30,000, compared to $280,000 at December
31, 2002 with an allocated (ALL) of $30,000.
INTEREST EXPENSE
The Companys total interest expense decreased $65,000 to
$1,613,000 for the three months ended June 30, 2003 compared to
$1,678,000 for the three months ended June 30, 2002. The average
balance of total interest-bearing liabilities was $178.4 million
at a cost of 3.6% for the three months ended June 30, 2003. For
the same period in 2002 the average balance of interest-bearing
liabilities was $153.1 million costing 4.4%. 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 $123.8 million
for the three months ended June 30, 2003 costing 2.7%. Average
interest-bearing deposits for the three months ended June 30,
2002 was $79.4 million costing 3.3%. Interest expense on interest-bearing
deposits was $844,000 for the three months ended June 30, 2003,
compared to $646,000 for the three months ended June 30, 2002.
The average balance of FHLB advances was $54.6 million at an annualized
cost of 5.6% for the three months ended June 30, 2003. The average
balance of FHLB advances for the three months ended June 30, 2002
was $73.7 million with an annualized cost of 5.6%.
OTHER EXPENSES
Total other expenses for the three months ended June 30, 2003
were $1.1 million compared to $1.0 million for the three months
ended June 30, 2002. The increase in expenses was primarily attributable
to the compensation costs of additional personnel necessitated
by the expansion of services and locations.
INCOME TAXES
The Company reported an income tax benefit of $28,000 for the
second quarter of 2003 compared to an expense of 98,000 for the
second quarter of 2002. The provision for income taxes differs
from that computed by applying statutory rates primarily due to
the effects of non-taxable dividend income.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity measures the Companys 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
Companys 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 Companys demands and maximize interest
earned on these funds.
The Companys 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, 2003, the Associations tangible
and core capital amounted to $26.1 million, or 12.4% of adjusted
total assets, while the Associations risk-based capital
was $26.6 million, or 28.3% 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 Companys Annual Report
on Form 10-K, filed with the SEC on March 25, 2003. Management
believes there have been no material changes in the Companys
market risk since December 31, 2002.
Item 4. - Controls and Procedures
Our management evaluated, with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness
of our disclosure controls and procedures (as defined in Rules
13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934)
as of the end of the period covered by this report. Based on such
evaluation, or Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are
designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and
regulations and are operating in an effective manner.
No change in our internal control over financial reporting (as
defined in Rules 13a15(f) or 15(d)-15(f) under the Securities
Exchange Act of 1934) occurred during the most recent fiscal quarter
that has materially affected, or is reasonably likely to affect,
our internal control over financial reporting.
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 10-K:
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 | |||
31.1 | Certification of the Chief Executive Officer Pursuant to Rules 13a-14 and | ||
15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | |||
31.2 | Certification of the Chief Financial Officer Pursuant to Rules 13a-14 and | ||
15d-14 of the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 | |||
32.1 | Certification of the Chief Executive Officer Pursuant to Rules 13a-14 and | ||
15d-14 of the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002 | |||
32.2 | Certification of the Chief Executive Officer Pursuant to Rules 13a-14 and | ||
15d-14 of the Securities Exchange Act of 1934 and 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)
Reports on Form 8-K
On a Form 8-K dated May 15, 2003, the registrant reported under
Item 9 the correction of the release of its financial results
for the quarter ended March 31, 2003. The news release covering
the correction, along with the original news release covering
the financial results as originally stated were filed as an exhibit
under Item 7.
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.
Date: August 14, 2003 | By: | /s/ Donald C. Scott |
Donald C. Scott, Chairman Board, President and Chief Executive Officer |
Date: August 14, 2003 | By: | /s/ Jerry M. Sintes |
Jerry M. Sintes Chief Financial Officer |
Exhibit 31.1
I, Donald C. Scott, certify that:
1. I have reviewed this quarterly report on Form 10-Q of GS Financial
Corp. (the Registrant);
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 report;
3. Based on my knowledge, the financial statements, and other
financial information included in this 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 Registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for
the Registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the Registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any changes in the Registrants
internal control over financial reporting that occurred during
the Registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Registrants
internal control over financial reporting ; and
5. The Registrants other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the Registrants auditors and the audit committee
of Registrants board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Registrants
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrants
internal control over financial reporting.
Date: August 14, 2003 | By: | /s/ Donald C. Scott |
Donald C. Scott, Chairman of the Board, President and Chief Executive Officer |
Exhibit 31.2
I, Jerry M. Sintes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of GS Financial
Corp. (the Registrant);
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 report;
3. Based on my knowledge, the financial statements, and other
financial information included in this 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 Registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for
the Registrant and have:
a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b) Evaluated the effectiveness of the Registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any changes in the Registrants
internal control over financial reporting that occurred during
the Registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Registrants
internal control over financial reporting ; and
5. The Registrants other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the Registrants auditors and the audit committee
of Registrants board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Registrants
ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrants
internal control over financial reporting.
Date: August 14, 2003 | By: | /s/ Jerry M. Sintes |
Jerry M. Sintes, Chief Financial Officer |
Exhibit 32.1
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:
By: /s/Donald C. Scott
----------------------
Donald C. Scott, Chairman of the Board,
President and Chief Executive Officer
Date: August 14, 2003
Exhibit 32.2
I, Jerry M. Sintes, Chief Financial 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:
By: /s/Jerry M. Sintes
----------------------
Jerry M. Sintes, Chief Financial Officer
Date: August 14, 2003