Back to GetFilings.com

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended December 31, 2004

For the transition period from              to             

Commission File Number: 001-15215

GREAT WESTERN BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

10834 Old Mill Road, Suite One, Omaha, NE 68154

(Address of principal executive office) (Zip code)

(402) 333-8330

(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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Table of Contents

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED DECEMBER 31, 2004

2

Table of Contents

FORWARD-LOOKING STATEMENTS

This report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as “may”, “believe”, “will”, “anticipated”, “estimated”, “projected”, “could”, “should”, “plan” or similar expressions. Forward-looking statements are based on management’s current expectations. Factors that might cause future results to differ from management’s expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies or guidelines, changes in the quality or composition of Great Western Bancorporation, Inc. (“Great Western”) loan and investment portfolios, technology changes and competitive pressures in the geographic and business areas where Great Western conducts its operations.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning Great Western and its business, including other factors that could materially affect Great Western’s financial results, is included in Great Western’s filings with the Securities and Exchange Commission.

3

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

See Notes to Condensed Consolidated Financial Statements.

4

Table of Contents

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)

See Notes to Condensed Consolidated Financial Statements.

5

Table of Contents

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Six Months Ended

(In thousands, except share and per share data)

(unaudited)

See Notes to Condensed Consolidated Financial Statements.

6

Table of Contents

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Cash Flows

For The Six Months Ended

(In thousands)

(unaudited)

See Notes to Condensed Consolidated Financial Statements.

7

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of presentation.

The consolidated financial statements include the accounts of Great Western Bancorporation, Inc. (“Great Western”) and its subsidiaries. All material intercompany accounts and transactions with subsidiaries are eliminated in consolidation.

The consolidated subsidiaries are as follows: Great Western Bank (100.0% owned), which is chartered in Omaha, Nebraska; Great Western Bank, (96.1% owned), which is chartered in Watertown, South Dakota; Great Western Bank, (100.0% owned), which is chartered in Clive, Iowa; Great Western Service Corporation, (100.0% owned by bank subsidiaries, excluding Great Western Bank, Omaha), a data processing organization. Great Western Bank, Omaha also owns 100.0% of GW Leasing, Inc., a leasing company.

The June 30, 2004 consolidated balance sheet has been derived from Great Western’s audited balance sheet as of that date. The consolidated financial statements as of December 31, 2004 and for the three months and six months ended December 31, 2004 and 2003 are unaudited but include all adjustments (consisting only of normal recurring adjustments), which Great Western considers necessary for a fair presentation of financial position and results of its operations and its cash flows for those periods. Certain information and note disclosures normally included in Great Western’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Great Western’s Form 10-K annual report for 2004 filed with the Securities and Exchange Commission. Results for the three and six months ended December 31, 2004 are not necessarily indicative of the results to be expected for future periods.

2. Earnings per common share.

Earnings per share have been computed on the basis of weighted average number of common shares outstanding during each period presented. Dividends accumulated or declared on cumulative and noncumulative preferred stock, which totaled $38,000 and $38,000 in the three months ended December 31, 2004 and 2003 and totaled $325,000 and $338,000 for the six months ended December 31, 2004 and December 31, 2003, reduced earnings available to common stockholders in the computation. Great Western has no common stock equivalents.

3. Comprehensive Income.

Comprehensive income was $5,882,000 and $5,940,000 for the three months ended December 31, 2004 and 2003 and $18,003,000 and $8,227,000 for the six months ended December 31, 2004 and December 31, 2003. The difference between comprehensive income and net income presented in the Consolidated Statements of Income is attributed solely to change in unrealized gains and losses on securities available for sale during the periods presented.

4. Legal Proceedings.

Great Western and its subsidiary banks are from time to time parties to various legal actions arising in the normal course of business. Management believes there is no proceeding threatened or pending against Great Western or its subsidiaries, which, if determined adversely, would have a material adverse effect on its financial condition or results of operations.

5. Subsequent Event.

On December 28, 2004, final regulatory approval was received for the redemption of all outstanding non-voting, non-cumulative Series 3 preferred stock. The face amount of the non-voting, non-cumulative Series 3 preferred stock is $10,000,000 and will be redeemed within three months from the date final regulatory approval was received. The redemption will slightly decrease Great Western’s leverage ratio, Tier 1 risked-based capital ratio, and total risk-based capital ratio; however the ratios will remain above the minimum required levels.

