United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the three months ended June 30, 2000 Commission File Number: 0-22269 GS Financial Corp. (Exact Name of Registrant as Specified in its Charter) Louisiana 72-1341014 (State or Other Jurisdiction (IRS Employer ID Number) of Incorporation or Organization) 3798 Veterans Blvd. Metairie, LA 70002 (Address of Principal Executive Offices) Registrant's Telephone Number: (504) 457-6220 Indicate by check 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 11, 2000, there were 1,995,446 shares of the Registrant's Common stock outstanding. The financial statements contained within this Form 10-Q at and for the three and six months ended June 30, 2000 and 1999 represent the consolidated financial position and results of operations of GS Financial Corp. GS Financial Corp. Form 10-Q Three Months ended June 30, 2000 Table of Contents Part I - Financial Information Item 1 Financial Statements Consolidated Balance Sheets (as of June 30, 2000 Unaudited and December 31, 1999 Audited) 3 Consolidated Statements of Operations (For the three and six months ended June 30, 2000 and 1999 Unaudited) 4 Consolidated Statements of Changes in Stockholders' Equity (For the six months ended June 30, 2000 and 1999 Unaudited) 5 Consolidated Statements of Cash Flows (For the six months ended June 30, 2000 and 1999 Unaudited) 6-7 Notes to Consolidated Financial Statements 7-12 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-17 Item 3 Quantitative and Qualitative Disclosures about Market Risk 17 Part II Other Information 17 Item 1 Legal Proceedings 17 Item 2 Changes in Securities 17 Item 3 Defaults Upon Senior Securities 17 Item 4 Submission of Matters to a Vote of Security Holders 17 Item 5 Other Information 18 Item 6 Exhibits and Reports on Form 8-K 18 GS Financial Corp. Consolidated Balance Sheets (Dollars in Thousands) (Unaudited) June 30, 2000 December 31, 1999 --------------- ----------------- ASSETS Cash and Due from Banks $ 83 $ 145 Interest Bearing Deposits in Other Banks 2,291 1,759 Federal Funds Sold 1,675 600 Investment Securities 6,641 10,483 Loans (Net) 72,356 70,066 Mortgage-Backed Securities 12,180 16,275 Collateralized Mortgage Obligations 47,669 52,080 Accrued Interest Receivable 700 750 Premises & Equipment 2,581 2,646 Other Assets 3,523 3,178 ----------- ---------- TOTAL ASSETS $ 149,699 $ 157,982 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Interest Bearing Deposits $ 56,768 $ 59,172 Non-Interest Bearing Deposits 843 811 Borrowings 52,550 53,988 Other Liabilities 664 463 ----------- ---------- TOTAL LIABILITIES 110,825 114,434 STOCKHOLDERS' EQUITY Common Stock & Additional Paid in Capital 33,932 33,856 Treasury Stock (16,902) (11,978) Accumulated Other Comprehensive Income (648) (580) Unearned ESOP Stock (1,787) (1,927) Unearned RRP Trust Stock (1,974) (1,974) Other Stockholders' Equity 26,253 26,151 ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 38,874 43,548 ----------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 149,699 $ 157,982 =========== ========== GS Financial Corp. Consolidated Statements of Operations (Dollars in Thousands, except per share data) (Unaudited) For the three Months For the six Months ended June 30, ended June 30, 2000 1999 2000 1999 ---------------------------------------- INTEREST INCOME (from) Loans $ 1,429 $ 1,316 $ 2,834 $ 2,607 Mortgage-Backed Securities 254 318 538 661 Investment Securities 100 263 225 592 Collateralized Mortgage Obligations 893 549 1,813 1,126 Other Interest Income 146 62 210 111 ----- ----- ----- ----- TOTAL INTEREST INCOME 2,822 2,508 5,620 5,097 ----- ----- ----- ----- INTEREST EXPENSE (on) Deposits 634 636 1,257 1,275 FHLB Advances 768 576 1,512 1,174 ----- ----- ----- ----- TOTAL INTEREST EXPENSE 1,402 1,212 2,769 2,449 ----- ----- ----- ----- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 1,420 1,296 2,851 2,648 PROVISION FOR LOAN LOSSES - - - - ----- ----- ----- ----- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,420 1,296 2,851 2,648 ----- ----- ----- ----- NON-INTEREST