UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period ended June 30, 2004
GREAT SOUTHERN BANCORP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
43-1524856
(IRS Employer Identification Number)
1451 E. BATTLEFIELD
SPRINGFIELD, MISSOURI
(Address of principal executive offices)
65804
(Zip Code)
(417) 887-4400
(Registrant's telephone number, including area code)
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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
The number of shares outstanding of each of the registrant's classes of common stock: 13,702,852 shares of common stock, par value $.01, outstanding at August 5, 2004.
PART I FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS.
| June 30, | December 31, | |||
| 2004 |
2003 | |||
| (Unaudited) | ||||
| ASSETS | ||||
| Cash | $ 77,779 | $ 67,694 | ||
| Interest-bearing deposits in other financial institutions | 1,563 |
7,120 | ||
| Cash and cash equivalents | 79,342 | 74,814 | ||
| Available-for-sale securities | 334,848 | 259,600 | ||
| Held-to-maturity securities (fair value $50,032 - June 2004; | ||||
| $56,558 - December 2003) | 49,396 | 53,944 | ||
| Mortgage loans held for sale | 2,074 | 1,243 | ||
| Loans receivable, net of allowance for loan losses of | ||||
| $21,978 - June 2004; $20,844 - December 2003 | 1,177,267 | 1,092,954 | ||
| Interest receivable: | ||||
| Loans | 5,280 | 5,019 | ||
| Investments | 1,905 | 1,919 | ||
| Prepaid expenses and other assets | 5,960 | 7,689 | ||
| Foreclosed assets held for sale, net | 2,971 | 9,034 | ||
| Premises and equipment, net | 22,360 | 19,892 | ||
| Investment in Federal Home Loan Bank stock | 12,742 | 11,785 | ||
| Deferred income taxes | 6,023 |
2,830 | ||
| Total Assets | $ 1,700,168 |
$ 1,540,723 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Liabilities: | ||||
| Deposits | $ 1,232,637 | $ 1,137,427 | ||
| Federal Home Loan Bank advances | 229,164 | 204,787 | ||
| Short-term borrowings | 83,026 | 53,534 | ||
| Subordinated debentures issued to capital trust | 18,062 | 18,263 | ||
| Accrued interest payable | 1,581 | 1,679 | ||
| Advances from borrowers for taxes and insurance | 705 | 202 | ||
| Accounts payable and accrued expenses | 9,120 | 3,944 | ||
| Income taxes payable | 253 |
1,339 | ||
| Total Liabilities | 1,574,548 |
1,421,175 | ||
| Stockholders' Equity: | ||||
| Capital stock | ||||
| Serial preferred stock, $.01 par value; | ||||
| authorized 1,000,000 shares; none issued | -- | -- | ||
| Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding | ||||
| June 2004 - 13,702,688 shares; issued December 2003 - 12,325,002 shares | 137 | 123 | ||
| Additional paid-in capital | 17,547 | 17,451 | ||
| Retained earnings | 111,636 | 164,159 | ||
| Accumulated other comprehensive income (loss) | (3,700) |
(65) | ||
| 125,620 | 181,668 | |||
| Less treasury common stock, at cost; December 2003- 5,473,649 shares | -- |
62,120 | ||
| Total Stockholders' Equity | 125,620 |
119,548 | ||
| Total Liabilities and Stockholders' Equity | $ 1,700,168 |
$ 1,540,723 | ||
| THREE MONTHS ENDED | SIX MONTHS ENDED | |||||
| JUNE 30, |
JUNE 30, | |||||
| 2004 |
2003 |
2004 |
2003 | |||
| (Unaudited) | (Unaudited) | |||||
| INTEREST INCOME | ||||||
| Loans | $ 16,785 | $15,728 | $ 33,149 | $ 31,049 | ||
| Investment securities and other | 3,712 |
3,063 |
7,199 |
6,319 | ||
| TOTAL INTEREST INCOME | 20,497 |
18,791 |
40,348 |
37,368 | ||
| INTEREST EXPENSE | ||||||
| Deposits | 4,066 | 4,229 | 8,139 | 8,740 | ||
| Federal Home Loan Bank advances | 1,266 | 1,341 | 2,497 | 2,792 | ||
| Short-term borrowings and subordinated debentures | ||||||
| issued to capital trust | 400 |
336 |
740 |
619 | ||
| TOTAL INTEREST EXPENSE | 5,732 |
5,906 |
11,376 |
12,151 | ||
| NET INTEREST INCOME | 14,765 | 12,885 | 28,972 | 25,217 | ||
| PROVISION FOR LOAN LOSSES | 1,200 |
1,200 |
2,400 |
2,400 | ||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | 13,565 |
11,685 |
26,572 |
22,817 | ||
| NONINTEREST INCOME | ||||||
| Commissions | 2,053 | 1,486 | 3,986 | 2,870 | ||
| Service charges and ATM fees | 3,339 | 2,843 | 6,175 | 5,280 | ||
| Net gains on loan sales | 320 | 565 | 585 | 1,117 | ||
| Net realized gains (losses) on sales of | ||||||
| available-for-sale securities | -- | -- | (8) | 114 | ||
| Other income | 303 |
431 |
808 |
909 | ||
| TOTAL NONINTEREST INCOME | 6,015 |
5,325 |
11,546 |
10,290 | ||
| NONINTEREST EXPENSE | ||||||
| Salaries and employee benefits | 5,317 | 4,553 | 10,445 | 8,832 | ||
| Net occupancy and equipment expense | 1,764 | 1,551 | 3,421 | 3,001 | ||
| Postage | 444 | 398 | 875 | 819 | ||
| Insurance | 187 | 130 | 359 | 292 | ||
| Advertising | 213 | 187 | 407 | 342 | ||
| Office supplies and printing | 203 | 231 | 400 | 440 | ||
| Expense on foreclosed assets | 91 | 244 | 258 | 507 | ||
| Other operating expenses | 1,374 |
1,033 |
2,726 |
1,983 | ||
| TOTAL NONINTEREST EXPENSE | 9,593 |
8,327 |
18,891 |
16,216 | ||
| INCOME BEFORE INCOME TAXES | 9,987 | 8,683 | 19,227 | 16,891 | ||
| PROVISION FOR INCOME TAXES | 3,296 |
2,872 |
6,345 |
5,622 | ||
| NET INCOME | $ 6,691 |
$ 5,811 |
$ 12,882 |
$ 11,269 | ||
| BASIC EARNINGS PER COMMON SHARE | $.49 |
$.42 |
$.94 |
$.82 | ||
| DILUTED EARNINGS PER COMMON SHARE | $.48 |
$.42 |
$.92 |
$.81 | ||
| DIVIDENDS DECLARED PER COMMON SHARE | $.11 |
$.09 |
$.21 |
$.17 | ||
| SIX MONTHS ENDED JUNE 30, | ||||
| 2004 |
2003 | |||
| (Unaudited) | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net income | $ 12,882 | $ 11,269 | ||
| Proceeds from sales of loans held for sale | 32,202 | 68,477 | ||
| Originations of loans held for sale | (30,928) | (64,102) | ||
| Items not requiring (providing) cash: | ||||
| Depreciation | 1,317 | 1,265 | ||
| Amortization | 95 | 70 | ||
| Provision for loan losses | 2,400 | 2,400 | ||
| Net gains on loan sales | (585) | (1,117) | ||
| Net realized (gains) losses on sale of available- | ||||
| for-sale securities | 8 | (114) | ||
| Gain on sale of premises and equipment | (17) | (161) | ||
| Gain on sale of foreclosed assets | (15) | (189) | ||
| Amortization of deferred income, premiums and discounts | 239 | 979 | ||
| Deferred income taxes | (1,235) | (1,072) | ||
| Changes in: | ||||
| Interest receivable | (247) | 333 | ||
| Prepaid expenses and other assets | (348) | (4) | ||
| Accounts payable and accrued expenses | 1,281 | (335) | ||
| Income taxes refundable/payable | (1,086) |
662 | ||
| Net cash provided by operating activities | 15,963 |
18,361 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Net increase in loans | (85,266) | (26,508) | ||
| Purchase of loans | (11,670) | (29,760) | ||
| Proceeds from sale of student loans | 6,893 | 7,563 | ||
| Purchase of premises and equipment | (4,267) | (2,143) | ||
| Proceeds from sale of premises and equipment | 499 | 1,415 | ||
| Proceeds from sale of foreclosed assets | 8,734 | 3,718 | ||
| Capitalized costs on foreclosed assets | (175) | (84) | ||
| Proceeds from maturing held-to-maturity securities | 13,648 | 22,159 | ||
| Proceeds from called investment securities | 29,000 | 11,000 | ||
| Principal reductions on mortgage-backed securities | 32,069 | 56,215 | ||
| Purchase of held-to-maturity securities | (9,120) | (22,385) | ||
| Proceeds from sale of available-for-sale securities | 24,748 | 28,645 | ||
| Purchase of available-for-sale securities | (167,556) | (72,704) | ||
| (Purchase) redemption of Federal Home Loan Bank stock | (957) |
-- | ||
| Net cash used in investing activities | (163,420) |
(22,869) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Net increase (decrease) in certificates of deposit | 29,020 | (29,080) | ||
| Net increase in checking and savings deposits | 71,631 | 67,238 | ||
| Proceeds from Federal Home Loan Bank advances | 610,000 | 594,000 | ||
| Repayments of Federal Home Loan Bank advances | (585,623) | (617,619) | ||
| Net increase in short-term borrowings | 29,492 | 19,102 | ||
| Advances from borrowers for taxes and insurance | 503 | 497 | ||
| Purchase of company stock | (633) | (947) | ||
| Dividends paid | (2,741) | (2,058) | ||
| Stock options exercised | 336 |
340 | ||
| Net cash provided by financing activities | 151,985 |
31,473 | ||
| INCREASE IN CASH AND CASH EQUIVALENTS | 4,528 | 26,965 | ||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 74,814 |
55,874 | ||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 79,342 |
$ 82,839 | ||
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the "Company" or "Great Southern") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the three and six months ended June 30, 2004 and 2003 are not necessarily indicative of the results that may be expected for the full year. The consolidated statement of financial condition of the Company as of December 31, 2003, has been derived from the audited consolidated statement of financial condition of the Company as of that date.
Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for 2003 filed with the Securities and Exchange Commission.
NOTE 2: OPERATING SEGMENTS
The Company's banking operation is its only reportable segment. The banking operation segment is principally engaged in the business of originating residential and commercial real estate loans, commercial business loans and consumer loans. These loans are funded through the attraction of deposits from the general public and correspondent account relationships, brokered deposit originations, and borrowings from the Federal Home Loan Bank ("FHLBank") and others. The operating results of this segment are regularly reviewed by management to make decisions about resource allocations and to assess performance.
The following table provides information about segment profits and has been prepared using the same accounting policies as those described in Note 1. There are no material inter-segment revenues, thus no reconciliations to amounts reported in the consolidated financial statements are necessary. Revenue from segments below the reportable segment threshold is attributable to three operating segments of the Company. These segments include an insurance agency, a travel agency, and investment/brokerage services.
| Three Months Ended June 30, 2004 |
Three Months Ended June 30, 2003 | |||||
| Banking |
All Other |
Totals |
Banking |
All Other |
Totals | |
| (In thousands) | (In thousands) | |||||
| Interest income | $20,496 | $ 1 | $20,497 | $18,788 | $ 3 | $18,791 |
| Non-interest income | 3,931 | 2,084 | 6,015 | 3,839 | 1,486 | 5,325 |
| Segment profit | 6,540 | 151 | 6,691 | 5,697 | 114 | 5,811 |
| Six Months Ended June 30, 2004 |
Six Months Ended June 30, 2003 | |||||
| Banking |
All Other |
Totals |
Banking |
All Other |
Totals | |
| (In thousands) | (In thousands) | |||||
| Interest income | $ 40,347 | $ 1 | $40,348 | $ 37,362 | $ 6 | $ 37,368 |
| Non-interest income | 7,519 | 4,027 | 11,546 | 7,420 | 2,870 | 10,290 |
| Segment profit | 12,598 | 284 | 12,882 | 11,030 | 239 | 11,269 |
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income", requires the reporting of comprehensive income and its components. Comprehensive income is defined as the change in equity from transactions and other events and circumstances from non-owner sources, and excludes investments by and distributions to owners. Comprehensive income includes net income and other items of comprehensive income meeting the above criteria. The Company's only component of other comprehensive income is the unrealized gains and losses on available-for-sale securities.
| Three Months Ended June 30, |
Six Months Ended June 30, | ||||
| 2004 |
2003 |
2004 |
2003 | ||
| (In thousands) | (In thousands) | ||||
| Net income | $6,691 |
$5,811 |
$12,882 |
$11,269 | |
| Unrealized holding gains (losses), | |||||
| net of income taxes | (4,725) | (248) | (3,640) | (27) | |
| Less: reclassification adjustment | |||||
| for gains (losses) included in | |||||
| net income, net of income taxes | -- |
-- |
(5) |
74 | |
| (4,725) |
(248) |
(3,635) |
(101) | ||
| Comprehensive income | $1,966 |
$5,563 |
$9,247 |
$11,168 | |
In January 2004, the Company adopted Financial Accounting Standards Board ("FASB") Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," which requires the consolidation of certain special purpose entities ("SPE's) by a company if it is determined to be the primary beneficiary of the SPE's operating activities. One financial liability of the Company that is impacted by FIN 46 is the Company's trust preferred securities and related debentures. Through December 31, 2003, the trust preferred securities were presented in the Company's financial statements as a liability and not a component of equity for financial reporting purposes. In addition, the Federal Reserve Board has allowed these securities to be included as Tier 1 capital for purposes of regulatory capital calculations. The FASB issued a revised interpretation of FIN 46, which was required to be applied to certain variable instruments by March 31, 2004. This revised interpretation requires the Company to de-consolidate the trust for financial reporting purposes and to instead report the junior subordinated debentures of the Company owned by the trust. This change did not have a significant impact on the Company's financial statements. As a result of the issuance of the revised interpretation, the Federal Reserve Board adopted a rule during the quarter ended June 30, 2004, relating to the qualification of trust preferred securities as Tier 1 capital. Under the rule, all of the Company's trust preferred securities continue to qualify as Tier 1 capital.
NOTE 5: STOCK OPTION PLAN
The Company has a stock-based employee compensation plan, which is described more fully in the Company's December 31, 2003 Annual Report on Form 10-K. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price at least equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value provisions of SFAS 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.
| Three Months Ended June 30, |
Six Months Ended June 30, | ||||
| 2004 |
2003 |
2004 |
2003 | ||
| (In thousands, except per share amounts) | |||||
| Net income, as reported | $6,691 | $5,811 | $ 12,882 | $ 11,269 | |
| Less: Total stock-based employee | |||||
| compensation cost determined under | |||||
| the fair value based method, net | |||||
| of income taxes | (125) |
(85) |
(246) |
(168) | |
| Pro forma net income | $6,566 |
$ 5,726 |
$12,636 |
$11,101 | |
| Earnings per share | |||||
| Basic - as reported | $ .49 |
$ .42 |
$ .94 |
$ .82 | |
| Basic - pro forma | $ .48 |
$ .42 |
$ .92 |
$ .81 | |
| Diluted - as reported | $ .48 |
$ .42 |
$ .92 |
$ .81 | |
| Diluted - pro forma | $ .47 |
$ .41 |
$ .91 |
$ .80 | |
NOTE 6: STOCK SPLIT
On May 4, 2004, the Board of Directors of the Company declared a stock split effected in the form of a dividend on the outstanding common stock for shareholders of record on May 17, 2004. Each stockholder received one additional share for each share owned on the record date. Historical per share disclosures for earnings and dividends have been updated to account for the stock split.
NOTE 7: STOCKHOLDERS' EQUITY
At the 2004 Annual Meeting of Stockholders, the Company's stockholders approved the Company's reincorporation to the State of Maryland. This reincorporation was completed during the three months ended June 30, 2004. Under Maryland law, there is no concept of "Treasury Shares." Instead, shares purchased by the Company constitute authorized but unissued shares under Maryland law. Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. At June 30, 2004, the Company's Stockholders' Equity section of the Statement of Financial Condition reflects this change. The cost of shares purchased by the Company has been allocated to Common Stock and Retained Earnings balances.
ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans and deposits in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The Company does not undertake-and specifically disclaims any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Critical Accounting Policies, Judgments and Estimates
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.
The Company considers the determination of the allowance for loan losses to involve a higher degree of judgment and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated loan losses. Management's determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, loss given default, expected commitment usage, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses, and general amounts for historical loss experience. The process also considers economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.
General
The following should be read in conjunction with Management's Discussion and Analysis in the Company's December 31, 2003 Annual Report on Form 10-K.
The profitability of the Company and, more specifically, the profitability of its primary subsidiary, Great Southern Bank (the "Bank"), depends primarily on its net interest income. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolio, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.
The Company's profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of gains on sales of loans and available-for-sale investments, service charges and ATM fees, commissions earned by non-bank subsidiaries and divisions and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, postage, insurance, advertising, office expenses and other general operating expenses.
The operations of the Bank, and banking institutions in general, are significantly influenced by general economic conditions and related monetary and fiscal policies of regulatory agencies. Deposit flows and the cost of deposits and borrowings are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn are affected by the interest rates at which such financing may be offered and other factors affecting loan demand and the availability of funds.
Effect of Federal Laws and Regulations
Federal legislation and regulation significantly affect the banking operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated depository institutions such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2004 AND DECEMBER 31, 2003
During the six months ended June 30, 2004, the Company increased total assets by $159 million to $1.70 billion. Net loans increased by $84 million. The main loan areas experiencing increases were commercial real estate, commercial construction and multi-family residential. Available-for-sale investment securities increased by $75 million, which was primarily an increase in United States government agency debt securities and an increase in United States government agency mortgage-backed securities. These securities were purchased to collateralize public funds deposits and customer repurchase agreements. Held-to-maturity investment securities decreased by $5 million primarily as the result of the repayment of one investment in an industrial development bond. Cash and cash equivalents increased $5 million primarily due to larger cash letter settlements at June 30, 2004. Foreclosed assets decreased $6 million primarily due to the sale of one significant real estate asset that was foreclosed in 2003.
Total liabilities increased $153 million from December 31, 2003 to June 30, 2004, to $1.57 billion. Deposits increased $95 million, FHLBank advances increased $24 million and short-term borrowings increased $29 million. The increase in short-term borrowings was the result of increases in securities sold under repurchase agreements. Retail certificates of deposit decreased $26 million, to $316 million. Total brokered deposits were $383 million at June 30, 2004, up from $329 million at December 31, 2003. The weighted average cost of these brokered deposits was approximately 208 basis points higher than the retail certificate of deposit portfolio, excluding the effect of the Company's interest rate swaps on a portion of these brokered certificates of deposit. The interest rate swaps reduced the weighted average cost of the entire brokered certificate of deposit portfolio to a rate that is approximately 85 basis points lower than the retail certificate of deposit portfolio. Management continues to feel that FHLBank advances and brokered deposits are viable alternatives to retail deposits when factoring in all the costs associated with the generation and maintenance of additional retail deposits. Interest-bearing checking balances accounted for $57 million of the increase in deposits. Non-interest-bearing checking balances increased $15 million. Checking and savings account balances totaled $536 million at June 30, 2004, up from $465 million at December 31, 2003. The Company is a correspondent bank for several local financial institutions, which led to a portion of the increase in checking account balances. FHLBank advances increased $24 million, from $204 million at December 31, 2003, to $229 million at June 30, 2004. Funds from the additional advances were used to fund a portion of the loan portfolio growth.
Stockholders' equity increased $6.1 million, to $125.6 million, primarily as a result of net income of $12.9 million, partially offset by a decrease in accumulated other comprehensive income of $3.6 million, dividend declarations of $2.9 million and net stock repurchases of $297,000. The Company repurchased 7,589 shares of common stock at an average price of $43.51 per share during the three months ended June 30, 2004 and reissued 7,223 shares of stock at an average price of $16.25 per share to cover stock option exercises. The Company repurchased 13,942 shares of common stock at an average price of $45.40 per share during the six months ended June 30, 2004 and reissued 15,076 shares of stock at an average price of $19.80 per share to cover stock option exercises.
RESULTS OF OPERATIONS AND COMPARISON FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003
The increase in net income of $880,000, or 15.1%, for the three months ended June 30, 2004 compared to the same period in 2003, was primarily due to an increase in net interest income of $1.9 million, or 14.6%, and an increase in noninterest income of $690,000, or 13.0%. These were partially offset by an increase in noninterest expense of $1.3 million, or 15.2%, and an increase in provision for income taxes of $424,000, or 14.8%, during the three month period.
The increase in net income of $1.6 million, or 14.3%, for the six months ended June 30, 2004 compared to the same period in 2003, was primarily due to an increase in net interest income of $3.8 million, or 14.9%, and an increase in noninterest income of $1.3 million, or 12.2%. These were partially offset by an increase in noninterest expense of $2.7 million, or 16.5%, and an increase in provision for income taxes of $723,000, or 12.9%, during the six month period.
Total Interest Income
Total interest income increased $1.7 million, or 9.1%, during the three months ended June 30, 2004, when compared to the three months ended June 30, 2003. The increase was due to a $1.1 million, or 6.7%, increase in interest income on loans and a $649,000, or 21.2%, increase in interest income on investments and other interest-earning assets. Interest income for both loans and investment securities and other interest-earning assets increased due to higher average balances, although interest income for both was negatively impacted by lower average rates of interest.
Total interest income increased $3.0 million, or 8.0%, during the six months ended June 30, 2004, when compared to the six months ended June 30, 2003. The increase was due to a $2.1 million, or 6.8%, increase in interest income on loans and an $880,000, or 13.9%, increase in interest income on investments and other interest-earning assets. Interest income for both loans and investment securities and other interest-earning assets increased due to higher average balances, although interest income for both was negatively impacted by lower average rates of interest.
Interest Income - Loans
During the three months ended June 30, 2004, interest income on loans increased from higher average balances, partially offset by lower average interest rates. Interest income increased $1.9 million as the result of an increase in average loan balances from $1.04 billion during the three months ended June 30, 2003, to $1.18 billion during the three months ended June 30, 2004. The higher average balance resulted from the Bank's increase in commercial real estate and construction lending.
Interest income decreased $867,000 during the three months ended June 30, 2004, as compared to the three months ended June 30, 2003, as the result of lower average interest rates. The average yield on loans decreased from 6.03% during the three months ended June 30, 2003, to 5.71% during the three months ended June 30, 2004, primarily due to lower market rates of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest. See "Net Interest Income" for a discussion of the changes to the "prime rate" of interest during the periods compared.
During the six months ended June 30, 2004, interest income on loans increased from higher average balances, partially offset by lower average interest rates. Interest income increased $3.6 million as the result of an increase in average loan balances from $1.03 billion during the six months ended June 30, 2003, to $1.16 billion during the six months ended June 30, 2004. The higher average balance resulted from the Bank's increases in commercial real estate and construction lending.
Interest income decreased $1.5 million during the six months ended June 30, 2004, as compared to the six months ended June 30, 2003, as the result of lower average interest rates. The average yield on loans decreased from 6.01% during the six months ended June 30, 2003, to 5.74% during the six months ended June 30, 2004, primarily due to lower market rates of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest. See "Net Interest Income" for a discussion of the changes to the "prime rate" of interest during the periods compared.
Interest Income - Investments and Other Interest-earning Assets
Interest income on investment securities and other interest-earning assets increased from higher average balances, partially offset by lower average interest rates, during the three months ended June 30, 2004, when compared to the three months ended June 30, 2003. Interest income increased $879,000 as a result of an increase in average balances from $283 million during the three months ended June 30, 2003, to $375 million during the three months ended June 30, 2004. Investment securities were primarily purchased to collateralize public funds deposits and customer repurchase agreements. Interest income decreased $230,000 as a result of a decrease in average yields from 4.33% during the three months ended June 30, 2003, to 3.96% during the three months ended June 30, 2004, due to lower market rates of interest in 2004 and some higher-yielding securities maturing or being called subsequent to June 30, 2003.