8

Table of Contents

6. Business Acquisition.

On July 7, 2004, Great Western Bancorporation, Inc. entered into a contract to acquire all of the common voting and nonvoting stock of Oak Bancorporation and its subsidiaries. Oak Bancorporation owned 100% of Oakland State Bank, Oakland, Iowa, and Security State Bank, Red Oak, Iowa. The purchase closed on November 5, 2004. Oak Bancorporation was merged into Great Western Bancorporation, Inc., Oakland State Bank was merged into Great Western Bank, Omaha, and Security State Bank was merged into Great Western Bank, Clive on the date of closing.

The final purchase price is contingent upon the actual collection of certain classified loans and the settlement of any liabilities not disclosed on the books of Oak Bancorporation at closing. The final purchase price will be determined on November 5, 2005. The amount of goodwill recognized for the purchase of Oakland Bancorporation may be adjusted based upon the final purchase price.

Great Western expects the acquisition will enhance its operating market and reduce costs through economies of scale. The results of operation of Oak Bancorporation after the date of acquisition are included in the consolidated financial statements. The average amortization period for the core deposit and other intangible assets is five years.

A summary of the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:

On June 28, 2004, Great Western Bank, Omaha, entered into an agreement to merge with First State Bancorp, Inc., and its subsidiary, Farmers Bank of Portageville. The closing date was December 9, 2004. Pursuant to the terms of the agreement to merge, Great Western Bank, Omaha retained the Federal Home Loan Bank Stock and the Missouri banking charter of First State Bancorp, Inc. All other assets and liabilities were assumed by a third party.

As a result of the acquisition, Great Western Bank, Omaha is authorized to operate a banking business in the State of Missouri.

A summary of the fair value of net assets acquired and net cash paid (in thousands) on the date of acquisition is as follows:

7. Financing Activities.

On August 18, 2004, Great Western redeemed $21,031,000 of Debentures from GWB Capital Trust I. GWB Trust I redeemed all outstanding Common Securities (63,093 shares) and Preferred Securities (2,040,000 shares) at the $10 par value plus accumulated and unpaid distributions. Great Western owned 100% of the Common Securities. The accumulated

9

Table of Contents

and unpaid distributions on the Common and Preferred Securities on August 18, 2004 were $6,000 and $187,000, respectively. The total distributions for the redemption of the Common Securities were $637,000 and the total distributions for the Preferred Securities were $20,587,000. The distributions were made from cash on hand.

8. Recent Accounting Pronouncements.

Effective March 31, 2004, Emerging Issues Task Force Issue No. 03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”) was issued. EITF 03-1 provides guidance for determining the meaning of “other-than-temporarily impaired” and its application to certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”) and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as other-than-temporarily impaired unless the corporation can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment, which might mean maturity. This Issue also requires disclosures assessing the ability and intent to hold investments in instances in which an investor determines that an investment with a fair value less than cost is not other-than-temporarily impaired.

On September 30, 2004, the FASB decided to delay the effective date for the measurement and recognition guidance contained in Issue 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in Issue 03-1 was not delayed.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Great Western is a multi-bank holding company organized under the laws of Iowa whose primary business is providing trust, commercial, consumer, and mortgage banking services through its Nebraska, South Dakota and Iowa based subsidiary banks. Substantially all of Great Western’s income is generated from banking operations.

The Company’s fiscal year end is June 30.

CRITICAL ACCOUNTING POLICIES

Great Western’s critical accounting policies involving the more significant judgments and assumptions used in the preparation of the consolidated financial statements as of December 31, 2004, have remained unchanged from June 30, 2004. These policies involve the provision and allowance for loan losses, and valuation of mortgage servicing rights and intangibles. Disclosure of these critical accounting policies is incorporated by reference under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Great Western’s Annual report on Form 10-K for Great Western’s fiscal year ended June 30, 2004.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Average assets were $2,528,207,000 for the six months ended December 31, 2004 compared to $2,183,776,000 (as revised to be comparable to current year calculations) for the six months ended December 31, 2003, a 15.77% increase. Average interest-earning assets were $2,333,479,000 for the six months ended December 31, 2004 and $2,015,043,000 (as revised to be comparable to current year calculations) for the six months ended December 31, 2003, representing a 15.80% increase. Average assets and average interest-earning assets increased due to internal growth and acquisitions.

