UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number 0-18082
GREAT SOUTHERN BANCORP, INC.
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Delaware
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43-1524856
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| (State of Incorporation) |
(IRS Employer Identification Number)
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1451 E. Battlefield, Springfield, Missouri
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65804
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| (Address of Principal Executive Offices) | (Zip Code) |
(417) 887-4400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.01
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. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. / /
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act . Yes /X/ No / /
The aggregate market value of the common stock of the Registrant held by non-affiliates of the Registrant on June 30, 2003, computed by reference to the closing price of such shares on that date, was $218,445,953. At March 8, 2004, 6,853,351 shares of the Registrant's common stock were outstanding.
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Page
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| PART I | ||
| ITEM 1. BUSINESS | 1 | |
| Great Southern Bancorp, Inc. | 1 | |
| Great Southern Bank | 1 | |
| Forward-Looking Statements | 2 | |
| Internet Website | 2 | |
| Primary Market Area | 2 | |
| Lending Activities | 4 | |
| Loan Portfolio Composition | 6 | |
| Originations, Purchases, Sales and Servicing of Loans | 13 | |
| Loan Delinquencies and Defaults | 14 | |
| Classified Assets | 16 | |
| Non-Performing Assets | 17 | |
| Allowance for Loan Losses on Loans and Foreclosed Assets | 18 | |
| Investment Activities | 20 | |
| Sources of Funds | 23 | |
| Subsidiaries | 29 | |
| Competition | 30 | |
| Employees | 30 | |
| Government Supervision and Regulation | 30 | |
| Federal and State Taxation | 34 | |
| ITEM 2. PROPERTIES | 36 | |
| ITEM 3. LEGAL PROCEEDINGS | 38 | |
| ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 38 | |
| ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT | 38 | |
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PART II
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| ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED | ||
| STOCKHOLDER MATTERS | 39 | |
| ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA | 40 | |
| ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF | ||
| FINANCIAL CONDITION AND RESULTS OF OPERATION | 43 | |
| ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 59 | |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION | 65 | |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS | ||
| ON ACCOUNTING AND FINANCIAL DISCLOSURE | 107 | |
| ITEM 9A. CONTROLS AND PROCEDURES |
107
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PART III
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| ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT | 107 | |
| ITEM 11. EXECUTIVE COMPENSATION | 110 | |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | ||
| AND MANAGEMENT | 114 | |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 116 | |
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
117
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PART IV
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| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND | ||
| REPORTS ON FORM 8-K | 115 | |
| SIGNATURES | ||
| INDEX TO EXHIBITS | ||
ITEM 1. BUSINESS .
Great Southern Bancorp, Inc.
Great Southern Bancorp, Inc. ("Bancorp" or "Company") is a financial holding company which, as of December 31, 2003, owned directly all of the stock of Great Southern Bank ("Great Southern" or the "Bank") and other non-banking subsidiaries. Bancorp was incorporated under the laws of the State of Delaware in July 1989 as a unitary savings and loan holding company. After receiving the approval of the Federal Reserve Bank of St. Louis (the "Federal Reserve" or "FRB"), the Company became a one-bank holding company on June 30, 1998, upon the conversion of Great Southern to a Missouri-chartered trust company.
As a Delaware corporation, the Company is authorized to engage in any activity that is permitted by the Delaware General Corporation Law and is not prohibited by law or regulatory policy. The Company currently conducts its business as a financial holding company. Through the financial holding company structure, it is possible to expand the size and scope of the financial services offered by the Company beyond those offered by the Bank. The financial holding company structure provides the Company with greater flexibility than the Bank would have to diversify its business activities, through existing or newly formed subsidiaries, or through acquisitions or mergers of other financial institutions as well as other companies. At December 31, 2003, Bancorp's consolidated assets were $1.54 billion, consolidated net loans were $1.09 billion, consolidated deposits were $1.14 billion and consolidated stockholders' equity was $120 million. The assets of the Company consist primarily of the stock of Great Southern, interests in a local trust company and a merchant banking company and cash.
Through the Bank and subsidiaries of the Bank, the Company offers insurance, travel, discount brokerage and related services, which are discussed further below. The activities of the Company are funded by retained earnings and through dividends from Great Southern. Activities of the Company may also be funded through borrowings from third parties, sales of additional securities or through income generated by other activities of the Company. The Company expects to finance its future activities in a similar manner.
The executive offices of the Company are located at 1451 East Battlefield, Springfield, Missouri 65804, and its telephone number at that address is (417) 887-4400.