Interest income on investment securities and other interest-earning assets increased from higher average balances, partially offset by lower average interest rates during the six months ended June 30, 2004, when compared to the six months ended June 30, 2003. Interest income increased $1.4 million as a result of an increase in average balances from $290 million during the six months ended June 30, 2003, to $364 million during the six months ended June 30, 2004. Investment securities were primarily purchased to collateralize public funds deposits and customer repurchase agreements. Interest income decreased $498,000 as a result of a decrease in average yields from 4.36% during the six months ended June 30, 2003, to 3.96% during the six months ended June 30, 2004, due to lower market rates of interest in 2004 and some higher-yielding securities maturing or being called subsequent to June 30, 2003.
Total Interest Expense
Total interest expense decreased $174,000, or 2.9%, during the three months ended June 30, 2004 when compared with the same period in 2003. The decrease during the three month period was due to a $163,000, or 3.9%, decrease in interest expense on deposits and a $75,000, or 5.6%, decrease in interest expense on FHLBank advances, partially offset by a $64,000, or 19.0%, increase in interest expense on short-term borrowings and subordinated debentures issued to capital trust.
Total interest expense decreased $775,000, or 6.4%, during the six months ended June 30, 2004 when compared with the same period in 2003. The decrease during the six month period was due to a $601,000, or 6.9%, decrease in interest expense on deposits and a $295,000, or 10.6%, decrease in interest expense on FHLBank advances, partially offset by a $121,000, or 19.5%, increase in interest expense on short-term borrowings and subordinated debentures issued to capital trust.
Interest Expense - Deposits
Interest expense on deposits decreased $593,000 due to lower average interest rates on time deposits from 2.06% during the three months ended June 30, 2003, to 1.71% during the three months ended June 30, 2004, and decreased $69,000 as a result of lower average balances of time deposits from $687 million during the three months ended June 30, 2003, to $674 million during the three months ended June 30, 2004. The average interest rates decreased due to lower overall market rates of interest, the maturity of deposits with higher rates of interest and the effect of the Company's interest rate swaps. Interest on demand deposits increased $466,000 due to higher average balances from $246 million during the three months ended June 30, 2003, to $406 million during the three months ended June 30, 2004, and increased $33,000 due to higher average rates from 1.12% during the three months ended June 30, 2003, to 1.17% during the three months ended June 30, 2004. A large portion of the balance increase was in money market and premium NOW account types which generally have higher account balances and earn relatively higher rates of interest.
Interest expense on deposits decreased $1.4 million due to lower average interest rates on time deposits from 2.15% during the six months ended June 30, 2003, to 1.73% during the six months ended June 30, 2004, and decreased $145,000 as a result of lower average balances of time deposits from $693 million during the six months ended June 30, 2003, to $679 million during the six months ended June 30, 2004. The average interest rates decreased due to lower overall market rates of interest, the maturity of deposits with higher rates of interest and the effect of the Company's interest rate swaps. Interest on demand deposits increased $892,000 due to higher average balances from $234 million during the six months ended June 30, 2003, to $388 million during the six months ended June 30, 2004, and increased $76,000 due to higher average rates from 1.10% during the six months ended June 30, 2003, to 1.16% during the six months ended June 30, 2004. A large portion of the balance increase was in money market and premium NOW account types which generally have higher account balances and earn relatively higher rates of interest.
Interest Expense - FHLBank Advances, Short-term Borrowings and Subordinated Debentures Issued to Capital Trust
Interest expense on FHLBank advances, short-term borrowings and subordinated debentures issued to capital trust decreased $275,000 due to lower average rates of interest from 2.63% in the three months ended June 30, 2003, to 2.23% in the three months ended June 30, 2004. The Company's use of FHLBank advances, short-term borrowings and subordinated debentures that reprice frequently (daily, monthly, or quarterly) contributed to the decrease in average rates of interest. Interest expense increased $264,000 due to higher average balances from $256 million during the three months ended June 30, 2003 to $299 million during the three months ended June 30, 2004.
Interest expense on FHLBank advances, short-term borrowings and subordinated debentures issued to capital trust decreased $444,000 due to lower average rates of interest from 2.62% in the six months ended June 30, 2003, to 2.29% in the six months ended June 30, 2004. The Company's use of FHLBank advances, short-term borrowings and subordinated debentures that reprice frequently (daily, monthly, or quarterly) contributed to the decrease in average rates of interest. Interest expense increased $270,000 due to higher average balances from $261 million during the six months ended June 30, 2003 to $283 million during the six months ended June 30, 2004.
Net Interest Income
The Company's overall interest rate spread decreased 6 basis points, or 1.6%, from 3.68% during the three months ended June 30, 2003, to 3.62% during the three months ended June 30, 2004. The decrease was due to a 38 basis point decrease in the weighted average yield received on interest-earning assets, partially offset by a 32 basis point decrease in the weighted average rate paid on interest-bearing liabilities. In comparing the two periods, the yield on loans decreased 32 basis points while the yield on investment securities and other interest-earning assets decreased 37 basis points. The rates paid on deposits decreased 30 basis points while the rates paid on FHLBank advances and other borrowings decreased 40 basis points. The Company's overall net interest margin decreased 8 basis points, or 2.1%, from 3.89% during the three months ended June 30, 2003, to 3.81% during the three months ended June 30, 2004.
The prime rate of interest averaged 4.25% during the three months ended June 30, 2003, compared to an average of 4.00% during the three months ended June 30, 2004. As a large percentage of the Bank's loans are tied to prime, this decrease was the primary reason for the decrease in the weighted average yield received on loans. The decrease in the weighted average yield received on investment securities primarily resulted from maturities of higher yielding securities with the proceeds being reinvested at lower market yields and increased balances of interest-bearing deposits, which earned a rate of interest much lower than the Company's investment securities.
Interest rates paid on deposits, FHLBank advances and other borrowings decreased during the three months ended June 30, 2004, compared to the three months ended June 30, 2003. As certificates of deposit matured and were renewed or replaced, in most cases the new interest rate on these deposits was significantly lower than the previous rate. In addition, the Company continued to utilize interest rate swaps and FHLBank advances which repriced frequently to further reduce interest expense. See "Item III. Quantitative and Qualitative Disclosures About Market Risk" for additional information on the Company's interest rate swaps.
The Company's overall interest rate spread increased 2 basis points, or 0.6%, from 3.61% during the six months ended June 30, 2003, to 3.63% during the six months ended June 30, 2004. The increase was due to a 36 basis point decrease in the weighted average rate paid on interest-bearing liabilities, partially offset by a 34 basis point decrease in the weighted average yield received on interest-earning assets. In comparing the two periods, the yield on loans decreased 27 basis points while the yield on investment securities and other interest-earning assets decreased 40 basis points. The rates paid on deposits decreased 37 basis points while the rates paid on FHLBank advances and other borrowings decreased 33 basis points. The Company's overall net interest margin remained unchanged at 3.81% during the six months ended June 30, 2004 and 2003, respectively.
The prime rate of interest averaged 4.25% during the six months ended June 30, 2003, compared to an average of 4.00% during the six months ended June 30, 2004. As a large percentage of the Bank's loans are tied to prime, this decrease was the primary reason for the decrease in the weighted average yield received on loans. The decrease in the weighted average yield received on investment securities primarily resulted from maturities of higher yielding securities with the proceeds being reinvested at lower market yields and increased balances of interest-bearing deposits, which earned a rate of interest much lower than the Company's investment securities.
Interest rates paid on deposits, FHLBank advances and other borrowings decreased during the six months ended June 30, 2004, compared to the six months ended June 30, 2003. As certificates of deposit matured and were renewed or replaced, in most cases the new interest rate on these deposits was significantly lower than the previous rate. In addition, the Company continued to utilize interest rate swaps and FHLBank advances which repriced frequently to further reduce interest expense. See "Item III. Quantitative and Qualitative Disclosures About Market Risk" for additional information on the Company's interest rate swaps.
