UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
|
FORM
10-Q
|
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
|
For
the Quarterly period ended
March
31, 2008
|
Commission
File Number:
0-22269
|
|
GS
Financial Corp.
|
|
(Exact
Name of Issuer as Specified in its
Charter)
|
|
Louisiana
|
|
72-1341014
|
|
(State
of Incorporation)
|
|
(IRS
Employer Identification No.)
|
|
3798
Veterans Blvd.
|
|
Metairie,
LA 70002
|
|
(Address
of Principal Executive Offices)
|
|
(504)
457-6220
|
|
(Issuer's
Telephone Number)
|
|
Indicate
by check mark whether the registrant (1) has filed all reports required
to
be filed by Section 15(d) of the Securities Exchange Act of 1934
during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
No
Indicate
by check mark whether the registrant is a large accelerated filer,
an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):
Large
accelerated
filer Accelerated
filer
Non-accelerated
filer Smaller
reporting company
(Do
not check if a smaller reporting company)
|
Check
whether the issuer (1) filed all reports required to be filed by
Section
13 or 15(d) of the Exchange Act during the past 12 months (or for
such
shorter period that the registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90
days.Yes
No
|
|
Indicate
by check mark whether the registrant is a shell company (as defined
in
Rule 12b-2 of the Exchange
Act).YesNo
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
|
|
Outstanding
at May 15, 2008
|
Common
Stock, par value $.01 per share
|
|
1,285,800
shares
|
GS
FINANCIAL CORP.
TABLE
OF CONTENTS
|
Page
|
PART
I – FINANCIAL INFORMATION
|
|
Item
1
|
Financial
Statements
|
|
|
|
Consolidated
Statements of Financial Condition
|
1
|
|
|
|
Consolidated
Statements of Income
|
2
|
|
|
|
Consolidated
Statements of Changes in Stockholders’ Equity
|
3
|
|
|
|
Consolidated
Statements of Cash Flows
|
4
|
|
|
|
Notes
to Consolidated Financial Statements
|
5
|
|
|
|
Selected
Consolidated Financial Data
|
7
|
|
Item
2
|
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation
|
8
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
|
Item
4T
|
Controls
and Procedures
|
17
|
PART
II – OTHER INFORMATION
|
|
Item
1
|
Legal
Proceedings
|
17
|
|
Item
1A
|
Risk
Factors
|
17
|
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
17
|
|
Item
3
|
Defaults
Upon Senior Securities
|
17
|
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
17
|
|
Item
5
|
Other
Information
|
17
|
|
Item
6
|
Exhibits
|
18
|
SIGNATURES
EXHIBIT
INDEX
|
PART
I – FINANCIAL INFORMATION
ITEM
1 – FINANCIAL STATEMENTS
GS
Financial Corp.
|
|
Condensed
Consolidated Statements of Financial Condition
|
|
|
|
|
|
|
|
|
($
in thousands)
|
|
3/31/2008
(Unaudited)
|
|
|
12/31/2007
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Cash
and Cash Equivalents
|
|
|
|
|
|
|
Cash
& Amounts Due from Depository Institutions
|
|
$
|
2,757
|
|
|
$
|
2,485
|
|
Interest-Bearing
Deposits from Other Banks
|
|
|
7,076
|
|
|
|
6,008
|
|
Federal
Funds Sold
|
|
|
1,658
|
|
|
|
969
|
|
Total
Cash and Cash Equivalents
|
|
|
11,491
|
|
|
|
9,462
|
|
Securities
Available-for-Sale, at Fair Value
|
|
|
47,964
|
|
|
|
47,747
|
|
Loans,
Net
|
|
|
129,815
|
|
|
|
118,477
|
|
Accrued
Interest Receivable
|
|
|
1,716
|
|
|
|
1,828
|
|
Premises
& Equipment, Net
|
|
|
5,863
|
|
|
|
5,874
|
|
Stock
in Federal Home Loan Bank, at Cost
|
|
|
1,651
|
|
|
|
1,220
|
|
Foreclosed
Assets
|
|
|
85
|
|
|
|
-
|
|
Real
Estate Held-for-Investment, Net
|
|
|
446
|
|
|
|
450
|
|
Other
Assets
|
|
|
1,500
|
|
|
|
1,429
|
|
Total
Assets
|
|
$
|
200,531
|
|
|
$
|
186,487
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
|
|
|
Interest-Bearing
Deposits
|
|
$
|
125,168
|
|
|
$
|
123,825
|
|
Noninterest-Bearing
Deposits
|
|
|
8,167
|
|
|
|
5,685
|
|
Total
Deposits
|
|
|
133,335
|
|
|
|
129,510
|
|
FHLB
Advances
|
|
|
37,537
|
|
|
|
26,986
|
|
Other
Liabilities
|
|
|
1,538
|
|
|
|
1,827
|
|
Total
Liabilities
|
|
|
172,410
|
|
|
|
158,323
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Preferred
Stock - $.01 Par Value
|
|
$
|
-
|
|
|
$
|
-
|
|
Authorized
- 5,000,000 shares
|
|
|
|
|
|
|
|
|
Issued
- 0 shares
|
|
|
|
|
|
|
|
|
Common
Stock - $.01 Par Value
|
|
|
34
|
|
|
|
34
|
|
Authorized
- 20,000,000 shares
|
|
|
|
|
|
|
|
|
Issued
- 3,438,500 shares at March 31, 2008 and December
31,
2007
|
|
|
|
|
|
|
|
|
Additional
Paid-in Capital
|
|
|
34,546
|
|
|
|
34,546
|
|
Unearned
RRP Trust Stock
|
|
|
(158
|
)
|
|
|
(158
|
)
|
Treasury
Stock (2,152,700 Shares at March 31, 2008 and December 31,
2007)
|
|
|
(32,062
|
)
|
|
|
(32,062
|
)
|
Retained
Earnings
|
|
|
25,917
|
|
|
|
25,919
|
|
Accumulated
Other Comprehensive Loss
|
|
|
(156
|
)
|
|
|
(115
|
)
|
Total
Stockholders' Equity
|
|
|
28,121
|
|
|
|
28,164
|
|
Total
Liabilities & Stockholders' Equity
|
|
$
|
200,531
|
|
|
$
|
186,487
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
|
|
|
GS
Financial Corp.
|
|
Consolidated
Statements of Income
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For
the Three Months Ended
March
31,
|
|
($
in thousands, except per share data)
|
|
2008
|
|
|
2007
|
|
INTEREST
AND DIVIDEND INCOME
|
|
|
|
|
|
|
Loans,
Including Fees
|
|
$
|
2,199
|
|
|
$
|
1,793
|
|
Investment
Securities
|
|
|
717
|
|
|
|
722
|
|
Other
Interest Income
|
|
|
71
|
|
|
|
139
|
|
Total
Interest and Dividend Income
|
|
|
2,987
|
|
|
|
2,654
|
|
|
|
|
|
|
|
|
|
|
INTEREST
EXPENSE
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
1,090
|
|
|
|
1,063
|
|
Advances
from Federal Home Loan Bank
|
|
|
405
|
|
|
|
221
|
|
Interest
Expense
|
|
|
1,495
|
|
|
|
1,284
|
|
|
|
|
|
|
|
|
|
|
NET
INTEREST INCOME
|
|
|
1,492
|
|
|
|
1,370
|
|
PROVISION
FOR LOAN LOSSES
|
|
|
-
|
|
|
|
-
|
|
NET
INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
|
|
1,492
|
|
|
|
1,370
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST
EXPENSE
|
|
|
|
|
|
|
|
|
Salaries
and Employee Benefits
|
|
|
864
|
|
|
|
793
|
|
Occupancy
Expense
|
|
|
200
|
|
|
|
136
|
|
Ad
Valorem Taxes
|
|
|
75
|
|
|
|
65
|
|
Other
Expenses
|
|
|
277
|
|
|
|
282
|
|
Total
Non-Interest Expense
|
|
|
1,416
|
|
|
|
1,276
|
|
NET
INCOME BEFORE NON-INTEREST INCOME AND INCOME TAXES
|
|
|
76
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST
INCOME
|
|
|
|
|
|
|
|
|
Gain
on Sale of Mortgage Loans
|
|
|
95
|
|
|
|
4
|
|
Other
Income
|
|
|
20
|
|
|
|
25
|
|
Total
Non-Interest Income
|
|
|
115
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
INCOME
BEFORE INCOME TAXES
|
|
|
191
|
|
|
|
123
|
|
INCOME
TAX EXPENSE
|
|
|
65
|
|
|
|
27
|
|
NET
INCOME
|
|
$
|
126
|
|
|
$
|
96
|
|
|
|
|
|
|
|
|
|
|
EARNINGS
PER SHARE
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.10
|
|
|
$
|
0.08
|
|
Diluted
|
|
$
|
0.10
|
|
|
$
|
0.08
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
|
|
|
|
|
|
GS
FINANCIAL CORP.