INCOME Gain/(Loss) on Investments (199) (10) (259) (17) Other Income 3 2 5 6 ----- ----- ----- ----- TOTAL NON-INTEREST INCOME (196) ( 8) (254) (11) OTHER EXPENSES Compensation and Benefits 525 505 1,053 1,019 Net Occupancy Expense 76 72 156 140 Other Expenses 267 241 493 461 ----- ----- ----- ----- TOTAL OTHER EXPENSES 868 818 1,702 1,620 ----- ----- ----- ----- INCOME BEFORE TAX EXPENSE 356 470 895 1,017 INCOME TAX EXPENSE 133 161 340 362 ----- ----- ----- ----- NET INCOME $ 223 $ 309 $ 555 $ 655 ===== ===== ===== ===== EARNINGS PER SHARE - PRIMARY $ .11 $ .13 $ .25 $ .27 EARNINGS PER SHARE - DILUTED $ .11 $ .13 $ .25 $ .27 GS Financial Corp. Consolidated Statements of Changes in Stockholders' Equity For The Six Months Ended June 30, 2000, and 1999 (Dollars in Thousands) (Unaudited) Accumulated Additional Unearned Unearned Other Total Common Paid-In Treasury ESOP RRP Trust Retained Comprehensive Stockholders' Stock Capital Stock Stock Stock Earnings Income Equity BALANCE AT DECEMBER 31, 1998 $ 34 $33,810 $ (8,324) $ (2,208) $ (2,193) $ 25,622 $ 1,768 $ 48,509 Net Income-6 months Ended June 30, 1999 - - - - - 655 - 655 Other Comprehensive Income Net of Applicable Deferred Income Taxes - - - - - - (942) (942) Purchase of Treasury Stock - - (3,654) - - - - (3,654) Retirement of ESOP Debt - 74 - 140 - - - 214 Cash Dividends Paid - - - - - (443) - (443) BALANCE AT June 30, 1999 $ 34 $ 33,884 $(11,978) $(2,068) $(2,193) $ 25,834 $ 826 $ 44,339 BALANCE AT DECEMBER 31, 1999 $ 34 $ 33,822 $(11,978) $(1,927) $(1,974) $ 26,151 $ (580) $ 43,548 Net Income-6 months Ended June 30, 2000 - - - - - 555 - 555 Other Comprehensive Income Net of Applicable Deferred Income Taxes - - - - - - (68) (68) Purchase of Treasury Stock - - (4,924) - - - - (4,924) Retirement of ESOP Debt - 76 - 140 - - - 216 Cash Dividends Paid - - - - - (453) - (453) BALANCE AT JUNE 30, 2000 $ 34 $ 33,898 $ (16,902) $(1,787) $(1,974) $ 26,253 $ (648) $ 38,874 GS Financial Corp. Consolidated Statements of Cash Flows (Dollars in Thousands) (Unaudited) For the Six Months Ended June 30, ----------------------- 2000 1999 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 555 $ 655 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 70 53 Premiums Amortized (47) 131 Loss on Sale of Loans - 5 Loss on Sale of Foreclosed Real Estate - 3 Net Loan Fees (1) - ESOP Expense 185 179 RRP Expense 78 77 Loss on Sale of Investments 259 12 (Increase)/Decrease in Prepaid Income Tax (44) 69 Changes in Deferred Income Tax (263) 12 Changes in Operating Assets and Liabilities: Decrease/(Increase) in Accrued Interest Receivable 50 (18) (Increase) in Deferred Charges (51) (57) (Decrease)/Increase in Accrued Income Tax (18) 9 Increase/(Decrease) in Other Liabilities 176 (143) Decrease/(Increase) in Other Assets 2 ( 3) ------ ------- Net Cash Provided by Operating Activities 951 984 CASH FLOWS FROM INVESTING ACTIVITIES Redemption of ARM Mutual Fund 1,039 103 Purchase of CMOs - (15,422) Proceeds from Maturities of CMOs 4,370 11,940 Proceeds from Maturities of Available- For-Sale Securities 411 3,015 Proceeds from Maturities of Mortgage-Backed Securities 1,011 4,042 Sale/(Purchase) of IMF Mutual Fund (Net) 2,427 (1,703) Proceeds from Sales of Mortgage- Backed Securities 3,125 - Net Loan Originations (2,278) (1,868) Purchases of Premises and Equipment ( 4) ( 7) GS Financial Corp. Consolidated Statements of Cash Flows (Dollars in Thousands) (Unaudited) For the Six Months Ended June 30, ----------------------- Cash Flows from Investing Activities (Continued) 2000 1999 ---- ---- Dividend on ARM Fund (15) ( 40) Dividend on IMF Fund (36) (205) Investment in Foreclosed Real Estate (116) - Purchase of FHLB Stock - (133) Non-Cash Dividend - FHLB Stock (139) (63) ---------- ------- Net Cash Provided By/(Used) in Investing Activities 9,795 (341) ---------- ------- CASH FLOW FROM FINANCING ACTIVITIES Net Decrease in Deposits (2,363) (812) Purchases of Treasury Stock (4,924) (3,654) Net (Decrease)/Increase in Unapplied Loan Payments (6) 3 Payment of Cash Stock Dividends (453) (443) Net (Decrease)/Increase in Advance Payments by Borrowers for Taxes and Insurance (16) 3 Net (Decrease)/Increase in FHLB Advances (1,439) 4,445 ---------- --------- Net Cash (Used in) Financing Activities (9,201) (458) ---------- --------- NET CASH EQUIVALENTS 1,545 185 CASH AND CASH EQUIVALENTS - January 1, 2,504 1,810 ---------- --------- CASH AND CASH EQUIVALENTS - June 30, $ 4,049 $ 1,995 ========== ========= NOTES TO CONSOLIDATED FINANCIAL STATEMENTS General 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"). (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements represent the consolidated financial position, results of operations and cash flows of the Company. The accompanying financial statements were prepared in accordance with instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, all adjustments, consisting only of normally recurring accruals, which, in the opinion of management are necessary for a fair presentation of the financial statements, have been included. The results of operations for the three months ended June 30, 2000 are not necessarily indicative of the results to be expected for the year ending December 31, 2000. The unaudited consolidated financial statements and the notes included herein should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1999. (2) EMPLOYEE STOCK OWNERSHIP PLAN The GS Financial Employee Stock Ownership Plan ("ESOP") purchased 275,080 shares of the Company's common stock on April 1, 1997, financed by a loan from the Company, as part of the Company's Conversion from mutual to stock form of organization. The loan is secured by those ESOP shares not yet allocated to plan participants. At June 30, 2000, there were 192,715 unallocated shares and the balance of the loan was $2.0 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. (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 2,085,362 for the three months ended June 30, 2000 and 2,319,027 shares for the three months ended June 30, 1999. For the six months ended June 30, 2000 and 1999, average weighted shares outstanding were 2,214,296 and 2,459,532 shares, respectively. During the three months ended June 30, 2000 and 1999, the Company declared and paid cash dividends in the amount of $.09 per common share. (4) INVESTMENTS June 30, 2000 December 31, 1999 -------------- ----------------- (Dollars in thousands) Amortized Market Amortized Market AVAILABLE FOR SALE Cost Value Cost Value US Government and Agency Obligations $ 4,268 $ 4,288 $ 4,678 $ 4,683 ARM Mutual Fund 360 351 1,390 1,381 IMF Mutual Fund 688 545 2,972 2,725 FHLMC Stock 35 1,457 35 1,694 ------ ------ ------ ------ Total $ 5,351 $ 6,641 $ 9,075 $ 10,483 ====== ====== ====== ====== (5) LOANS June 30, December 31, (Dollars in Thousands) 2000 1999 -------- ----------- Total Loans $ 72,762 $ 70,484 Allowance for Loan Losses (413) (424) Net Unearned Fees 7 6 -------- -------- TOTAL NET LOANS $ 72,356 $ 70,066 ======== ======== Permanent Mortgages (1-4 family) $ 69,834 $ 67,648 Construction (1-4 family) 768 646 Commercial Mortgages 1,297 1,377 Other Mortgages 627 446 Consumer (secured by deposits) 236 367 ---------- ---------- TOTAL LOANS $ 72,762 $ 70,484 ======== ======== Allowance for Loan Losses (Dollars in Thousands) 2000 1999 ----- ----- Beginning Balance, March 31, $ 413 $ 463 Provision for Losses - - Loans Charged Off - - ----- ----- Ending Balance, June 30, $ 413 $ 463 ===== ===== (6) MORTGAGE-BACKED SECURITIES June 30, December 31, 2000 1999 --------- ------------ (Dollars in thousands) Amortized Market Amortized Market AVAILABLE FOR SALE Cost Value Cost Value ------ ----- ------ ----- GNMA Fixed-Rate (1-4 family) $ 9,485 $ 9,205 $ 10,160 $ 9,803 FHLMC Fixed-Rate (1-4 family) 1,213 1,186 1,328 1,297 FNMA Fixed-Rate (1-4 family) 1,838 1,789 5,255 5,175 ------ ------ ------ ------ TOTAL MORTGAGE-BACKED SECURITIES $ 12,536 $ 12,180 $ 16,743 $ 16,275 ====== ====== ====== ====== (7) COLLATERALIZED MORTGAGE OBLIGATIONS June 30, December 31, 2000 1999 --------- ------------ (Dollars in thousands) Amortized Market