Provision for Loan Losses and Allowance for Loan Losses
The provision for loan losses was unchanged at $1.2 million during the three months ended June 30, 2004 and 2003, respectively. Net charge-offs during the three months ended June 30, 2004 were $551,000 compared to net charge-offs of $638,000 during the three months ended June 30, 2003. The provision for loan losses was unchanged at $2.4 million during the six months ended June 30, 2004 and 2003, respectively. Net charge-offs during the six months ended June 30, 2004 were $1.3 million compared to net charge-offs of $3.0 million during the six months ended June 30, 2003. The Company had established a loan loss allowance as of December 31, 2003 sufficient to cover the charge-offs taken during the six months ended June 30, 2004.
Management records a provision for loan losses in an amount it believes sufficient to result in an allowance for loan losses that will cover current net charge-offs as well as risks believed to be inherent in the loan portfolio of the Bank. The amount of provision charged against current income is based on several factors, including, but not limited to, past loss experience, current portfolio mix, actual and potential losses identified in the loan portfolio, economic conditions, regular reviews by internal staff and regulatory examinations.
Weak economic conditions, higher inflation or interest rates, or other factors may lead to increased losses in the portfolio. Management has established various controls in an attempt to limit future losses, such as a watch list of possible problem loans, documented loan administration policies and a loan review staff to review the quality and anticipated collectibility of the portfolio. Management determines which loans are potentially uncollectible, or represent a greater risk of loss, and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.
The Bank's allowance for loan losses as a percentage of total loans was 1.83% and 1.87% at June 30, 2004 and December 31, 2003, respectively. Management considers the allowance for loan losses adequate to cover losses inherent in the Company's loan portfolio at this time, based on current economic conditions. If economic conditions deteriorate significantly, it is possible that additional assets would be classified as non-performing, and accordingly, additional provisions for losses would be required, thereby adversely affecting future results of operations and financial condition.
Non-performing Assets
Non-performing assets decreased $6.3 million during the six months ended June 30, 2004, from $16.4 million at December 31, 2003 to $10.1 million at June 30, 2004. Non-performing assets as a percentage of total assets were 0.60% at June 30, 2004. Non-performing loans decreased $222,000, or 3.0%, and were $7.2 million at June 30, 2004. Foreclosed assets decreased $6.0 million, or 67.1%, from $9.0 million at December 31, 2003 to $3.0 million at June 30, 2004.
Non-performing Loans. The $222,000 decrease in non-performing loans was due to the paydown of one existing non-performing loan relationship and the addition and deletion of several smaller unrelated loans to the non-performing category. Commercial loans comprise $5.0 million, or 69%, of the total $7.2 million non-performing loans at June 30, 2004. Three unrelated credit relationships, totaling $1.4 million, $590,000, and $504,000, respectively, were the largest relationships in the non-performing loan portfolio at June 30, 2004. The $1.4 million relationship is comprised of five loans, which are primarily secured by the automobile floor plan assets of a car dealership in Springfield, Missouri. The $590,000 relationship is secured by a commercial retail shopping center in Stone County near Branson, Missouri. This balance was reduced $338,000 by the borrower during this quarter from the proceeds of the sale of additional assets owned by the borrower. The $504,000 relationship is secured primarily by a dinner theater in Branson, Missouri, as well as additional real estate collateral and business assets. Each of these three relationships was most recently described as a non-performing loan in the March 31, 2004, Quarterly Report on Form 10-Q.
Foreclosed Assets. Foreclosed assets decreased $6.0 million to $3.0 million at June 30, 2004. The decrease was primarily related to the sale of one asset relationship totaling $6.0 million during the quarter ended March 31, 2004. This relationship was most recently discussed as a foreclosed asset in the March 31, 2004, Quarterly Report on Form 10-Q. Of the total $3.0 million of foreclosed assets at June 30, 2004, foreclosed real estate totaled $2.2 million and repossessed automobiles totaled $749,000. Of the total real estate assets, two relationships account for $1.2 million. The first relationship has a remaining balance of $715,000 as of June 30, 2004, and involves three single-family houses and vacant undeveloped land. The houses are currently being marketed through a real estate broker. The second relationship has a remaining balance of $511,000 as of June 30, 2004, and involves a motel, restaurant, golf course and condominium units in the Branson, Missouri area. This relationship was foreclosed in late 2002 and is currently being marketed for sale. This relationship was most recently described in the March 31, 2004, Quarterly Report on Form 10-Q and was included in foreclosed assets at that time.
Potential Problem Loans. Potential problem loans increased $4.6 million during the six months ended June 30, 2004 from $6.9 million at December 31, 2003 to $11.5 million at June 30, 2004. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems which may cause the borrowers difficulty in complying with current loan repayment terms. These loans are not reflected in the non-performing loans. During the six months ended June 30, 2004, potential problem loans experienced increases primarily due to the addition of two large unrelated relationships to the potential problem loan category. The first relationship totals $3.1 million and is secured primarily by an office building, vacant land, and developed and undeveloped residential subdivisions in the Branson, Missouri, area. The second relationship totals $2.3 million and is secured primarily by several single-family houses used as rental property and two houses constructed for sale. These increases were partially offset by a $1.7 million decrease in one relationship which is secured primarily by commercial real estate, equipment and inventory in Springfield, Missouri. At June 30, 2004, four significant unrelated relationships represent the majority of the potential problem loan total. In addition to the two new relationships discussed above, two other significant relationships remain in the potential problem loan category. These relationships total $1.3 million and $1.3 million, respectively. The first $1.3 million relationship is secured primarily by a motel in Springfield, Missouri. The second $1.3 million relationship is secured by a motel in Branson, Missouri. Each of these two relationships was most recently described as a potential problem loan in the March 31, 2004, Quarterly Report on Form 10-Q.
Noninterest Income
Total noninterest income increased $690,000, or 13.0%, in the three months ended June 30, 2004 when compared to the same period in 2003. The increase was primarily due to: (i) a net increase in commission revenues earned by the Company's travel, insurance and investment divisions in 2004 of $567,000, or 38.2%; and (ii) an increase in service charges and ATM fees of $496,000, or 17.4%. The increase in service charge fees resulted from a larger number of accounts, higher levels of insufficient funds and overdraft transactions by customers, and increases in fees charged for insufficient funds checks and overdrafts. Increases in commission revenues occurred in the travel and investments divisions. In the latter half of 2003, the Company acquired two travel agencies in the Springfield, Missouri market. These two additions, along with organic growth in our existing travel operations, have led to increased revenue in both the leisure and corporate travel areas. In late 2003, we began to implement some strategic sales initiatives in our investment division and throughout our branch network. Increased sales of a variety of investment products were realized during the three months ended June 30, 2004, as a result of these initiatives.
This increase was partially offset by: (i) a decrease in net realized gains on sales of fixed-rate residential and student loans of $245,000, or 43.4%; and (ii) smaller increases and decreases in other noninterest income categories. During the three months ended June 30, 2004, the Bank sold fewer residential loans than in the same period during 2003. Higher levels of refinancing activity occurred in the three months ended June 30, 2003.
Total noninterest income increased $1.3 million, or 12.2%, in the six months ended June 30, 2004 when compared to the same period in 2003. The increase was primarily due to: (i) a net increase in commission revenues earned by the Company's travel, insurance and investment divisions in 2004 of $1.1 million, or 38.9%; and (ii) an increase in service charges and ATM fees of $895,000, or 17.0%. The increase in service charge fees resulted from a larger number of accounts, higher levels of insufficient funds and overdraft transactions by customers, and increases in fees charged for insufficient funds checks and overdrafts. Increases in commission revenues occurred in the travel and investments divisions. In the latter half of 2003, the Company acquired two travel agencies in the Springfield, Missouri market. These two additions, along with organic growth in our existing travel operations, have led to increased revenue in both the leisure and corporate travel areas. In late 2003, we began to implement some strategic sales initiatives in our investment division and throughout our branch network. Increased sales of a variety of investment products were realized during the six months ended June 30, 2004, as a result of these initiatives.
This increase was partially offset by: (i) a decrease in net realized gains on sales of fixed-rate residential and student loans of $532,000, or 47.6%; and (ii) smaller increases and decreases in other noninterest income categories. During the six months ended June 30, 2004, the Bank sold fewer residential loans than in the same period during 2003. Higher levels of refinancing activity occurred in the six months ended June 30, 2003.