|
|
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($
in thousands)
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Treasury
Stock
|
|
|
Unearned
ESOP
Stock
|
|
|
Unearned
RRP
Trust
Stock
|
|
|
Retained
Earnings
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Total
Stockholders'
Equity
|
|
Balances
At December 31, 2006
|
|
$
|
34
|
|
|
$
|
34,751
|
|
|
$
|
(32,493
|
)
|
|
$
|
-
|
|
|
$
|
(573
|
)
|
|
$
|
25,764
|
|
|
$
|
(319
|
)
|
|
$
|
27,164
|
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
96
|
|
|
|
-
|
|
|
|
96
|
|
Other
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net holding gains on securities, net of
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
76
|
|
|
|
76
|
|
Total
Comprehensive Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
96
|
|
|
|
76
|
|
|
|
172
|
|
Distribution
of RRP Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Purchase
of Treasury Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dividends
Declared
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(126
|
)
|
|
|
-
|
|
|
|
(126
|
)
|
Balances
at March 31, 2007
|
|
$
|
34
|
|
|
$
|
34,751
|
|
|
$
|
(32,493
|
)
|
|
|
-
|
|
|
$
|
(573
|
)
|
|
$
|
25,734
|
|
|
$
|
(243
|
)
|
|
$
|
27,210
|
|
Balances
At December 31, 2007
|
|
$
|
34
|
|
|
$
|
34,546
|
|
|
$
|
(32,062
|
)
|
|
$
|
-
|
|
|
$
|
(158
|
)
|
|
$
|
25,919
|
|
|
$
|
(115
|
)
|
|
$
|
28,164
|
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
126
|
|
|
|
-
|
|
|
|
126
|
|
Other
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized net holding losses on securities, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(41
|
)
|
|
|
(41
|
)
|
Total
Comprehensive Income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
126
|
|
|
|
(41
|
)
|
|
|
85
|
|
Distribution
of RRP Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Purchase
of Treasury Stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dividends
Declared
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(128
|
)
|
|
|
-
|
|
|
|
(128
|
)
|
Balances
at March 31, 2008
|
|
$
|
34
|
|
|
$
|
34,546
|
|
|
$
|
(32,062
|
)
|
|
$
|
-
|
|
|
$
|
(158
|
)
|
|
$
|
25,917
|
|
|
$
|
(156
|
)
|
|
$
|
28,121
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
GS
FINANCIAL CORP.
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(Unaudited)
|
|
|
|
Three
Months Ended March 31,
|
|
($
in thousands)
|
|
2008
|
|
|
2007
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net
Income
|
|
$
|
126
|
|
|
$
|
96
|
|
Adjustments
to Reconcile Net Income to Net Cash (Used in) Operating
Activities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
77
|
|
|
|
46
|
|
Discount
Accretion Net of Premium Amortization
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Provision
for Loan Losses
|
|
|
-
|
|
|
|
-
|
|
Non-Cash
Dividend - FHLB Stock
|
|
|
-
|
|
|
|
(14
|
)
|
Net
Loan Fees
|
|
|
(18
|
)
|
|
|
(35
|
)
|
RRP
Expense
|
|
|
4
|
|
|
|
30
|
|
Gain
on Sale of Loans
|
|
|
(95
|
)
|
|
|
(4
|
)
|
Changes
in Operating Assets and Liabilities
|
|
|
|
|
|
|
|
|
Decrease
in Accrued Interest Receivable
|
|
|
112
|
|
|
|
233
|
|
(Increase)
in Other Assets
|
|
|
(66
|
)
|
|
|
(80
|
)
|
Increase
in Accrued Interest - FHLB Advances
|
|
|
38
|
|
|
|
-
|
|
Increase
in Accrued Income Tax
|
|
|
65
|
|
|
|
26
|
|
Decrease
in Other Liabilities
|
|
|
(391
|
)
|
|
|
(521
|
)
|
Net
Cash (Used in) Operating Activities
|
|
|
(149
|
)
|
|
|
(224
|
)
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
Proceeds
from Maturities of Investment Securities
|
|
|
9,726
|
|
|
|
5,854
|
|
Purchases
of Investment Securities
|
|
|
(10,000
|
)
|
|
|
(5,696
|
)
|
Investment
in Mutual Funds, Net
|
|
|
-
|
|
|
|
5,000
|
|
Loan
Originations and Principal Collections, Net
|
|
|
(17,923
|
)
|
|
|
(3,724
|
)
|
Proceeds
from Sales of Mortgage Loans
|
|
|
6,613
|
|
|
|
219
|
|
Purchases
of FHLB Stock
|
|
|
(431
|
)
|
|
|
-
|
|
Purchases
of Premises and Equipment
|
|
|
(62
|
)
|
|
|
(653
|
)
|
Net
Cash (Used in) Provided by Investing Activities
|
|
|
(12,077
|
)
|
|
|
1,000
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
Increase
(Decrease) in Advances from Federal Home Loan Bank
|
|
|
10,551
|
|
|
|
(1,353
|
)
|
Payment
of Cash Stock Dividends
|
|
|
(128
|
)
|
|
|
(126
|
)
|
Increase
in Deposits
|
|
|
3,825
|
|
|
|
1,972
|
|
Increase
in Deposits for Escrows
|
|
|
7
|
|
|
|
42
|
|
Net
Cash Provided by Financing Activities
|
|
|
14,255
|
|
|
|
535
|
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
2,029
|
|
|
|
1,311
|
|
CASH
AND CASH EQUIVALENTS - Beginning of Period
|
|
|
9,462
|
|
|
|
11,117
|
|
CASH
AND CASH EQUIVALENTS - End of Period
|
|
$
|
11,491
|
|
|
$
|
12,428
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
Cash
Paid During the Period For:
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
$
|
1,494
|
|
|
$
|
1,284
|
|
Income
Taxes
|
|
|
-
|
|
|
|
-
|
|
Loans
Transferred to Foreclosed Real Estate During the Period
|
|
$
|
85
|
|
|
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
|
|
GS
FINANCIAL CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – BASIS OF PRESENTATION
The
consolidated financial statements include the accounts of GS Financial Corp.
(the “Company”) and its wholly-owned subsidiary, Guaranty Savings Bank (the
“Bank”), which prior to June, 2006 was known as Guaranty Savings and Homestead
Association. All significant intercompany balances and transactions
have been eliminated. Certain financial information for prior periods
has been reclassified to conform with the current presentation.
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 months
ended March 31, 2008 are not necessarily indicative of the results to be
expected for the year ending December 31, 2008. These unaudited
financial statements should be read in conjunction with the Company’s annual
report on Form 10-K for the year ended December 31, 2007.