Amortized Market AVAILABLE FOR SALE Cost Value Cost Value ------ ----- ------ ----- FNMA $ 6,485 $ 6,017 $ 8,058 $ 7,584 FHLMC 16,183 15,411 17,347 16,824 Private Issue 26,919 26,241 28,493 27,672 ------ ------ ------ ------ TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS $ 49,587 $ 47,669 $ 53,898 $ 52,080 ====== ====== ====== ====== (8) INTEREST BEARING DEPOSITS June 30, December 31, 2000 1999 --------- ----------- (Dollars in thousands) Passbook Savings $ 19,179 $ 20,170 Certificates of Deposits 37,470 39,002 NOW Accounts 119 - ------- ------ TOTAL INTEREST BEARING DEPOSITS $ 56,768 $ 59,172 ======= ====== (9) FEDERAL HOME LOAN BANK ADVANCES June 30, December 31, 2000 1999 --------- ----------- (Dollars in thousands) Amounts maturing within 1 year $ 19,285 $ 17,784 Amounts maturing over 1 year 33,265 36,204 ------- ------ TOTAL FEDERAL HOME LOAN BANK ADVANCES $ 52,550 $ 53,988 ======= ====== (10) STOCK OPTION PLAN On October 15, 1997, the stockholders approved the adoption of the GS Financial Corp. 1997 Stock Option Plan for the benefit of directors, officers and other key employees. Under this plan, 343,850 shares of common stock have been reserved for issuance pursuant to the exercise of stock options with 275,076 shares granted to vest over five years. The Company has followed all disclosure requirements set forth in SFAS 123, "Accounting for Stock-Based Compensation." 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. The RRP Plan calls for 137,540 shares of stock to be granted to plan participants. By January 16, 1998, the Company had acquired in open market transactions a total of 137,500 shares of common stock for issuance under the RRP. The Company is accruing this expense commensurate with the expiration of 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, 2000, 25,000 shares have been distributed to 1999. participants of the plan. (12) TREASURY STOCK On April 1, 2000, the Company realized its three year anniversary of the initial public offering of its common stock and is now exempt from previous OTS limitations regarding the purchase of Treasury stock. At June 30, 2000, the Company had repurchased 1,191,054 shares of its outstanding common stock at a cost of $16.9 million. Since that time the Company has made additional acquisitions of its outstanding shares. As of August 11, 2000, the Company had acquired a total of 1,443,054 shares of Treasury stock at an average price of $13.98 per common share. (13) OTHER EXPENSES Listed below are major recurring components comprising Other Expenses. For the Three Months Ended June 30, ----------------------- 2000 1999 ---- ---- Office Supplies & Telephone $ 30,939 $ 32,186 Bank Shares and Franchise Tax 116,054 87,138 Data Processing 31,248 18,366 Advertising 19,360 9,739 Supervisory Fees 13,790 19,544 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risk and uncertainties. Economic circumstances, the Company's operations, and actual results could differ significantly from those discussed in the forward-looking statements. The major factors that could cause or contribute to such differences include, but are not limited to, changes in the local economy as well as fluctuations in prevailing interest rates. Other forward-looking statements are made concerning the amount and adequacy of the allowance for loan losses. GENERAL The Company's principal business is conducted through its wholly-owned subsidiary, Guaranty Savings and Homestead Association. The Association, founded in New Orleans, Louisiana in 1937, provides financial services primarily to individuals. It's principal products include mortgage loans, passbook savings accounts, certificates of deposit, and interest and non-interest bearing demand deposit accounts. The Association also invests in short-term and long-term liquid investments such as overnight Federal Funds, United States Treasury and Agency issued securities, and mortgage-backed securities. The following discussion compares the financial condition of GS Financial Corp. at June 30, 2000 to December 31, 1999 and the