Total assets were $2,632,084,000 at December 31, 2004, an increase of $202,175,000 or 8.32% from June 30, 2004. The increase in total assets is due to a $56,746,000 or 15.55% increase in securities available for sale and a $153,872,000 or 8.40% increase in loans, net of unearned fees and allowance for loan losses. The increase in securities available for sale and loans, net of unearned fees and allowance for loans losses, is a result of internal growth and acquisitions.

10

Table of Contents

Securities available for sale were $421,593,000 at December 31, 2004, and $364,847,000 at June 30, 2004. The increase of $56,746,000 or 15.55% was due to internal growth and acquisitions. Securities available for sale with unrealized losses were $222,208,000 at December 31, 2004 with total unrealized losses of $3,139,000. Securities available for sale with unrealized losses were $278,210,000 at June 30, 2004 with total unrealized losses of $8,203,000. The unrealized losses for longer than twelve continuous months were $1,033,000 at December 31, 2004 and $620,000 at June 30, 2004. The losses for all such securities are a direct result of changes in interest rates. Great Western has the ability and intent to hold these securities for a period of time sufficient to allow for a recovery in fair value.

Loans, net of unearned fees, grew $153,872,000 or 8.40% during the six months ended December 31, 2004 due to internal growth and acquisitions. Included are loans originated for resale of $10,114,000 at December 31, 2004, a decrease of $2,226,000 when compared to $12,340,000 at June 30, 2004. The decrease in loans originated for resale is due to the decline in the volume of mortgages originated during the six months ended December 31, 2004.

Mortgage servicing rights, net, were $16,741,000 at December 31, 2004, an increase of $2,184,000 or 15.00%, from June 30, 2004. Mortgage servicing rights increased due to purchases of $3,559,000, less valuation adjustments and amortization expense of $1,375,000 recognized during the six months ended December 31, 2004.

The allowance for loan losses increased by $3,102,000 to $25,745,000 at December 31, 2004 from $22,643,000 at June 30, 2004. The increase primarily resulted from the acquisition of $2,026,000 in allowance for loan losses from Oak Bancorporation. The allowance represented 1.28% and 1.22% of loans, net of unearned fees as of December 31, 2004 and June 30, 2004.

For the six months ended December 31, 2004, Great Western’s annualized return on average assets (“ROA”) was 1.16%, compared to 1.13% (as revised to be comparable to current year calculations) for the six months ended December 31, 2003. Return on average stockholders’ equity (“ROE”) for the six months ended December 31, 2004 and 2003 was 19.72% and 19.58% (as revised to be comparable to current year calculations), respectively. The increases in ROA and ROE are due to an 18.81% increase in net income for the six months ending December 31, 2004 compared to a 15.77% increase in average assets and a 17.98% increase in average equity from the same period a year ago.

Cash and cash equivalents, certificates of deposit and securities available for sale totaled $479,468,000 or 18.22% of total assets at December 31, 2004, compared to $441,356,000 or 18.16% at June 30, 2004.

At December 31, 2004, the Company’s leverage ratio was 6.15%, Tier 1 risk-based capital ratio was 7.35%, and total risk-based capital ratio was 11.80%, compared to minimum required levels of 4% for leverage and Tier 1 risk-based capital ratios and 8% for total risk-based capital ratio, subject to change at the discretion of regulatory authorities to impose higher standards in individual cases. At December 31, 2004, the Company had net risk-weighted assets of $2,122,127,000.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended December 31, 2004 and December 31, 2003.

Net Interest Income

Total interest income for the three months ended December 31, 2004 was $35,815,000, an 18.40% increase from $30,248,000 for the three months ended December 31, 2003. The increase was due to an increase of $4,699,000 in interest earned on loans and an increase of $832,000 in interest earned on taxable securities. The primary cause for the increase in interest income earned on loans and taxable securities is the increase in average interest-earning assets. Average interest-earning assets were $2,394,030,000 for the three months ended December 31, 2004, an increase of $371,048,000 or 18.34% from $2,022,982,000 for the three months ended December 31, 2003.