NOTE
2 – EARNINGS PER SHARE
Earnings
per share are computed using the weighted average number of shares outstanding
as prescribed in Statement of Financial Accounting Standard (“SFAS”)
128. The components used in this computation were as
follows:
|
|
Three
Months Ended March 31
|
|
($
in thousands, except per share data)
|
|
2008
|
|
|
2007
|
|
Numerator:
|
|
|
|
|
|
|
Net
Income
|
|
$
|
126
|
|
|
$
|
96
|
|
Effect
of Dilutive Securities
|
|
|
-
|
|
|
|
-
|
|
Numerator
for Diluted Earnings Per Share
|
|
$
|
126
|
|
|
$
|
96
|
|
Denominator
|
|
|
|
|
|
|
|
|
Weighted-Average
Shares Outstanding
|
|
|
1,285,800
|
|
|
|
1,234,453
|
|
Effect
of Potentially Dilutive Securities and Contingently Issuable
Shares
|
|
|
-
|
|
|
|
37,646
|
|
Denominator
for Diluted Earnings Per Share
|
|
|
1,285,800
|
|
|
|
1,272,099
|
|
Earnings
Per Share
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.10
|
|
|
$
|
0.08
|
|
Diluted
|
|
|
0.10
|
|
|
|
0.08
|
|
Cash
Dividends Per Share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
NOTE
3 – EMPLOYEE STOCK OWNERSHIP PLAN AND 401(K) 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 was secured by those shares not yet allocated to
plan participants and was paid in full as of December 31,
2006. Effective January 1, 2007, the Company amended and restated its
ESOP, added a 401(k) feature and renamed the plan the “Guaranty Savings Bank
401(k) Plan” (the “401(k) Plan”).
Compensation expense
related to the 401(k) Plan was $28,000 and $48,000 for the three month periods
ended March 31, 2008 and 2007, respectively.
NOTE
4 – 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, 2008 of the 125,028 shares awarded, 9,968
shares have been forfeited due to termination of employment or service as a
director and 106,812 shares had been earned and issued. Compensation
expense related to the RRP was $4,000 and $30,000 for the three months ended
March 31, 2008 and 2007, respectively.
GS
FINANCIAL CORP.
|
|
SELECTED
CONSOLIDATED FINANCIAL DATA
|
|
(Unaudited)
|
|
|
|
|
|
Three
Months Ended
|
|
($
in thousands, except per share data)
|
|
March
31, 2008
|
|
|
December
31, 2007
|
|
|
March
31, 2007
|
|
SUMMARY
OF INCOME
|
|
|
|
|
|
|
|
|
|
Interest
Income
|
|
$
|
2,987
|
|
|
$
|
3,000
|
|
|
$
|
2,654
|
|
Interest
Expense
|
|
|
1,495
|
|
|
|
1,473
|
|
|
|
1,284
|
|
Net
Interest Income
|
|
|
1,492
|
|
|
|
1,527
|
|
|
|
1,370
|
|
Provision
for Loan Losses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
Interest Income After Provision for Loan Losses
|
|
|
1,492
|
|
|
|
1,527
|
|
|
|
1,370
|
|
Non-Interest
Income
|
|
|
115
|
|
|
|
243
|
|
|
|
29
|
|
Non-Interest
Expense
|
|
|
1,416
|
|
|
|
1,378
|
|
|
|
1,276
|
|
Net Income
Before Taxes
|
|
|
191
|
|
|
|
392
|
|
|
|
123
|
|
Income
Tax Expense
|
|
|
65
|
|
|
|
192
|
|
|
|
27
|
|
Net
Income
|
|
$
|
126
|
|
|
$
|
200
|
|
|
$
|
96
|
|
SELECTED
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
200,531
|
|
|
$
|
186,487
|
|
|
$
|
168,615
|
|
Loans
Receivable, Net
|
|
|
129,815
|
|
|
|
118,477
|
|
|
|
97,490
|
|
Investment
Securities
|
|
|
47,964
|
|
|
|
47,747
|
|
|
|
50,043
|
|
Deposit
Accounts
|
|
|
133,335
|
|
|
|
129,510
|
|
|
|
124,726
|
|
Borrowings
|
|
|
37,537
|
|
|
|
26,986
|
|
|
|
15,689
|
|
Stockholders'
Equity
|
|
|
28,121
|
|
|
|
28,164
|
|
|
|
27,210
|
|
SELECTED
AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
195,421
|
|
|
|
181,052
|
|
|
|
167,067
|
|
Loans
Receivable, Net
|
|
|
124,287
|
|
|
|
114,011
|
|
|
|
93,987
|
|
Investment
Securities
|
|
|
51,091
|
|
|
|
47,913
|
|
|
|
52,173
|
|
Deposit
Accounts
|
|
|
130,778
|
|
|
|
129,943
|
|
|
|
122,632
|
|
Borrowings
|
|
|
34,931
|
|
|
|
21,645
|
|
|
|
16,230
|
|
Equity
|
|
|
28,515
|
|
|
|
28,140
|
|
|
|
27,254
|
|
KEY
RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
on average assets
|
|
|
0.26
|
%
|
|
|
0.65
|
%
|
|
|
0.23
|
%
|
Return
on average shareholders' equity
|
|
|
1.78
|
%
|
|
|
2.82
|
%
|
|
|
1.43
|
%
|
Net
interest margin
|
|
|
3.21
|
%
|
|
|
3.50
|
%
|
|
|
3.44
|
%
|
Average
loans to average deposits
|
|
|
97.66
|
%
|
|
|
90.38
|
%
|
|
|
79.50
|
%
|
Average
interest-earning assets to interest-bearing liabilities
|
|
|
117.75
|
%
|
|
|
118.20
|
%
|
|
|
119.17
|
%
|
Efficiency
ratio
|
|
|
88.17
|
%
|
|
|
77.85
|
%
|
|
|
93.14
|
%
|
Non-interest
expense to average assets
|
|
|
2.91
|
%
|
|
|
2.95
|
%
|
|
|
3.10
|
%
|
Allowance
for loan losses to total loans
|
|
|
2.57
|
%
|
|
|
2.82
|
%
|
|
|
3.69
|
%
|
Stockholders'
equity to total assets
|
|
|
14.02
|
%
|
|
|
15.10
|
%
|
|
|
16.14
|
%
|
COMMON
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.10
|
|
|
$
|
0.16
|
|
|
$
|
0.08
|
|
Diluted
|
|
|
0.10
|
|
|
|
0.16
|
|
|
|
0.08
|
|
Dividends
paid per share
|
|
|
0.10
|
|
|
|
0.10
|
|
|
|
0.10
|
|
Book
value per share
|
|
|
21.87
|
|
|
|
21.90
|
|
|
|
22.04
|
|
Average
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1,285,800
|
|
|
|
1,270,963
|
|
|
|
1,234,453
|
|
Diluted
|
|
|
1,285,800
|
|
|
|
1,273,430
|
|
|
|
1,272,099
|
|
|
ITEM
2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
|
The
purpose of this discussion and analysis is to provide information necessary
to
gain an understanding of the financial condition, changes in financial condition
and results of operations of GS Financial Corp. (“GS Financial” or the
“Company”), and its subsidiary during the first quarter of 2008 and
2007. Virtually all of the Company’s operations are dependent on the
operations of its subsidiary, Guaranty Savings Bank (“Guaranty” or the
“Bank”). This discussion is presented 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
accompanying tables and the Company’s annual report on Form 10-K for the year
ended December 31, 2007.
FORWARD-LOOKING
STATEMENTS
In
addition to the historical information, this discussion includes certain
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Such statements include, but may not
be limited to comments regarding (a) the potential for earnings volatility
from
changes in the estimated allowance for loan losses over time, (b) the expected
growth rate of the loan portfolio, (c) future changes in the mix of deposits,
(d) the results of net interest income simulations run by the Company to measure
interest rate sensitivity, (d) the performance of Guaranty’s net interest income
and net interest margin assuming certain future conditions, and (f) changes
or
trends in certain expense levels.
Forward-looking
statements are based on numerous assumptions, certain of which may be referred
to specifically in connection with a particular statement. Some of
the more important assumptions include:
·
|
expectations
about overall economic strength and the performance of the economies
in
Guaranty’s market area,
|
·
|
expectations
about the movement of interest rates, including actions that may
be taken
by the Federal Reserve Board in response to changing economic
conditions,
|
·
|
reliance
on existing or anticipated changes in laws or regulations affecting
the
activities of the banking industry and other financial service
providers,
|
·
|
expectations
regarding the nature and level of competition, changes in customer
behavior and preferences, and Guaranty’s ability to execute its plans to
respond effectively, and
|
·
|
expectations
regarding the ability of Guaranty’s market area to recover economically
from the damages caused by Hurricane
Katrina.
|
Because
it is uncertain whether future conditions and events will confirm these
assumptions, there is a risk that the Company’s future results will differ
materially from what is stated or implied by such forward-looking
statements. The Company cautions the reader to consider this
risk. The Company undertakes no obligation to update any
forward-looking statement included in this quarterly report, whether as a result
of new information, future events or developments, or for any other
reason.