results of operations for the three months and six months ended June 30, 2000 and 1999. CHANGES IN FINANCIAL CONDITION At June 30, 2000, the assets of the Company totaled $149.7 million, a decrease of $8.3 million, or 5%, from $158.0 million at December 31, 1999. The six months ended June 30, 2000 were characterized by growth in the Company's portfolio of mortgage loans while interest-bearing deposits and FHLB advances decreased. The funding for these changes was facilitated through the sale and regular amortization of the Company's mortgage-backed securities and collateralized mortgage obligations. Loans receivable increased by $2.3 million, or 3%, to $72.4 million at June 30, 2000 compared to $70.1 million at December 31, 1999. The increase came primarily in loans on 1-4 family residential dwellings. Collateralized mortgage obligations decreased $4.4 million, or 8%, to $47.7 million at June 30, 2000 compared to $52.1 million at December 31, 1999. The Company's portfolio of CMOs consists of fixed rate, AAA rated bonds issued by FHLMC, FNMA and various private companies such as Countrywide. During the last three months of 1999 and first three months of 2000, monthly principal payments from these instruments slowed. However, the three months ended June 30, 2000 and into July, 2000 have seen a trend of increased principal cash flow from these investments. Mortgage-backed securities decreased $4.1 million, or 25%, to $12.2 million at June 30, 2000 compared to $16.3 million at December 31, 1999. This was due to the continued pay-downs of these instruments totaling $1.0 million and the sale of $3.1 million of mortgage-backed securities in May, 2000. These bonds were liquidated to provide funds for mortage loans and other cash needs. Investment securities decreased $3.9 million, or 37%, to $6.6 million at June 30, 2000 compared to $10.5 million at December 31, 1999. This reduction is the result of the maturity of some of the Company's bonds, net redemption of the Adjustable Rate Mutual Fund and Intermediate Mortgage Fund, and a reduction in the market value of the Company's FHLMC common stock. Interest bearing deposits decreased $2.4 million, or 4% to $56.8 million at June 30, 2000 compared to $59.2 million at December 31, 1999. The Company's borrowings decreased $1.4 million, or 3%, to $52.6 million at June 30, 2000 compared to $54.0 million at December 31, 1999. The Company's borrowings consist of $31.0 million of fully amortizing advances from the Federal Home Loan Bank (FHLB) as well as $21.6 million in balloon obligations from the FHLB. Stockholders' equity decreased $4.6 million, to $38.9 million at June 30, 2000 compared to $43.5 million at December 31, 1999. The decrease was mainly due to the acquisition of $4.9 million of Treasury Stock in April and May 2000, net income of $.6 million, a decrease in comprehensive income of $.1 million, dividends paid of $.4 million and the net effects of the reduction of the ESOP debt totaling $.2 million. RESULTS OF OPERATIONS GENERAL The Company reported net income for the three months ended June 30, 2000 of $.2 million which was a decrease of $.1 million compared to $.3 million for the three months ended June 30, 1999. This represents earnings of $.11 per common share for the three months ended June 30, 2000 compared to $.13 per common share for the three months ended June 30, 1999. The decrease was due to losses realized by the Company on the sale of investments totaling $.2 million. For the six months ended June 30, 2000, net income was $.6 million, or $.25 per common share, compared to $.7 million, or $.27 per common share, for the six months ended June 30, 1999. INTEREST INCOME Total interest income increased $.3 million, or 12.0%, to $2.8 million for the three months ended June 30, 2000 compared to $2.5 million for the three months ended June 30, 1999. This was due primarily to increases in interest on collateralized mortgage obligations and mortgage loans, which was partially offset by decreases in interest income from mortgage-backed securities. Total