Great Southern Bank
Great Southern was incorporated as a Missouri-chartered mutual savings and loan association in 1923, and, in 1989, was converted to a Missouri-chartered stock savings and loan association. In 1994, Great Southern changed to a federal savings bank charter and then, on June 30, 1998, changed to a Missouri-chartered trust company (the equivalent of a commercial bank charter). Headquartered in Springfield, Missouri, Great Southern offers a broad range of banking services through its 29 branches located in southwestern and central Missouri. At December 31, 2003, the Bank had total assets of $1.54 billion, net loans of $1.09 billion, deposits of $1.14 billion and stockholders' equity of $134 million, or 8.7% of total assets. Its deposits are insured by the Savings Association Insurance Fund ("SAIF") to the maximum levels permitted by the Federal Deposit Insurance Corporation ("FDIC").
Great Southern is principally engaged in the business of originating residential and commercial real estate loans, other commercial and consumer loans and funding these loans through attracting deposits from the general public, originating brokered deposits and borrowing funds from the Federal Home Loan Bank of Des Moines (the "FHLBank") and others.
For many years, Great Southern has followed a strategy of emphasizing quality loan origination through residential, commercial and consumer lending activities in its local market area. The goal of this strategy has been to maintain its position as one of the leading providers of financial services in its market area, while simultaneously diversifying assets and reducing interest rate risk by originating and holding adjustable-rate loans in its portfolio and selling fixed-rate single-family mortgage loans in the secondary market. The Bank continues to place primary emphasis on residential mortgage and other real estate lending while also expanding and increasing its originations of commercial business and consumer loans.
The corporate office of the Bank is located at 1451 East Battlefield, Springfield, Missouri 65804 and its telephone number at that address is (417) 887-4400.
Forward-Looking Statements
When used in this Form 10-K 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 declines 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.
Internet Website
Bancorp maintains a website at www.greatsouthernbank.com. The information contained on that website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Bancorp currently makes available on or through its website Bancorp's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K or amendments to these reports. These materials are also available free of charge on the Securities and Exchange Commission's website at www.sec.gov.
Primary Market Area
Great Southern's primary market area encompasses 15 counties in southwestern and central Missouri. The Bank's branches and ATMs support deposit and lending activities throughout the region, serving such diversified markets as Springfield, Joplin, the resort areas of Branson and Lake of the Ozarks, and various smaller communities in the Bank's market area. Management believes that the Bank's share of the deposit and lending markets in its market area is approximately 10% and its affiliates have an even smaller percent, with the exception of the travel agency which has a larger percent of its respective business in its market area.
Great Southern's largest concentration of loans and deposits is in the Greater Springfield area. With a population of approximately 379,000, the Greater Springfield area is the third largest metropolitan area in Missouri. Employment in this area is diversified, including small and medium-sized manufacturing concerns, service industries, especially in the resort and leisure activities sectors, agriculture, the federal government, and a major state university. Springfield is also a regional health care center. The unemployment rate in this area is, and has consistently been, below the national average.
The second largest concentration of loans is in the Branson area. The region is a vacation and entertainment center, attracting tourists to its theme parks, resorts, country music and novelty shows and other recreational facilities. As a result of the rapid growth of the Branson area in the early 1990's, property values increased at unusually high rates. This growth also provided for increased loan demand and a more volatile lending market than had previously been present in that area. Due to overbuilding of commercial properties during the mid-1990's, property values had experienced downward pressure in the late 1990's. In recent years, commercial real estate values have stabilized. Reduced demand for residential properties in the 1990's similarly created downward pressure on one- to four-family and multi-family, primary and vacation residences in this area. In recent years, residential real estate demand and values have shown improvements.
A significant portion of the Bank's loan originations have been secured by properties in the two county region that includes the Branson area. Approximately $163 million, or 13%, of the total loan portfolio at December 31, 2003, was secured by commercial real estate, commercial construction, other residential properties, one- to four-family residential properties, and one- to four-family construction properties, and consumer loans in the Branson area. Residential mortgages account for approximately $60 million of this total. Included in the Branson concentration totals are approximately $1.1 million of non-performing loans.
To expand and diversify the Bank's loan portfolio, the Bank opened a loan production branch in Kansas City, Missouri, and a loan production office in Rogers, Arkansas, in 2003. Great Southern has historically served commercial lending needs in the Greater Kansas City and Northwest Arkansas regions from its Springfield office. The Bank's familiarity with these two growth markets, coupled with potential strong loan demand, led to physical expansion in these regions that allows Great Southern to more conveniently serve and expand relationships with existing customers and attract new business. Managed by seasoned commercial lenders who have personal experience and knowledge in their respective markets, the offices offer all Great Southern commercial lending services, including fixed and variable rate commercial real estate loans for new and existing customers. Underwriting of all loan production in these regions is performed in Springfield, so credit decisions are consistent across all markets.
The Kansas City branch, which does not currently accept deposits or perform cash transactions, opened in January 2003 and primarily serves the Greater Kansas City market. In 2003, the Kansas City branch experienced strong growth with $41.4 million in commercial loan originations. As of December 31, 2003, the Kansas City branch had $85.0 million in outstanding loan balances, which includes loans previously originated and serviced by the Springfield office.