FINANCIAL
CONDITION
LOANS
AND ALLOWANCE FOR LOAN LOSSES
Total
loans increased $11.3 million, or 9.3%, from year-end 2007 to the end the first
quarter of 2008. Average net loans for the first quarter of 2008 were
$124.3 million, up $30.3 million (32.2%) compared to the first quarter of
2007. Table 1, which is based on regulatory reporting
classifications, shows loan balances at March 31, 2008 and at the end of the
four prior quarters and average loans outstanding during each
quarter.
TABLE
1. COMPOSITION OF LOAN PORTFOLIO
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
March
31
|
|
|
December
31
|
|
|
September
30
|
|
|
June
30
|
|
|
March
31
|
|
Real
estate loans – residential
|
|
$
|
66,124
|
|
|
$
|
62,481
|
|
|
$
|
58,885
|
|
|
$
|
55,282
|
|
|
$
|
51,056
|
|
Real
estate loans - commercial and other
|
|
|
53,445
|
|
|
|
45,757
|
|
|
|
43,528
|
|
|
|
42,822
|
|
|
|
40,019
|
|
Real
estate loans - construction
|
|
|
7,695
|
|
|
|
9,074
|
|
|
|
7,392
|
|
|
|
7,859
|
|
|
|
7,120
|
|
Consumer
loans
|
|
|
1,041
|
|
|
|
913
|
|
|
|
668
|
|
|
|
658
|
|
|
|
676
|
|
Commercial
business loans
|
|
|
4,929
|
|
|
|
3,625
|
|
|
|
2,779
|
|
|
|
2,264
|
|
|
|
2,306
|
|
Total
Loans
|
|
$
|
133,234
|
|
|
$
|
121,850
|
|
|
$
|
113,252
|
|
|
$
|
108,885
|
|
|
$
|
101,177
|
|
Average
Loans During Period
|
|
$
|
127,719
|
|
|
$
|
117,442
|
|
|
$
|
111,274
|
|
|
$
|
104,448
|
|
|
$
|
99,004
|
|
The
Bank
has hired four experienced commercial loan officers, a mortgage banking manager
and a residential loan officer since the beginning of 2006. The loan
growth since the beginning of 2006 reflects the start of an economic recovery
in
the Bank’s market area subsequent to Hurricane Katrina and the efforts of the
new loan officers.
All
loans
carry a degree of credit risk. Management’s evaluation of this risk ultimately
is reflected in the estimate of probable loan losses that is reported in the
Company’s financial statements as the allowance for loan
losses. Changes in this ongoing evaluation over time are reflected in
the provision for loan losses charged to operating expense. At March
31, 2008, the allowance for loan losses was $3.4 million, or 2.57% of total
loans. Table 2 presents an analysis of the activity in the allowance
for loan losses for the past five quarters. A reduction in the
allowance was taken in the second quarter of 2007 to reflect improvements in
the
quality of the loan portfolio as borrowers have exceeded management’s initial
expectations in meeting their obligations subsequent to Hurricane
Katrina. The increase in delinquencies in the first quarter of 2008
relates almost entirely to well-margined real estate loans that were issued
prior to Hurricane Katrina. One loan of $1.3 million secured by a
mixed-use property in Orleans Parish is the majority of the increase in
non-performing loans during the first quarter of 2008. The Bank is
actively monitoring all delinquent loans and believes its allowance for loan
losses is adequate to absorb any losses inherent in the loan
portfolio.
TABLE
2. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN
LOSSES
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
First
Quarter
|
|
|
Fourth
Quarter
|
|
|
Third
Quarter
|
|
|
Second
Quarter
|
|
|
First
Quarter
|
|
Beginning
Balance
|
|
$
|
3,432
|
|
|
$
|
3,432
|
|
|
$
|
3,432
|
|
|
$
|
3,732
|
|
|
$
|
3,732
|
|
Provision
(Reversal) for Loan Losses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(300
|
)
|
|
|
-
|
|
Loans
Charged Off
|
|
|
13
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
of loans previously charged off
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ending
Balance
|
|
$
|
3,419
|
|
|
$
|
3,432
|
|
|
$
|
3,432
|
|
|
$
|
3,432
|
|
|
$
|
3,732
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
to average loans
|
|
|
0.01
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Provision
for loan losses to charge-offs
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Allowance
for loan losses to charge-offs
(annualized)
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Allowance
for loan losses to total loans
|
|
|
2.57
|
%
|
|
|
2.82
|
%
|
|
|
3.03
|
%
|
|
|
3.15
|
%
|
|
|
3.69
|
%
|
Tables
3
and 4 set forth the Company’s delinquent loans and nonperforming assets at March
31, 2008 and at the end of the preceding four quarters. The
balances presented in Table 3 are total principal balances outstanding on the
loans rather than the actual principal past due. Nonperforming assets
consist of loans on nonaccrual status and foreclosed assets. There
were no loans 90 days delinquent and still accruing interest at the end of
any
of the five quarters presented.
TABLE
3. DELINQUENT LOANS
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
March
31
|
|
|
December
31
|
|
|
September
30
|
|
|
June
30
|
|
|
March
31
|
|
30-89
Days
|
|
$
|
5,574
|
|
|
$
|
3,305
|
|
|
$
|
4,054
|
|
|
$
|
2,577
|
|
|
$
|
1,234
|
|
90+
Days
|
|
|
3,162
|
|
|
|
1,438
|
|
|
|
990
|
|
|
|
502
|
|
|
|
335
|
|
Total
|
|
$
|
8,736
|
|
|
$
|
4,743
|
|
|
$
|
5,044
|
|
|
$
|
3,079
|
|
|
$
|
1,569
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
delinquent 90 days to total loans
|
|
|
2.37
|
%
|
|
|
1.18
|
%
|
|
|
0.87
|
%
|
|
|
0.46
|
%
|
|
|
0.33
|
%
|
Total
delinquent loans to total loans
|
|
|
6.56
|
%
|
|
|
3.89
|
%
|
|
|
4.45
|
%
|
|
|
2.83
|
%
|
|
|
1.55
|
%
|
Allowance
for loan losses to 90 day delinquent loans
|
|
|
108.13
|
%
|
|
|
238.66
|
%
|
|
|
346.67
|
%
|
|
|
683.67
|
%
|
|
|
1,114.03
|
%
|
Allowance
for loan losses to total delinquent loans
|
|
|
39.14
|
%
|
|
|
72.36
|
%
|
|
|
68.04
|
%
|
|
|
111.46
|
%
|
|
|
237.86
|
%
|
TABLE
4. NONPERFORMING ASSETS
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
March
31
|
|
|
December
31
|
|
|
September
30
|
|
|
June
30
|
|
|
March
31
|
|
Loans
accounted for on a nonaccrual basis
|
|
$
|
3,162
|
|
|
$
|
1,438
|
|
|
$
|
1,310
|
|
|
$
|
502
|
|
|
$
|
335
|
|
Foreclosed
assets
|
|
|
85
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
nonperforming assets
|
|
$
|
3,247
|
|
|
$
|
1,438
|
|
|
$
|
1,310
|
|
|
$
|
502
|
|
|
$
|
335
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming
assets to loans plus foreclosed assets
|
|
|
2.44
|
%
|
|
|
1.18
|
%
|
|
|
1.16
|
%
|
|
|
0.46
|
%
|
|
|
0.33
|
%
|
Nonperforming
assets to total assets
|
|
|
1.62
|
%
|
|
|
0.77
|
%
|
|
|
0.74
|
%
|
|
|
0.30
|
%
|
|
|
0.20
|
%
|
Allowance
for loan losses to nonperforming assets
|
|
|
105.30
|
%
|
|
|
238.66
|
%
|
|
|
261.98
|
%
|
|
|
683.67
|
%
|
|
|
1,114.03
|
%
|
INVESTMENT
IN SECURITIES
At
March
31, 2008, the Company’s total securities available-for-sale were $48.0 million,
compared to $47.7 million at December 31, 2007 and $50.4 million at March 31,
2007. Management expects that funding needs from loan
growth will lead to further reductions in the investment
portfolio. Proceeds from interest, dividends and principal repayments
that are not needed to fund new loan commitments will likely be reinvested
in
pass-through mortgage backed obligations.