Noninterest Expense
Total noninterest expense increased $1.3 million, or 15.2%, in the three months ended June 30, 2004, when compared to the three months ended June 30, 2003. The increase was primarily due to: (i) an increase of $764,000, or 16.8%, in salaries and employee benefits primarily due to normal merit increases for existing employees, the hiring of additional experienced personnel to fill commercial lending, credit administration, and branch supervisory positions, increased incentives paid to investment and travel personnel due to increased commission revenue generated, the opening during 2003 of two loan production offices, and increased costs for health insurance and pension benefits; (ii) an increase in net occupancy and equipment expense of $213,000, or 13.7%, primarily due to increases in rent and depreciation on new offices and equipment and various maintenance projects on buildings and equipment, including ATMs; and (iii) smaller increases and decreases in other non-interest expense areas, such as expense on foreclosed assets, postage, advertising, insurance, legal and professional fees, and bank charges and fees related to additional correspondent relationships.
Total noninterest expense increased $2.7 million, or 16.5%, in the six months ended June 30, 2004, when compared to the six months ended June 30, 2003. The increase was primarily due to: (i) an increase of $1.6 million, or 18.3%, in salaries and employee benefits primarily due to normal merit increases for existing employees, the hiring of additional experienced personnel to fill commercial lending, credit administration, and branch supervisory positions, increased incentives paid to investment and travel personnel due to increased commission revenue generated, the opening during 2003 of two loan production offices, and increased costs for health insurance and pension benefits; (ii) an increase in net occupancy and equipment expense of $420,000, or 14.0%, primarily due to increases in rent and depreciation on new offices and equipment and various maintenance projects on buildings and equipment, including ATMs; and (iii) smaller increases and decreases in other non-interest expense areas, such as expense on foreclosed assets, postage, advertising, insurance, legal and professional fees, and bank charges and fees related to additional correspondent relationships.
Provision for Income Taxes
Provision for income taxes as a percentage of pre-tax income decreased slightly from 33.1% in the three months ended June 30, 2003, to 33.0% in the three months ended June 30, 2004. Provision for income taxes as a percentage of pre-tax income decreased slightly from 33.3% in the six months ended June 30, 2003, to 33.0% in the six months ended June 30, 2004.
Average Balances, Interest Rates and Yields
The following tables present, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes interest received on non-accrual loans on a cash basis. The tables do not include non-interest-bearing demand deposits and do not reflect any effect of income taxes.
| Three Months Ended June 30, | ||||||||||
| 2004 |
2003 | |||||||||
| Average | Yield/ | Average | Yield/ | |||||||
| Balance |
Interest |
Rate |
Balance |
Interest |
Rate | |||||
| (Dollars in thousands) | ||||||||||
| Interest-earning assets: | ||||||||||
| Loans receivable | $1,175,944 | $16,785 | 5.71% | $1,043,358 | $15,728 | 6.03% | ||||
| Investment securities and other | ||||||||||
| interest-earning assets | 374,935 |
3,712 |
3.96 |
283,130 |
3,063 |
4.33 | ||||
| Total interest-earning assets | 1,550,879 | 20,497 |
5.29 |
1,326,488 | 18,791 |
5.67 | ||||
| Noninterest-earning assets: | ||||||||||
| Cash and cash equivalents | 78,782 | 48,781 | ||||||||
| Other nonearning assets | 20,357 |
29,688 |
||||||||
| Total assets | $1,650,018 |
$1,404,957 |
||||||||
| Interest-bearing liabilities: | ||||||||||
| Demand deposits | $ 405,598 | 1,189 | 1.17 | $ 246,183 | 690 | 1.12 | ||||
| Savings deposits | 804 | 3 | 1.49 | 847 | 3 | 1.42 | ||||
| Time deposits | 673,597 |
2,874 |
1.71 |
687,205 |
3,536 |
2.06 | ||||
| Total deposits | 1,079,999 | 4,066 | 1.51 | 934,235 | 4,229 | 1.81 | ||||
| FHLBank advances and other borrowings | 299,331 |
1,666 |
2.23 |
255,542 |
1,677 |
2.63 | ||||
| Total interest-bearing liabilities | 1,379,330 | 5,732 |
1.67 |
1,189,777 | 5,906 |
1.99 | ||||
| Noninterest-bearing liabilities: | ||||||||||
| Demand deposits | 136,262 | 96,391 | ||||||||
| Other liabilities | 7,274 |
6,550 | ||||||||
| Total liabilities | 1,522,866 | 1,292,718 | ||||||||
| Stockholders' equity | 127,152 |
112,239 | ||||||||
| Total liabilities and stockholders' equity | $1,650,018 |
$1,404,957 |
||||||||
| Net interest income | $14,765 |
$12,885 | ||||||||
| Interest rate spread | 3.62% |
3.68% | ||||||||
| Net interest margin(1) | 3.81% |
3.89% | ||||||||
| Average interest-earning assets to | ||||||||||
| average interest-bearing liabilities | 112.44% |
111.49% | ||||||||
Six Months Ended June 30,|
|
|
| 2004 |
2003 |
|
|
| Average |
| Yield/ |
Average |
| Yield/ |
|
|
| Balance |
Interest |
Rate |
Balance |
Interest |
Rate |
|
|
| (Dollars in thousands) | Interest-earning assets: |
|
| Loans receivable |
$1,155,419 |
$33,149 |
5.74% |
$1,032,490 |
$31,049 |
6.01% |
| Investment securities and other |
|
|
| interest-earning assets |
363,919 |
7,199 |
3.96 |
290,013 |
6,319 |
4.36 |
| Total interest-earning assets |
1,519,338 |
40,348 |
5.31 |
1,322,503 |
37,368 |
5.65 | Noninterest-earning assets: |
|
| Cash and cash equivalents |
70,147 |
|
| 44,360 |
| Other nonearning assets |
22,359 |
|
| 28,250 |
|
| Total assets |
$1,611,844 |
|
| $1,395,113 | Interest-bearing liabilities: |
|
| Demand deposits |
$ 388,012 |
2,253 |
1.16 |
$ 233,735 |
1,285 |
1.10 |
| Savings deposits |
914 |
7 |
1.53 |
833 |
5 |
1.20 |
| Time deposits |
678,981 |
5,879 |
1.73 |
692,719 |
7,450 |
2.15 |
|
| Total deposits |
1,067,907 |
8,139 |
1.52 |
927,287 |
8,740 |
1.89 |
| FHLBank advances and other borrowings |
282,598 |
3,237 |
2.29 |
260,841 |
3,411 |
2.62 |
| Total interest-bearing liabilities |
1,350,505 |
11,376 |
1.68 |
1,188,128 |
12,151 |
2.04 | Noninterest-bearing liabilities: |
|
| Demand deposits |
128,093 |
|
| 90,419 |
| Other liabilities |
7,806 |
|
| 6,289 |
|
| Total liabilities |
1,486,404 |
|
| 1,284,836 | Stockholders' equity |
125,440 |
|
| 110,277 |
|
| Total liabilities and stockholders' equity |
$1,611,844 |
|
| $1,395,113 | Net interest income |
| $28,972 |
|
| $25,217 | Interest rate spread |
|
| 3.63% |
|
| 3.61% | Net interest margin(1) |
|
| 3.81% |
|
| 3.81% | Average interest-earning assets to |
|
| average interest-bearing liabilities |
112.50% |
|
| 111.31% | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate.