interest income increased $.5 million, or 10%, for the six months ended June 30, 2000 to $5.6 million compared to $5.1 million for the six months ended June 30, 1999. Interest on loans increased $.1 million, or 8%, to $1.4 million for the three months ended June 30, 2000 compared to $1.3 million for the three months ended June 30, 1999. This was due primarily to growth in the loan portfolio. The average balance of the loan portfolio for the three months ended June 30, 2000 was $71.5 million (net) compared to $65.3 million (net) for the three months ended June 30, 1999. The average annualized yield on loans for the three months ended June 30, 2000 and 1999 was 7.99% and 8.06% respectively. Interest on loans for the six months ended June 30, 2000 was $2.8 million compared to $2.6 million for the six months ended June 30, 1999. The six month results equated to yields of 7.92% and 7.99% on average balances of $71.6 million and $65.2 million, respectively, for the six months ended June 30, 2000 and 1999. Interest on mortgage-backed securities decreased $.1 million, or 33%, to $.2 million for the three months ended June 30, 2000 compared to $.3 million for the three months ended June 30, 1999. For the three months ended June 30, 2000 the average balance of mortgage-backed securities was $14.7 million; for the same period in 1999 the average balance was $19.7 million. The average annualized yield of mortgage-backed securities was 6.9% for the three months ended June 30, 2000 compared to 6.5% for the same period in 1999. For the three months ended June 30, 2000, the Company has earned $.9 million in interest on its collateralized mortgage obligations. This represents a yield of 6.85% on an average balance of $52.1 million. For the same such period in 1999 interest on CMOs was $.5 million on an average balance of $36.2 million yielding 6.06%. For the six months ended June 30, 2000, interest on CMOs was $1.8 million on an average balance of $51.9 million representing a yield of 6.98%. For the six months ended June 30, 1999, interest on CMOs was $1.1 million on an average balance of $37.3 million which yielded 6.04%. Interest income from investment securities decreased $.2 million, or 67%, to $.1 million for the three months ended June 30, 2000 compared to $.3 million for the three months ended June 30, 1999. The results for the second quarter of 2000 reflected an annualized yield of 5.58% on an average balance of $7.1 million in investment securities while the second quarter 1999's annualized yield was 3.94% on an average balance of $26.7 million. For the six months ended June 30, 2000, interest on investment securities was $.2 million on an average balance of $8.0 million compared to $.6 million on an average balance of $20.8 million. This represents yields of 5.65% and 5.68%, respectively, for the six months ended June 30, 2000 and 1999. Other interest income consists mainly of interest income on overnight Federal Funds sold and interest bearing deposits in other financial institutions. Other interest income was $.15 million for the three months ended June 30, 2000, compared to $.06 million for the three months ended June 30, 1999. This represents an increase of 150.0% and was due to the fact that the Company is keeping more in Federal Funds sold due to this year's stock buy-back programs and the Company's receipt of a one time special dividend on its Federal Home Loan Bank stock received in April 2000. PROVISION FOR LOAN LOSSES The Company had no provision for loan loss for the quarters ended June 30, 2000 and 1999. The Allowance for Loan Loss (ALL) is reviewed quarterly and is based on each individual loan's performance as well as the estimated value of the underlying collateral. The Company employs the reserve method of accounting for its ALL. INTEREST EXPENSE The Company's total interest expense increased $.2 million, or 17%, to $1.4 million for the three months ended June 30, 2000 compared to $1.2 million for the three months ended June 30, 1999. The increase was due to an increase in interest expense of $.2 million on advances from the Federal Home Loan Bank. The Company's overall cost of funds increased from 4.76% (annualized) for the three months ended June 30, 1999 to 5.11% (annualized) for the same period in 2000. The increased cost of funds was due to the increase of Federal Home Loan Bank Advances as a percentage of total interest- bearing funds and to the Federal Reserve's increases in short-term rates over the last twelve months. While the amount of interest paid on interest-bearing deposits was unchanged at $.6 million, the cost for the three months ended June 30, 2000 was 4.41% compared to 4.23% for the three months ended June 30, 1999. For the six months ended June 30, 2000, the Company's overall cost of funds was 5.03% on an average balance of interest-bearing liabilities of $110.0 million. For the six months ended June 30, 1999, the Company's cost of funds was 4.75% on an average balance of interest-bearing liabilities of $103.1 million. The cost of the Company's advances from the Federal Home Loan Bank increased from 5.53% (annualized) for the three months ended June 30, 1999, compared to 5.86% (annualized) for the three months ended June 30, 2000. OTHER EXPENSES Other expenses for the three months ended June 30, 2000 were $.9 million compared to $.8 million for the three months ended June 30, 1999. This represents an increase of $.1 million, or 13%. The change was the result of increases in compensation expense, data processing expense and miscellaneous taxes. Operating expenses for the six months ended June 30, 2000 reflected a similar $.1 million increase compared to 1999. LIQUIDITY AND CAPITAL RESOURCES Liquidity measures the Company's ability to meet its short-term obligations with ready cash. These commitments and obligations include loan disbursements, savings withdrawals by customers, the payment of dividends and the daily operating expenses of the Company. The Company's primary sources of funds are interest-bearing customer deposits, advances from the Federal Home Loan Bank 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 Company is required under Federal regulations to maintain certain levels of "liquid" investments, specifically not less than 4% of its average daily balance of net withdrawable deposit accounts. For its liquid investments, the Company utilizes a combination of cash on hand, certain money market investments, and deposits in other financial institutions, as well as U.S. Government and Agency issued securities. As of June 30, 2000, the Company's liquidity stood at 60.5%, or $61.5 million in excess of the minimum requirement. The Company 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, 2000, the Company's tangible and core capital amounted to $28.3 million, or 19.3% of adjusted total assets, while the Company's risk-based capital was $28.7 million, or 54.8% 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, 1999 in the Company's Annual Report on Form 10-K, filed with the SEC on March 30, 2000. Management believes there have been no material changes in the Company's market risk since December 31, 1999. Part II - Other Information Item 1 - Legal Proceedings There are no matters required to be reported under this item. Item 2 - Changes in Securities There are no matters required to be reported under this item. Item 3 - Defaults Upon Senior Securities There are no matters required to be reported under this item. Item 4 - Submission of Matters to a Vote of Security Holders There are no matters required to be reported under this item. Item 5 - Other Information There are no matters required to be reported under this item. Item 6 - Exhibits and Reports on Form 8-K: (a) Exhibits 27.0 Financial Data Schedule (b) No Form 8-K reports were filed during the quarter. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GS FINANCIAL CORP. DATE: August 11, 2000 BY:/s/Donald C. Scott ------------------ DONALD C. SCOTT, CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER DATE: August 11, 2000 BY:/s/Glenn R. Bartels ------------------- GLENN R. BARTELS CONTROLLER 9