At
March
31, 2008, the net unrealized losses on the Company’s entire securities portfolio
was $227,000, or 0.47% of amortized cost, compared to net unrealized losses
of
$167,000, or 0.35% of amortized cost at December 31, 2007. These
losses consist primarily of losses in collateralized mortgage obligations and
mutual funds caused by market concerns in the mortgage
industry. Management believes that these losses are temporary in
nature and will reverse themselves when interest rates become more favorable
for
those types of investments. The Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 159, which allows for
the
accounting for selected financial assets using the fair value
method. Certain financial institutions early-adopted Statement No.
159, allowing the institution to identify certain specific losses and take
them
as a charge to retained earnings rather than recognize the writedown of
securities as losses. The Company did not elect to early adopt
Statement No. 159
TABLE
5. COMPOSITION OF INVESTMENT PORTFOLIO
|
|
|
|
March
31, 2008
|
|
|
December
31, 2007
|
|
|
March
31, 2007
|
|
($
in thousands)
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
|
Amortized
Cost
|
|
|
Fair
Value
|
|
U.S.
Agency Securities
|
|
$
|
19,511
|
|
|
$
|
19,705
|
|
|
$
|
18,492
|
|
|
$
|
18,421
|
|
|
$
|
22,486
|
|
|
$
|
22,343
|
|
Mortgage
Backed Securities
|
|
|
8,460
|
|
|
|
8,560
|
|
|
|
8,849
|
|
|
|
8,912
|
|
|
|
5,302
|
|
|
|
5,345
|
|
Collateralized
Mortgage Obligations
|
|
|
14,417
|
|
|
|
14,039
|
|
|
|
14,736
|
|
|
|
14,633
|
|
|
|
16,781
|
|
|
|
16,537
|
|
Mutual
funds
|
|
|
5,803
|
|
|
|
5,660
|
|
|
|
5,837
|
|
|
|
5,781
|
|
|
|
5,836
|
|
|
|
5,818
|
|
Total
Investments
|
|
$
|
48,191
|
|
|
$
|
47,964
|
|
|
$
|
47,914
|
|
|
$
|
47,747
|
|
|
$
|
50,405
|
|
|
$
|
50,043
|
|
DEPOSITS
At
March
31, 2008, deposits increased $3.8 million, or 2.9% above the level at December
31, 2007 and increased $8.6 million, or 6.9% above the level at the end of
the
first quarter of the previous year. Average deposits totaled $130.8
million in the first quarter of 2008, a $1.3 million (1.0%) increase from the
fourth quarter of 2007 and an $8.1 million (6.6%) increase from the first
quarter of 2007.
Table
6
presents the composition of average deposits for the quarters ended March 31,
2008, December 31, 2007 and March 31, 2007.
TABLE
6. DEPOSIT COMPOSITION
|
|
|
|
First
Quarter 2008
|
|
|
Fourth
Quarter 2007
|
|
|
First
Quarter 2007
|
|
($
in thousands)
|
|
Average
Balances
|
|
|
%
of Deposits
|
|
|
Average
Balances
|
|
|
%
of Deposits
|
|
|
Average
Balances
|
|
|
%
of Deposits
|
|
Noninterest
bearing demand deposits
|
|
$
|
8,072
|
|
|
|
6.2
|
%
|
|
$
|
5,881
|
|
|
|
4.5
|
%
|
|
$
|
3,330
|
|
|
|
2.7
|
%
|
NOW
account deposits
|
|
|
23,345
|
|
|
|
17.8
|
|
|
|
23,764
|
|
|
|
18.3
|
|
|
|
18,833
|
|
|
|
15.4
|
|
Savings
deposits
|
|
|
18,600
|
|
|
|
14.2
|
|
|
|
19,229
|
|
|
|
14.8
|
|
|
|
21,980
|
|
|
|
17.9
|
|
Time
deposits
|
|
|
80,761
|
|
|
|
61.8
|
|
|
|
81,069
|
|
|
|
62.4
|
|
|
|
78,489
|
|
|
|
64.0
|
|
Total
|
|
$
|
130,778
|
|
|
|
100.0
|
%
|
|
$
|
129,943
|
|
|
|
100.0
|
%
|
|
$
|
122,632
|
|
|
|
100.0
|
%
|
BORROWINGS
At
March
31, 2008, the Company’s borrowings from the Federal Home Loan Bank increased
$10.6 million, or 39.1%, from December 31, 2007 and $21.8 million, or 139.3%,
from March 31, 2007. Average advances for the first quarter of 2008
were $34.9 million, up $13.3 million, or 61.4%, from the fourth quarter of
2007
and up $18.7 million, or 115.2%, from the prior year’s first
quarter. The increased borrowings were used to fund loan growth and
due to the interest rate environment represented a relatively inexpensive
wholesale funding source during the first quarter of 2008.
STOCKHOLDERS’
EQUITY AND CAPITAL ADEQUACY
At
March
31, 2008, stockholders’ equity totaled $28.1 million, down $43,000 from December
31, 2007. The $43,000 reduction in equity during the quarter during
the quarter as earnings of $126,000 were offset by an increase in unrealized
securities losses (net of taxes) of $41,000 and dividends of
$128,000.
Since
1998, the Company has been regularly repurchasing shares of its common stock
when shares have been available at prices and amounts deemed prudent by
management. Due to the highly capitalized condition of the Company,
management has felt in the past 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. These shares have not been retired and
could potentially serve as a source of capital funding should the need arise
in
the future. In 2007, an exercise of stock options led to the
reissuance of 30,000 shares of stock from treasury. This transaction
is not reflected in Table 7. Table 7 summarizes the repurchase of the
shares of its common stock by year.
TABLE
7. SUMMARY OF STOCK REPURCHASES
|
|
Year
Ended December 31,
|
|
Shares
|
|
|
Cost
($000)
|
|
|
Average
Price Per Share
|
|
1998
|
|
|
491,054
|
|
|
$
|
8,324
|
|
|
$
|
16.95
|
|
1999
|
|
|
299,000
|
|
|
|
3,653
|
|
|
|
12.22
|
|
2000
|
|
|
679,600
|
|
|
|
8,590
|
|
|
|
12.64
|
|
2001
|
|
|
305,684
|
|
|
|
4,612
|
|
|
|
15.09
|
|
2002
|
|
|
142,201
|
|
|
|
2,516
|
|
|
|
17.69
|
|
2003
|
|
|
216,181
|
|
|
|
4,109
|
|
|
|
19.01
|
|
2004
|
|
|
16,842
|
|
|
|
315
|
|
|
|
18.70
|
|
2005
|
|
|
3,907
|
|
|
|
74
|
|
|
|
19.06
|
|
2006
|
|
|
17,763
|
|
|
|
300
|
|
|
|
16.87
|
|
2007
|
|
|
10,468
|
|
|
|
188
|
|
|
|
18.00
|
|
2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
Stock Repurchases
|
|
|
2,182,700
|
|
|
$
|
32,681
|
|
|
$
|
14.97
|
|
The
ratios in Table 8 indicate that the Bank remained well capitalized at March
31,
2008. The regulatory capital ratios of Guaranty Savings Bank exceed
the minimum required ratios, and the Bank has been categorized as
“well-capitalized” in the most recent notice received from its primary
regulatory agency.