| Three Months Ended June 30, | |||
| 2004 vs. 2003 | |||
| Increase (Decrease) Due to |
|||
| Total Increase (Decrease) | |||
| Rate |
Volume | ||
| (Dollars in thousands) | |||
| Interest-earning assets: | |||
| Loans receivable | $(867) | $1,924 | $1,057 |
| Investment securities and other interest-earning assets |
(230) |
879 |
649 |
| Total interest-earning assets | (1,097) |
2,803 |
1,706 |
| Interest-bearing liabilities: | |||
| Demand deposits | 33 | 466 | 499 |
| Savings deposits | -- | -- | -- |
| Time deposits | (593) |
(69) |
(662) |
| Total deposits | (560) | 397 | (163) |
| FHLBank advances and other borrowings | (275) |
264 |
(11) |
| Total interest-bearing liabilities | (835) |
661 |
(174) |
| Net interest income | $(262) |
$2,142 |
$1,880 |
| Six Months Ended June 30, | |||
| 2004 vs. 2003 | |||
| Increase (Decrease) Due to |
|||
| Total Increase (Decrease) | |||
| Rate |
Volume | ||
| (Dollars in thousands) | |||
| Interest-earning assets: | |||
| Loans receivable | $(1,474) | $3,574 | $2,100 |
| Investment securities and other interest-earning assets |
(498) |
1,378 |
880 |
| Total interest-earning assets | (1,972) |
4,952 |
2,980 |
| Interest-bearing liabilities: | |||
| Demand deposits | 76 | 892 | 968 |
| Savings deposits | 1 | 1 | 2 |
| Time deposits | (1,426) |
(145) |
(1,571) |
| Total deposits | (1,349) | 748 | (601) |
| FHLBank advances and other borrowings | (444) |
270 |
(174) |
| Total interest-bearing liabilities | (1,793) |
1,018 |
(775) |
| Net interest income | $(179) |
$3,934 |
$3,755 |
Liquidity and Capital Resources
Liquidity is a measure of the Company's ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company's management of the ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs. At June 30, 2004, the Company had commitments of approximately $231 million to fund loan originations, unused lines of credit, outstanding letters of credit and unadvanced loans.
Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as exploring ways to increase capital either by retained earnings or other means.
The Company's stockholders' equity was $125.6 million, or 7.4% of total assets of $1.70 billion at June 30, 2004, compared to equity of $119.5 million, or 7.8%, of total assets of $1.54 billion at December 31, 2003.
Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Guidelines require banks to have a minimum Tier 1 risk-based capital ratio, as defined, of 4.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum 4.00% Tier 1 leverage ratio. To be considered "well capitalized," banks must have a minimum Tier 1 risk-based capital ratio, as defined, of 6.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum 5.00% Tier 1 leverage ratio. On June 30, 2004, the Bank's Tier 1 risk-based capital ratio was 10.73%, total risk-based capital ratio was 11.98% and the Tier 1 leverage ratio was 8.71%. As of June 30, 2004, the Bank was "well capitalized" as defined by the Federal banking agencies' capital-related regulations. The Federal Reserve Bank has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On June 30, 2004, the Company's Tier 1 risk-based capital ratio was 10.86%, total risk-based capital ratio was 12.11% and the leverage ratio was 8.82%. As of June 30, 2004, the Company was "well capitalized" as defined by the Federal banking agencies' capital-related regulations.
At June 30, 2004, the held-to-maturity investment portfolio included no gross unrealized losses.
The Company's primary sources of funds are certificates of deposit, FHLBank advances, other borrowings, loan repayments, proceeds from sales of loans and available-for-sale securities and funds provided from operations. The Company utilizes particular sources of funds based on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds.
Statements of Cash Flows. During the six months ended June 30, 2004 and 2003, respectively, the Company had positive cash flows from operating activities and positive cash flows from financing activities. The Company experienced negative cash flows from investing activities during each of these same time periods.
Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for loan losses, depreciation, and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held for sale were the primary source of cash flows from operating activities. Operating activities provided cash flows of $16.0 million during the six months ended June 30, 2004, and $18.4 million during the six months ended June 30, 2003.
During the six months ended June 30, 2004 and 2003, investing activities used cash of $163.4 million and $22.9 million, respectively, primarily due to the net increase of loans and investment securities in each period.
Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are due to changes in deposits after interest credited, changes in FHLBank advances and changes in short-term borrowings, as well as purchases of the Company's common stock and dividend payments to stockholders. Financing activities provided $152.0 million during the six months ended June 30, 2004 and $31.5 million during the six months ended June 30, 2003. Financing activities in the future are expected to primarily include changes in deposits, changes in FHLBank advances, changes in short-term borrowings, purchases of the Company's common stock and dividend payments to stockholders.
Dividends. During the three months ended June 30, 2004, the Company declared and paid dividends of $0.11 and $.10 per share, respectively. This represented 23% and 21%, respectively, of net income per share. During the three months ended June 30, 2003, the Company declared and paid dividends of $0.09 and $.075 per share, respectively. This represented 21% and 18%, respectively, of net income per share.
During the six months ended June 30, 2004, the Company declared and paid dividends of $0.21 and $.20 per share, respectively. This represented 23% and 22%, respectively, of net income per share. During the six months ended June 30, 2003, the Company declared and paid dividends of $0.165 and $.15 per share, respectively. This represented 20% and 19%, respectively, of net income per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments.
Common Stock Repurchases. The Company has been in various buy-back programs since May 1990. During the three months ended June 30, 2004, the Company repurchased 7,589 shares of its common stock at an average price of $43.51 per share and reissued 7,223 shares of stock at an average price of $16.25 per share to cover stock option exercises. During the three months ended June 30, 2003, the Company repurchased 19,910 shares of its common stock at an average price of $38.21 per share and reissued 6,235 shares of stock at an average price of $21.42 per share to cover stock option exercises.
During the six months ended June 30, 2004, the Company repurchased 13,942 shares of its common stock at an average price of $45.40 per share and reissued 15,076 shares of stock at an average price of $19.80 per share to cover stock option exercises. During the six months ended June 30, 2003, the Company repurchased 24,805 shares of its common stock at an average price of $38.19 per share and reissued 14,302 shares of stock at an average price of $22.33 per share to cover stock option exercises.
Management intends to continue its stock buy-back programs from time to time as long as repurchasing the stock contributes to the overall growth of shareholder value. The number of shares of stock that will be repurchased and the price that will be paid is the result of many factors, several of which are outside of the control of the Company. The primary factors, however, are the number of shares available in the market from sellers at any given time and the price of the stock within the market as determined by the market.
ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset and Liability Management and Market Risk
A principal operating objective of the Company is to produce stable earnings by achieving a favorable interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Company has sought to reduce its exposure to adverse changes in interest rates by attempting to achieve a closer match between the periods in which its interest-bearing liabilities and interest-earning assets can be expected to reprice through the origination of adjustable-rate mortgages and loans with shorter terms to maturity and the purchase of other shorter term interest-earning assets. Since the Company uses laddered brokered deposits and FHLBank advances to fund a portion of its loan growth, the Company's assets tend to reprice more quickly than its liabilities. However, the Company's interest rate swaps on certain brokered deposits have accelerated the repricing of these deposits to partially offset the effects of assets that reprice quickly.
Our Risk When Interest Rates Change
The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is Great Southern's most significant market risk.
How We Measure the Risk To Us Associated with Interest Rate Changes
In an attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor Great Southern's interest rate risk. In monitoring interest rate risk we regularly analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities and their sensitivity to actual or potential changes in market interest rates.
The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained despite fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing "gap," provides an indication of the extent to which an institution's interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities repricing during the same period, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets during the same period. Generally, during a period of rising interest rates, a negative gap within shorter repricing periods would adversely affect net interest income, while a positive gap within shorter repricing periods would result in an increase in net interest income. During a period of falling interest rates, the opposite would be true. As of June 30, 2004, Great Southern's internal interest rate risk models indicate a one-year interest rate sensitivity gap that is nearly neutral.
Interest rate risk exposure estimates (the sensitivity gap) are not exact measures of an institution's actual interest rate risk. They are only indicators of interest rate risk exposure produced in a simplified modeling environment designed to allow management to gauge the Bank's sensitivity to changes in interest rates. They do not necessarily indicate the impact of general interest rate movements on the Bank's net interest income because the repricing of certain categories of assets and liabilities is subject to competitive and other factors beyond the Bank's control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may in fact mature or reprice at different times and in different amounts and cause a change, which potentially could be material, in the Bank's interest rate risk.
In order to minimize the potential for adverse effects of material and prolonged increases and decreases in interest rates on Great Southern's results of operations, Great Southern has adopted asset and liability management policies to better match the maturities and repricing terms of Great Southern's interest-earning assets and interest-bearing liabilities. Management recommends, and the Board of Directors sets, the asset and liability policies of Great Southern, which are implemented by the asset and liability committee. The asset and liability committee is chaired by the Chief Financial Officer and is comprised of members of Great Southern's senior management. The purpose of the asset and liability committee is to communicate, coordinate and control asset/liability management consistent with Great Southern's business plan and board-approved policies. The asset and liability committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals. The asset and liability committee meets on a monthly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital positions and anticipated changes in the volume and mix of assets and liabilities. At each meeting, the asset and liability committee recommends appropriate strategy changes based on this review. The Chief Financial Officer or his designee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the Board of Directors at their monthly meetings.