Total interest expense for the three months ended December 31, 2004 was $11,902,000, a 16.42% increase from $10,223,000 for the three months ended December 31,

11

Table of Contents

2003. The increase is primarily due to a $1,294,000 increase in interest expense on deposits and an $189,000 increase in interest expense on FHLB advances and other borrowings. The primary cause for the increase in the interest expense on deposits and FHLB advances and other borrowings is the increase in average interest-bearing liabilities. Average interest-bearing liabilities were $2,148,043,000 for the three months ended December 31, 2004, an increase of $350,835,000 or 19.52% from $1,797,208,000 for the three months ended December 31, 2003.

Net interest income was $23,913,000 for the three months ended December 31, 2004, compared to $20,025,000 for the same period in 2003, an increase of 19.42%. Great Western’s net interest margin increased to 4.00% for the three months ended December 31, 2004 from 3.96% for the three months ended December 31, 2003. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.

Provision for Loan Losses

The provision for loan losses for the three months ended December 31, 2004 was $1,236,000, compared to $1,332,000 for the three months ended December 31, 2003. The decrease was due to a decline in estimated loan losses for the current period offset by the growth in loans.

Noninterest Income

Noninterest income for the three months ended December 31, 2004 was $7,654,000, an increase of $808,000 or 11.80% over the same period last fiscal year. The increase resulted primarily from an $803,000 increase in services charges and other fees. The increase in service charges and other fees is a function of the increased number and type of deposit accounts that resulted from acquisitions, internal growth, and de novo branch expansion.

Noninterest Expense

Noninterest expense for the three months ended December 31, 2004 was $18,380,000, an increase of $1,780,000 or 10.72% over the same period last fiscal year. The increase resulted primarily from a $1,033,000 increase in salaries and employee benefits expense, a $207,000 increase in occupancy expense, and an $186,000 increase in advertising expense.

Salaries and employee benefits expense increased by $1,033,000 or 11.90%, to $9,711,000 for the three months ended December 31, 2004 from $8,678,000 for the three months ended December 31, 2003. Contributing to this increase is the increase in staffing levels as a result of acquisitions and expansion through de novo branches.

Occupancy expense increased by $207,000 or 19.49% to $1,269,000 for the three months ended December 31, 2004 from $1,062,000 for the three months ended December 31, 2003. The increase is a result of acquisitions and expansion through de novo branches.

Advertising expense increased by $186,000 or 19.96% to $1,118,000 for the three months ended December 31, 2004 from $932,000 for the three months ended December 31, 2003. The increase is due to promotion of new branches and new products.

Income Taxes

Income taxes for the three months ended December 31, 2004 and December 31, 2003 were $4,238,000 and $3,236,000. The increase is due to a 33.70% or $3,012,000 increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the three months ended December 31, 2004 and December 31, 2003, were 35.46% and 36.20%, respectively. The effective income tax rates are lower for the 2004 period compared to the 2003 period due to higher levels of tax-exempt interest income and tax credits.

12

Table of Contents

Comparison of the Six Months Ended December 31, 2004 and December 31, 2003.

Net Interest Income

Total interest income for the six months ended December 31, 2004 was $69,298,000, a 14.56% increase from $60,493,000 for the six months ended December 31, 2003. The increase was due to an increase of $7,525,000 in interest earned on loans and an increase of $1,331,000 in interest earned on taxable securities. The primary cause for the increase in interest income earned on loans and taxable securities is the increase in average interest-earning assets. Average interest-earning assets were $2,333,479,000 for the six months ended December 31, 2004, an increase of $318,436,000 or 15.80% from $2,015,043,000 for the six months ended December 31, 2003.

Total interest expense for the six months ended December 31, 2004 was $23,072,000, a 10.47% increase from $20,886,000 for the six months ended December 31, 2003. The increase is due to a $1,311,000 increase in interest expense on deposits and a $437,000 increase in interest expense on the subordinated debentures. The primary cause for the increase of the interest expense on deposits and subordinated debentures is the increase in average interest-bearing liabilities. Average interest-bearing liabilities were $2,103,743,000 for the six months ended December 31, 2004, an increase of $327,904,000 or 18.46% from $1,775,839,000 for the six months ended December 31, 2003.