TABLE
8. CAPITAL AND RISK BASED CAPITAL RATIOS
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
March
31
|
|
|
December
31
|
|
|
March
31
|
|
Tier
1 regulatory capital
|
|
$
|
27,253
|
|
|
$
|
27,197
|
|
|
$
|
26,716
|
|
Tier
2 regulatory capital
|
|
|
1,400
|
|
|
|
1,260
|
|
|
|
1,144
|
|
Total
regulatory capital
|
|
$
|
28,653
|
|
|
$
|
28,457
|
|
|
$
|
27,860
|
|
Adjusted
total assets
|
|
$
|
198,660
|
|
|
$
|
184,285
|
|
|
$
|
167,755
|
|
Risk-weighted
assets
|
|
$
|
115,632
|
|
|
$
|
103,236
|
|
|
$
|
92,868
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
1 capital to adjusted total assets
|
|
|
13.72
|
%
|
|
|
14.76
|
%
|
|
|
13.74
|
%
|
Tier
1 capital to risk-weighted assets
|
|
|
23.57
|
%
|
|
|
26.34
|
%
|
|
|
34.61
|
%
|
Total
capital to risk-weighted assets
|
|
|
24.78
|
%
|
|
|
27.57
|
%
|
|
|
35.86
|
%
|
Shareholders'
equity to total assets
|
|
|
14.02
|
%
|
|
|
15.10
|
%
|
|
|
14.38
|
%
|
LIQUIDITY
AND CAPITAL RESOURCES
The
objective of liquidity management is to ensure that funds are available to
meet
cash flow requirements of depositors and borrowers, while at the same time
meeting the operating, capital and strategic cash flow needs of the Company
and
the Bank, all in the most cost-effective manner. The Company develops
its liquidity management strategies and measures and monitors liquidity risk
as
part of its overall asset/liability management process, making use of the
quantitative modeling tools to project cash flows under a variety of possible
scenarios.
On
the
liability side, liquidity management focuses on growing the base of more stable
core deposits at competitive rates, while at the same time ensuring access
to
economical wholesale funding sources. The sections above on Deposits
and Borrowings discuss changes in these liability-funding sources in the first
quarter of 2008.
Liquidity
management on the asset side primarily addresses the composition and maturity
structure of the loan and investment securities portfolios and their impact
on
the Company’s ability to generate cash flows from scheduled payments,
contractual maturities and prepayments, their use as collateral for borrowings
and possible sales on the secondary market.
Cash
generated from operations is another important source of funds to meet liquidity
needs. The consolidated statements of cash flows present operating
cash flows and summarize all significant sources and uses of funds for the
first
three months of 2008 and 2007.
Table
9
illustrates some of the factors that the Company uses to measure
liquidity. The Bank continues to have adequate liquidity but should
additional liquidity needs arise the Bank can pursue various options, including
liquidating investments or borrowing additional funds to fund continued loan
growth.
TABLE
9. KEY LIQUIDITY INDICATORS
|
|
|
|
2008
|
|
|
2007
|
|
($
in thousands)
|
|
March
31
|
|
|
December
31
|
|
|
March
31
|
|
Cash
and cash equivalents
|
|
$
|
11,491
|
|
|
$
|
9,462
|
|
|
$
|
12,428
|
|
Total
loans
|
|
|
133,234
|
|
|
|
121,850
|
|
|
|
101,177
|
|
Total
deposits
|
|
|
133,335
|
|
|
|
129,510
|
|
|
|
124,726
|
|
Deposits
$100,000 and over
|
|
|
40,478
|
|
|
|
35,586
|
|
|
|
29,309
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
loans to total deposits
|
|
|
99.93
|
%
|
|
|
94.08
|
%
|
|
|
81.15
|
%
|
Deposits
$100,000 and over to total deposits
|
|
|
30.36
|
%
|
|
|
27.48
|
%
|
|
|
23.50
|
%
|
RESULTS
OF OPERATIONS
NET
INTEREST INCOME
Net
interest income for the first quarter of 2008 increased $122,000, or 8.9%,
from
the first quarter of 2007, as average earning assets increased 15.9% between
these periods. First quarter net interest income for 2008 was down
$36,000, or 2.4%, on earning assets that were up 8.0% compared with the fourth
quarter of 2007. The increase in earning asset balances was offset by
decreasing yields on earning assets caused by the sharp interest rate decreases
in the first quarter of 2008 and a significant loan being placed on non-accrual
causing the reversal of $42,000 in previously earned interest income, adversely
impacting the Bank’s net interest margin.
The
Company’s net interest margin level of 3.21% was a 29 basis point decrease from
the fourth quarter of 2007 and a 23 basis point decrease compared to 3.44%
in
the year-earlier quarter. Tables 10 and 11 show the components of the
Company’s net interest margin in the first quarter of 2008 and the changes in
those components from the fourth quarter of 2007 and first quarter of
2007.
During
the first quarter of 2008, interest income from earning assets was down $13,000,
or 0.4%, from the fourth quarter of 2007 and up $333,000, or 12.5%, from the
first quarter of 2007. The increase compared to the first quarter of
2007 was volume driven, with the 15.9% year-to-year growth in average earning
assets. Compared with the fourth quarter of 2007, the $13,000
interest income decrease was caused by a 59 basis point drop in the yield on
earning assets more than offsetting the 8.0% increase in average earning asset
balances from quarter to quarter.
During
the first quarter of 2008, interest expense was up $23,000, or 1.6%, from the
fourth quarter of 2007 and up $211,000, or 16.4%, from the first quarter of
2007. The increases from the prior year and prior quarter are due to
increases in the average volume of interest bearing liabilities as the cost
of
interest bearing liabilities has decreased by 23 basis points from the fourth
quarter of 2007 and by 3 basis points in comparison with the first quarter
of
2007.
The
average cost on interest bearing deposits decreased to 3.58% for the first
quarter of 2008, from 3.78% in the fourth quarter of 2007 and 3.61% in the
first
quarter of 2007. These changes in rates accounted for decreases of
$84,000 and $22,000 in interest expense from the fourth and first quarters
of
2007, respectively. The changes in interest costs have been slower in
response to the Federal Reserve’s rate cuts than the interest earning assets,
but the Bank has substantial deposit and borrowing repricing opportunities
due
to maturities in the remainder of 2008.
Average
borrowings were up $13.3 million for the first quarter of 2008 compared to
the
fourth quarter of 2007, and up $18.7 million compared to the first quarter
of
2007. These increases in the average balances, which were incurred to
fund loan growth, accounted for $154,000 and $217,000 in increased interest
expense for each respective time frame.
TABLE
10. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND INTEREST
RATES
|
|
|
|
First
Quarter 2008
|
|
|
Fourth
Quarter 2007
|
|
|
First
Quarter 2007
|
|
($
in thousands)
|
|
Average
Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Average
Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
|
Average
Balance
|
|
|
Interest
|
|
|
Average
Yield/
Cost
|
|
ASSETS
|
|
INTEREST-EARNING
ASSETS
|
|
Loans
|
|
$
|
127,725
|
|
|
|
2,199
|
|
|
|
6.85
|
%
|
|
$
|
117,442
|
|
|
$
|
2,239
|
|
|
|
7.65
|
%
|
|
$
|
99,004
|
|
|
|
1,793
|
|
|
|
7.34
|
%
|
U.S.