In order to manage its assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, Great Southern has focused its strategies on originating adjustable rate loans, and managing its deposits and borrowings to establish stable relationships with both retail customers and wholesale funding sources.
At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, we may determine to increase our interest rate risk position somewhat in order to maintain or increase our net interest margin.
The asset and liability committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity, which is defined as the net present value of an institution's existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity that are authorized by the Board of Directors of Great Southern.
The Company uses interest rate swap derivatives to help manage its interest rate risks from recorded financial liabilities. These derivatives are utilized when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes the Company to interest rate risk.
Interest rate swaps are carried at fair value determined using quoted dealer prices and are recognized in the statement of financial condition in the prepaid expenses and other assets caption. The Company uses interest rate swaps to help manage its interest rate risks from recorded financial liabilities. These instruments are utilized when they can be demonstrated to effectively hedge a designated liability and the liability exposes the Company to interest rate risk. Amounts to be paid or received under interest rate swaps are accounted for on the accrual basis and recognized as interest income or expense of the related liability. Gains and losses on early termination of these instruments are deferred and amortized as an adjustment to the yield on the related liability over the shorter of the remaining contract life or the maturity of the related asset or liability. If the related liability is sold or otherwise liquidated, the instrument is marked to market, with the resultant gains or losses recognized in noninterest income. Fair values of interest rate swaps are estimated based on quoted dealer prices.
The Company has entered into interest rate swap agreements with the objective of hedging against the effects of changes in the fair value of its liabilities for fixed rate brokered certificates of deposit and trust preferred securities caused by changes in market interest rates. The swap agreements generally provide for the Company to pay a variable rate of interest based on a spread to the one-month or three-month London Interbank Offering Rate (LIBOR) and to receive a fixed rate of interest equal to that of the hedged instrument. Under the swap agreements the Company is to pay or receive interest monthly, quarterly, semiannually or at maturity.
In addition to the disclosures previously made by the Company in the December 31, 2003, Annual Report on Form 10-K, the following table summarizes interest rate sensitivity information for the Company's interest rate derivatives at June 30, 2004.
| Fixed to | Average | Average | |
| Variable | Pay Rate | Receive Rate | |
| Interest Rate Derivatives | (In Millions) | ||
| Interest Rate Swaps: | |||
| Expected Maturity Date(1) | |||
| 2004 | $ 7.0 | 1.01% | 6.57% |
| 2005 | 15.5 | 0.67 | 6.20 |
| 2006 | 10.0 | 1.61 | 5.30 |
| 2007 | 15.0 | 1.21 | 2.75 |
| 2008 | 12.6 | 1.29 | 3.77 |
| 2009 | 71.9 | 1.31 | 3.86 |
| 2010 | 19.9 | 1.41 | 3.13 |
| 2011 | 39.9 | 1.23 | 3.84 |
| 2012 | 9.8 | 1.45 | 5.51 |
| 2013 | 39.5 | 1.39 | 4.08 |
| 2014 | 30.0 | 1.36 | 3.00 |
| 2015 | 9.7 | 1.56 | 4.25 |
| 2016 | 44.5 | 1.35 | 5.45 |
| 2017 | 14.8 | 1.55 | 5.76 |
| 2018 | 15.0 | 1.16 | 4.67 |
| 2019 | 10.0 | 1.38 | 5.06 |
| 2023 | 9.3 | 1.13 | 5.10 |
| 2031 | 17.3 | 3.66 | 9.00 |
| Total Notional Amount | $ 391.7 | 1.41% | 4.53% |
| Fair Value | $ 388.9 | ||
| (1) | This table reflects the contractual maturity date of the Company's interest rate swaps. Nearly all of these swaps have terms such that the swap counterparties may call the swaps at various times prior to the final maturity date. |
ITEM IV. CONTROLS AND PROCEDURES
| (a) | Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Section 13(a)-15(e) under the Securities Exchange Act of 1934 (the "Act") as of June 30, 2004 was carried out under the supervision and with the participation of the Chief Executive Officer and Principal Financial Officer and several other members of the Corporation's senior management. The Corporation's Chief Executive Officer and Principle Financial Officer concluded that the Corporation's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed in the reports the Corporation files or submits under the Act is (i) accumulated and communicated to management (including the Chief Executive Officer and Principal Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. | |
| (b) | Changes in Internal Controls: There were no changes in internal controls over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. | |
| We intend to continually review and evaluate the design and effectiveness of our disclosure controls and procedures and to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal, future events affecting our business may cause us to modify our disclosure controls and procedures. | ||
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company and its subsidiaries are involved as plaintiff or defendant in various legal actions arising in the normal course of their business. While the ultimate outcome of the various legal proceedings involving the Registrant and its subsidiaries cannot be predicted with certainty, it is the opinion of management, after consultation with legal counsel, that these legal actions currently are not material to the Company.
Item 2. Changes in Securities
On December 26, 2000, the Company's Board of Directors authorized management to repurchase up to 400,000 shares of the Company's outstanding common stock, under a program of open market purchases or privately negotiated transactions. The plan does not have an expiration date. Information on the shares purchased during the second quarter of 2004 is as follows.
Total Number of Shares Purchased(2) |
Average Price Per Share(2) |
Total Number of Shares Purchased as Part of Publicly Announced Plan |
Maximum Number of Shares that May Yet Be Purchased Under the Plan(1) | |
| April 1, 2004 - April 30, 2004 |
5,306 | $50.08 | 5,306 | 249,435 |
| May 1, 2004- May 31, 2004 |
47 | 51.64 | 47 | 240,388 |
| June 1, 2004 June 30, 2004 |
2,242 |
27.72 | 2,242 |
247,146 |
| 7,595 |
$43.51 | 7,595 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Common Stockholders
a) Results of 2004 Annual Meeting of Stockholders of Great Southern Bancorp, Inc.
| 1) | There were 6,853,351 shares entitled to vote at said meeting. | ||
| 2) | Julie T. Brown received 6,490,333 votes for director; Earl A. Steinert, Jr. received 6,503,701 votes for director; and William V. Turner received 6,547,240 votes for director. | ||
| 3) | The stockholders ratified the Proposal to Change the Company's State of Incorporation to Maryland. The vote was as follows: For - 5,007,549; Against - 65,280; Abstain - 46,498. | ||
| 4) | The stockholders ratified the Proposal to Engage BKD,LLP as the Company's Independent Auditor for 2004. The vote was as follows: For - 6,472,083; Against - 44,292; Abstain - 40,211. | ||
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
See Exhibit Index.
b) Reports on Form 8-K
| 1. | Report filed on April 15, 2004, to disclose a press release announcing
the Registrant's financial results for its first quarter ended March 31, 2004. | ||
| 2. | Report filed on May 3, 2004, to disclose a press release announcing that
the Registrant's Annual Meeting presentation and scripts will be
available on the Registrant's Web site immediately following the
Annual Meeting. | ||
| 3. | Report filed on May 4, 2004, to disclose a press release announcing the
declaration of a two-for-one stock split in the form of a 100 percent
stock dividend. | ||
| 4. | Report filed on May 19, 2004, to disclose the completion of the Registrant's change of its state of incorporation from Delaware to Maryland. | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Great Southern Bancorp, Inc. | |
| Registrant | |
| Date: August 6, 2004 | /s/ Joseph W. Turner Joseph W. Turner President and Chief Executive Officer (Principal Executive Officer) |
| Date: August 6, 2004 | /s/ Rex A. Copeland
Rex A. Copeland Treasurer (Principal Financial and Accounting Officer) |
| Exhibit No. |
Description |
| 11 | Statement Re Computation of Earnings Per Share |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) |
| 31.2 | Certification of Treasurer Pursuant to Rule 13a-14(a) |
| 32 | Certification of Chief Executive Officer and Treasurer Pursuant to Section 906 of Sarbanes-Oxley Act |