Net interest income was $46,226,000 for the six months ended December 31, 2004, compared to $39,607,000 for the same period in 2003, an increase of 16.71%. Great Western’s net interest margin increased to 3.96% for the six months ended December 31, 2004 from 3.93% for the six months ended December 31, 2003. The increase in the net interest margin was caused by a larger increase in interest income when compared to the increase in interest expense.

Provision for Loan Losses

The provision for loan losses for the six months ended December 31, 2004, was $2,092,000, compared to $2,287,000 for the six months ended December 31, 2003. The decrease was due to a decline in estimated loan losses for the current period offset by the growth in loans.

Noninterest Income

Noninterest income for the six months ended December 31, 2004 was $15,179,000, a decrease of $978,000 or 6.05% over the same period last fiscal year. The decrease resulted primarily from a $1,747,000 decrease in gain on the sale of loans and a $1,053,000 decrease in gain on the sale of securities, offset by a $1,664,000 increase in service charges and other fees.

The decrease in the gain on the sale of loans is a result of the decrease in loans originated for resale. Loans originated for resale during the six months ended December 31, 2004, were $110,369,000, compared to $219,939,000 during the six months ended December 31, 2003.

Service charges and other fees increased by $1,664,000 or 23.60%, to $8,716,000 for the six months ended December 31, 2004 from $7,052,000 for the six months ended December 31, 2003. The increase in service charges and other fees is a function of the increased number and type of deposit accounts that resulted from acquisitions, internal growth, and de novo branch expansion.

Noninterest Expense

Noninterest expense for the six months ended December 31, 2004 was $36,065,000, an increase of $2,513,000 or 7.49% for the current fiscal period when compared to the same fiscal period one year ago. The increase resulted primarily from a $1,601,000 increase in salaries and employee benefits expense, a $305,000 increase in occupancy expense, and a $315,000 increase in data processing expense.

Salaries and employee benefits expense increased by $1,601,000 or 9.13%, to $19,130,000 for the six months ended December 31, 2004 from $17,529,000 for the six months ended December 31, 2003. Contributing to this increase is the increase in staffing levels as a result of acquisitions and expansion through de novo branches.

Occupancy expense increased by $305,000 or 14.22% to $2,450,000 for the six months ended December 31, 2004 from $2,145,000 for the six months ended December 31, 2003. The increase is a result of acquisitions and expansion through de novo branches.

13

Table of Contents

Data processing expenses increased by $315,000 or 17.59% to $2,106,000 for the six months ended December 31, 2004 from $1,791,000 for the six months ended December 31, 2003. The increase is a result of acquisitions and expansion through de novo branches.

Income Taxes

Income taxes for the six months ended December 31, 2004 and December 31, 2003 were $8,215,000 and $7,261,000. The increase is due to a 16.68% or $3,323,000 increase in pretax net income, offset by a decrease in the effective tax rate. The effective tax rates for the periods were 35.3% and 37.5%. The effective tax rates are lower for the 2004 period compared to the 2003 period due to higher levels of tax-exempt interest income and tax credits.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset/liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes. This is accomplished by managing the repricing of interest rate sensitive interest earning assets and interest bearing liabilities. Controlling the maturity or repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in little change in net interest income when interest rates change. A mismatched gap position will normally result in changes in net interest income as interest rates change.

Management regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Company’s interest rates and maturities for interest earning assets acquired and interest bearing liabilities accepted.

There has not been a material change in the interest rate sensitivity of the Company during the six months ended December 31, 2004.

ITEM 4: CONTROLS AND PROCEDURES

Great Western’s principal executive officer and principal financial officer have concluded that Great Western’s disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c), based on their evaluation of such controls and procedures conducted within 90 days prior to the date hereof, are effective to ensure that information required to be disclosed by Great Western in the reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to Great Western’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There have been no significant changes in Great Western’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.

14

Table of Contents

PART II

OTHER INFORMATION

15

Table of Contents

SIGNATURES

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.

16