Agency securities
|
|
|
21,981
|
|
|
|
333
|
|
|
|
6.03
|
|
|
|
20,997
|
|
|
|
312
|
|
|
|
5.96
|
|
|
|
21,337
|
|
|
|
307
|
|
|
|
5.84
|
|
Mortgage-backed
securities
|
|
|
8,804
|
|
|
|
120
|
|
|
|
5.42
|
|
|
|
6,301
|
|
|
|
84
|
|
|
|
5.35
|
|
|
|
3,901
|
|
|
|
57
|
|
|
|
5.93
|
|
Collateralized
mortgage obligations
|
|
|
14,537
|
|
|
|
197
|
|
|
|
5.39
|
|
|
|
14,832
|
|
|
|
200
|
|
|
|
5.41
|
|
|
|
16,849
|
|
|
|
230
|
|
|
|
5.54
|
|
Mutual
funds
|
|
|
5,769
|
|
|
|
67
|
|
|
|
4.62
|
|
|
|
5,783
|
|
|
|
74
|
|
|
|
5.13
|
|
|
|
10,086
|
|
|
|
128
|
|
|
|
5.15
|
|
Total
investment in securities
|
|
|
51,091
|
|
|
|
717
|
|
|
|
5.64
|
|
|
|
47,913
|
|
|
|
670
|
|
|
|
5.55
|
|
|
|
52,173
|
|
|
|
722
|
|
|
|
5.61
|
|
FHLB
stock
|
|
|
1,547
|
|
|
|
12
|
|
|
|
3.09
|
|
|
|
1,043
|
|
|
|
13
|
|
|
|
5.00
|
|
|
|
982
|
|
|
|
14
|
|
|
|
5.78
|
|
Federal
funds sold and demand deposits
|
|
|
6,805
|
|
|
|
59
|
|
|
|
3.45
|
|
|
|
6,867
|
|
|
|
78
|
|
|
|
4.56
|
|
|
|
9,358
|
|
|
|
125
|
|
|
|
5.42
|
|
Total
interest-earning assets
|
|
|
187,168
|
|
|
|
2,987
|
|
|
|
6.35
|
%
|
|
|
173,265
|
|
|
|
3,000
|
|
|
|
6.94
|
%
|
|
|
161,517
|
|
|
|
2,654
|
|
|
|
6.66
|
%
|
NONINTEREST-EARNING
ASSETS
|
|
Other
assets
|
|
|
11,685
|
|
|
|
|
|
|
|
|
|
|
|
11,219
|
|
|
|
|
|
|
|
|
|
|
|
9,282
|
|
|
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
|
(3,432
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,432
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,732
|
)
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
195,421
|
|
|
|
|
|
|
|
|
|
|
$
|
181,052
|
|
|
|
|
|
|
|
|
|
|
$
|
167,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
INTEREST-BEARING
LIABILITIES
|
|
NOW
account deposits
|
|
$
|
23,345
|
|
|
|
159
|
|
|
|
2.71
|
%
|
|
$
|
23,764
|
|
|
$
|
192
|
|
|
|
3.24
|
%
|
|
$
|
18,833
|
|
|
|
142
|
|
|
|
3.06
|
%
|
Savings
deposits
|
|
|
18,601
|
|
|
|
40
|
|
|
|
0.86
|
|
|
|
19,229
|
|
|
|
52
|
|
|
|
1.08
|
|
|
|
21,980
|
|
|
|
68
|
|
|
|
1.25
|
|
Time
deposits
|
|
|
80,761
|
|
|
|
891
|
|
|
|
4.39
|
|
|
|
81,068
|
|
|
|
937
|
|
|
|
4.64
|
|
|
|
78,489
|
|
|
|
852
|
|
|
|
4.41
|
|
Total
interest-bearing deposits
|
|
|
122,707
|
|
|
|
1,090
|
|
|
|
3.58
|
|
|
|
124,061
|
|
|
|
1,181
|
|
|
|
3.78
|
|
|
|
119,302
|
|
|
|
1,062
|
|
|
|
3.61
|
|
Borrowings
|
|
|
34,931
|
|
|
|
405
|
|
|
|
4.61
|
|
|
|
21,645
|
|
|
|
291
|
|
|
|
5.39
|
|
|
|
16,230
|
|
|
|
222
|
|
|
|
5.55
|
|
Total
interest-bearing liabilities
|
|
|
157,638
|
|
|
|
1,495
|
|
|
|
3.82
|
%
|
|
|
145,706
|
|
|
|
1,472
|
|
|
|
4.05
|
%
|
|
|
135,532
|
|
|
|
1,284
|
|
|
|
3.85
|
%
|
NONINTEREST-BEARING
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
Demand
deposits
|
|
|
8,072
|
|
|
|
|
|
|
|
|
|
|
|
5,881
|
|
|
|
|
|
|
|
|
|
|
|
3,330
|
|
|
|
|
|
|
|
|
|
Other
liabilities
|
|
|
1,196
|
|
|
|
|
|
|
|
|
|
|
|
1,325
|
|
|
|
|
|
|
|
|
|
|
|
951
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
28,515
|
|
|
|
|
|
|
|
|
|
|
|
28,140
|
|
|
|
|
|
|
|
|
|
|
|
27,254
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$
|
195,421
|
|
|
|
|
|
|
|
|
|
|
$
|
181,052
|
|
|
|
|
|
|
|
|
|
|
$
|
167,067
|
|
|
|
|
|
|
|
|
|
Net
interest income and margin
|
|
|
|
|
|
$
|
1,492
|
|
|
|
3.21
|
%
|
|
|
|
|
|
$
|
1,528
|
|
|
|
3.50
|
%
|
|
|
|
|
|
$
|
1,370
|
|
|
|
3.44
|
%
|
Net
interest-earning assets and spread
|
|
$
|
29,670
|
|
|
|
|
|
|
|
2.53
|
%
|
|
$
|
26,093
|
|
|
|
|
|
|
|
2.89
|
%
|
|
$
|
25,985
|
|
|
|
|
|
|
|
2.81
|
%
|
Cost
of funding interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
3.20
|
%
|
|
|
|
|
|
|
|
|
|
|
3.37
|
%
|
|
|
|
|
|
|
|
|
|
|
3.14
|
%
|
TABLE
11. SUMMARY OF CHANGES IN NET INTEREST
MARGIN
|
|
|
First
Quarter 2008 Compared to:
|
|
|
Fourth
Quarter of 2007
|
|
|
First
Quarter of 2007
|
|
|
Due
to Change in
|
|
|
Total
Increase (Decrease)
|
|
|
Due
to Change in
|
|
Total
Increase (Decrease)
|
($
in thousands)
|
|
Volume
|
|
|
Rate
|
|
|
Volume
|
|
|
Rate
|
|
INTEREST
INCOME
|
Loans
|
|
$
|
177
|
|
|
$
|
(217
|
)
|
|
$
|
(40
|
)
|
|
$
|
479
|
|
$ (73)
|
$ 406
|
U.S.
Agency securities
|
|
|
15
|
|
|
|
6
|
|
|
|
21
|
|
|
|
10
|
|
16
|
26
|
Mortgage-backed
securities
|
|
|
34
|
|
|
|
2
|
|
|
|
36
|
|
|
|
67
|
|
(4)
|
63
|
Collateralized
mortgage obligations
|
|
|
(4
|
)
|
|
|
1
|
|
|
|
(3
|
)
|
|
|
(31
|
)
|
(2)
|
(33)
|
Mutual
funds
|
|
|
0
|
|
|
|
(7
|
)
|
|
|
(7
|
)
|
|
|
(50
|
)
|
(11)
|
(61)
|
Total
investment in securities
|
|
|
45
|
|
|
|
2
|
|
|
|
47
|
|
|
|
(4
|
)
|
(1)
|
(5)
|
FHLB
stock
|
|
|
4
|
|
|
|
(5
|
)
|
|
|
(1
|
)
|
|
|
4
|
|
(6)
|
(2)
|
Federal
funds sold and demand deposits
|
|
|
(1
|
)
|
|
|
(18
|
)
|
|
|
(19
|
)
|
|
|
(22
|
)
|
(44)
|
(66)
|
Total
interest income
|
|
|
225
|
|
|
|
(238
|
)
|
|
|
(13
|
)
|
|
|
457
|
|
(124)
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST
EXPENSE
|
NOW
account deposits
|
|
$
|
(3
|
)
|
|
$
|
(30
|
)
|
|
$
|
(33
|
)
|
|
$
|
31
|
|
$ (14)
|
$ 17
|
Savings
deposits
|
|
|
(1
|
)
|
|
|
(11
|
)
|
|
|
(12
|
)
|
|
|
(7
|
)
|
(21)
|
(28)
|
Time
deposits
|
|
|
(3
|
)
|
|
|
(43
|
)
|
|
|
(46
|
)
|
|
|
26
|
|
13
|
39
|
Total
interest-bearing deposits
|
|
|
(7
|
)
|
|
|
(84
|
)
|
|
|
(91
|
)
|
|
|
50
|
|
(22)
|
28
|
Borrowings
|
|
|
154
|
|
|
|
(40
|
)
|
|
|
114
|
|
|
|
217
|
|
(34)
|
183
|
Total
interest expense
|
|
|
147
|
|
|
|
(124
|
)
|
|
|
23
|
|
|
|
267
|
|
(56)
|
211
|
Change
in net interest income
|
|
|
78
|
|
|
|
(114
|
)
|
|
|
(36
|
)
|
|
|
190
|
|
(68)
|
122
|
PROVISION
FOR LOAN LOSSES
The
Company made no provision for loan losses in the first quarter of 2008 or 2007,
nor in the fourth quarter of 2007. There was a charge-off of $13,000
in the first quarter of 2008 and there were no charge-offs in the
fourth or first quarters of 2007.
For
a
more detailed discussion of changes in the allowance for loan losses,
nonperforming assets and general credit quality, see the earlier section on
Loans and Allowance for Loan Losses. The future level of the
allowance for loan losses will reflect management’s ongoing evaluation of credit
risk, based on established internal policies and practices.
NON-INTEREST
INCOME
Non-interest
income before securities transactions was up $86,000, or 297%, for the first
quarter of 2008 compared to the same time period of 2007. Gains on
the sale of mortgage loans totaled $95,000 for the quarter, up from $4,000
for
the first quarter of 2007. Mortgage loan sales are a key element of
the Bank’s strategy and should continue as a significant source of non-interest
income. The major categories of non-interest income for the three
months ended March 31, 2008 and 2007 are presented in Table 12.
TABLE
12. NON-INTEREST INCOME
|
|
|
|
|
($
in thousands)
|
|
First
Quarter 2008
|
|
|
First
Quarter 2007
|
|
|
Percentage
Increase (Decrease)
|
|
Service
charges on deposit accounts
|
|
$
|
5
|
|
|
$
|
4
|
|
|
|
25
|
%
|
ATM
surcharges and network fees
|
|
|
3
|
|
|
|
1
|
|
|
|
200
|
|
Early
closing penalties
|
|
|
1
|
|
|
|
4
|
|
|
|
(75
|
)
|
Income
from real estate held for investment
|
|
|
14
|
|
|
|
13
|
|
|
|
8
|
|
Gain
on sales of mortgage loans
|
|
|
95
|
|
|
|
4
|
|
|
|
2,275
|
|
Miscellaneous
|
|
|
(3
|
)
|
|
|
3
|
|
|
|
n/a
|
|
Total
noninterest income before securities transactions
|
|
|
115
|
|
|
|
29
|
|
|
|
297
|
|
Securities
transactions
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Total
noninterest income
|
|
$
|
115
|
|
|
$
|
29
|
|
|
|
297
|
%
|
NON-INTEREST
EXPENSE
Non-interest
expense for the first quarter of 2008 totaled $1.4 million, a $140,000, or
11%
increase from the first quarter of 2007. This expense growth was
expected as part of management’s long-term plan to grow through increasing its
branch locations, product offerings, delivery channels and adding banking
professionals. The growth in expenses has been accompanied by
increases in production, and as a result both non-interest expense as a
percentage of average assets and the Company’s efficiency ratio improved in the
first quarter of 2008 compared to the same period in
2007. Non-interest expense for the three months ended March 31, 2008
and 2007 are presented in Table 13 below.
TABLE
13. NON-INTEREST EXPENSE
|
|
|
|
|
($
in thousands)
|
|
First
Quarter 2008
|
|
|
First
Quarter 2007
|
|
|
Percentage
Increase (Decrease)
|
|
Employee
compensation
|
|
$
|
639
|
|
|
$
|
546
|
|
|
|
17
|
%
|
Employee
benefits
|
|
|
225
|
|
|
|
247
|
|
|
|
(9
|
)
|
Total
personnel expense
|
|
|
864
|
|
|
|
793
|
|
|
|
9
|
|
Net
occupancy expense
|
|
|
200
|
|
|
|
136
|
|
|
|
47
|
|
Ad
Valorem taxes
|
|
|
75
|
|
|
|
65
|
|
|
|
15
|
|
Data
processing costs
|
|
|
71
|
|
|
|
71
|
|
|
|
-
|
|
Advertising
|
|
|
12
|
|
|
|
21
|
|
|
|
(43
|
)
|
ATM
server expense
|
|
|
9
|
|
|
|
6
|
|
|
|
50
|
|
Professional
fees
|
|
|
48
|
|
|
|
49
|
|
|
|
(2
|
)
|
Deposit
insurance and supervisory fees
|
|
|
29
|
|
|
|
27
|
|
|
|
7
|
|
Printing
and office supplies
|
|
|
22
|
|
|
|
30
|
|
|
|
(27
|
)
|
Telephone
|
|
|
17
|
|
|
|
14
|
|
|
|
21
|
|
Dues
and Subscriptions
|
|
|
25
|
|
|
|
25
|
|
|
|
-
|
|
Other
operating expenses
|
|
|
44
|
|
|
|
39
|
|
|
|
13
|
|
Total
non-interest expense
|
|
$
|
1,416
|
|
|
$
|
1,276
|
|
|
|
11
|
%
|
Non-interest
expense/average assets
|
|
|
2.91
|
%
|
|
|
3.10
|
%
|
|
|
|
|
Efficiency
ratio
|
|
|
88.17
|
%
|
|
|
93.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel
costs, which represent the largest component of non-interest expense, increased
$71,000, or 9%, to $864,000 in the first quarter of 2008 compared to $793,000
in
the first quarter of 2007.
Occupancy
expense increased by $64,000, or 47%, in the first quarter of 2008 compared
to
the first quarter of 2007. This is the result of the Canal St. branch
in New Orleans being re-opened during 2007, the Westbank branch in Harvey newly
opening in 2007, and the Ponchatoula loan production office being converted
to a
full-service branch during the first quarter of 2007.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
Not
Applicable.
Item
4T - 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, our 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 SEC’s rules and regulations and are operating in an effective
manner.
No
change
in our internal control over financial reporting (as defined in Rules 13a–15(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
1A. Risk Factors
Not
applicable.
Item
2 – Unregistered Sales of Equity Securities and Use of
Proceeds
(a)
Not
applicable
(b)
Not
applicable
(c)
|
There
were no issuer purchases of equity securities during the
quarter.
|
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
3.1
(1)
|
Articles
of Incorporation of GS Financial Corp.
|
3.2
(1)
|
Bylaws
of GS Financial Corp.
|
4.1
(1)
|
Stock
Certificate of GS Financial Corp.
|
10.1
(2)
|
GS
Financial Corp. Stock Option Plan
|
10.2
(2)
|
GS
Financial Corp. Recognition and Retention Plan and Trust Agreement
for
Employees and Non-Employee Directors
|
10.3
(3)
|
Early
Retirement and Consulting Agreement by and among GS Financial Corp.,
Guaranty Savings and Homestead Association and Donald C. Scott Dated
January 7, 2005
|
10.4
(4)
|
Letter
Agreement, dated as of December 8, 2005, by and between Guaranty
Savings
and Homestead Association and Stephen E. Wessel
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer
|
32.0
|
Certification
pursuant to 18 U.S.C. Section 1350
|
(1)
|
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.
|
(2)
|
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)
|
(3)
|
Incorporated
herein by reference from the current report on Form 8-K, dated January
7,
2005 filed by the registrant with the SEC (Commission File No.
000-22269).
|
(4)
|
Incorporated
herein by reference from the current report on Form 8-K, dated December
8,
2005 filed by the registrant with the SEC (Commission File No.
000-22269).
|
In
accordance with the requirements of the Exchange Act, the Registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GS
FINANCIAL CORP.
Date:
|
May
15, 2008
|
By:
|
/s/
Stephen E. Wessel
|
|
|
Stephen
E. Wessel
President
and
Chief Executive Officer
|
Date:
|
May
15, 2008
|
By:
|
/s/
J. Andrew Bower
|
|
|
J.
Andrew Bower
Chief
Financial Officer
|
GS Financial Corp. (MM) (NASDAQ:GSLA)
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