In September 2003, the Northwest Arkansas loan production office opened in Rogers and primarily serves the Northwest Arkansas corridor, which includes the cities of Fayetteville, Rogers, Springdale and Bentonville. The Northwest Arkansas corridor was named as the strongest regional economy in the nation, according to a recent Milken Institute Report. Loan originations in 2003 for the Northwest Arkansas office were $33.0 million. As of December 31, 2003, the Arkansas office has outstanding loan balances of $57.7 million, which includes loans previously originated and serviced by the Springfield office.
Lending Activities
General
From its beginnings in 1923 through the early 1980s, Great Southern primarily made long-term, fixed-rate residential real estate loans that it retained in its loan portfolio. Beginning in the early 1980s, Great Southern increased its efforts to originate short-term and adjustable-rate loans. Substantially all of the adjustable-rate mortgage loans originated by Great Southern are held for its own portfolio and substantially all of the long-term fixed-rate residential mortgage loans originated by Great Southern are sold in the secondary market.
Beginning in the mid-1980s, Great Southern increased its efforts to originate commercial real estate and other residential loans, primarily with adjustable rates or shorter-term fixed rates. In addition, some competitor banking organizations have merged with larger institutions and changed their business practices or moved operations away from the local area, and others have consolidated operations from the local area to larger cities. This has provided Great Southern expanded opportunity in these areas as well as in the origination of commercial business and consumer loans, primarily the indirect automobile area. In addition to origination of these loans, the Bank has expanded and enlarged its relationships with smaller banks to purchase participations (at par, generally with no servicing costs) in loans the smaller banks originate but are unable to retain in their portfolios due to capital limitations. The Bank uses the same underwriting guidelines in evaluating these participations as it does in its direct loan originations. At December 31, 2003, the balance of participation loans purchased was $88.0 million, or 7.2% of the total loan portfolio. None of these participation loans were non-performing at December 31, 2003.
One of the principal historical lending activities of Great Southern is the origination of fixed and adjustable-rate conventional residential real estate loans to enable borrowers to purchase or refinance owner-occupied homes. Great Southern originates a variety of conventional, residential real estate mortgage loans, principally in compliance with Freddie Mac and Fannie Mae standards for resale in the secondary market. Great Southern promptly sells most of the fixed-rate residential mortgage loans that it originates. Depending on market conditions, the ongoing servicing of these loans is at times retained by Great Southern and at other times released to the purchaser of the loan. Great Southern retains substantially all of the adjustable-rate mortgage loans in its portfolio.
Another principal lending activity of Great Southern is the origination of commercial real estate and construction loans. Since the early 1990s, this area of lending has been an increasing percentage of the loan portfolio and accounts for approximately 51% of the portfolio at December 31, 2003.
In addition, Great Southern in recent years has increased its emphasis on the origination of other commercial loans, home equity loans, consumer loans and student loans, and is also an issuer of letters of credit. See "-- Other Commercial Lending," "- Classified Assets," and "Loan Delinquencies and Defaults" below. Letters of credit are contingent obligations and are not included in the Bank's loan portfolio.
Great Southern has a policy of obtaining collateral for substantially all real estate loans. The percentage of collateral value Great Southern will loan on real estate and other property varies based on factors including, but not limited to, the type of property and its location and the borrower's credit history. As a general rule, Great Southern will loan up to 80% of the appraised value on one- to four-family residential property and will loan up to an additional 15% with private mortgage insurance for the loan amount above the 80% level. For commercial real estate and other residential real property loans, Great Southern generally loans up to a maximum of 80% of the appraised value. The origination of loans secured by other property is considered and determined on an individual basis by management with the assistance of any industry guides and other information which may be available.
Loan applications are approved at various levels of authority, depending on the type, amount and loan-to-value ratio of the loan. Loan commitments of more than $500,000 (or loans exceeding the Freddie Mac loan limit in the case of fixed-rate one- to four-family residential loans for resale) must be approved by Great Southern's loan committee. The loan committee is comprised of the Chairman of the Bank, as chairman of the committee, and other senior officers of the Bank involved in lending activities.
Although Great Southern is permitted under applicable regulations to originate or purchase loans and loan participations secured by real estate located in any part of the United States, the Bank has concentrated its lending efforts in Missouri and Northern Arkansas, with the largest concentration of its lending activity being in southwestern and central Missouri. In addition, the Bank has made some loans, secured primarily by commercial real estate, in other states, primarily Oklahoma, Kansas and other Midwestern states.
Loan Portfolio Composition
The following table sets forth information concerning the composition of the Bank's loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowance for loan losses) as of the dates indicated. The table is based on information prepared in accordance with generally accepted accounting principles and is qualified by reference to the Company's consolidated financial statements and the notes thereto contained in Item 8 of this report.
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December 31,
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||||||||||
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2003
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2002
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2001
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2000
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1999
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||||||
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
|
| (Dollars in thousands) | ||||||||||
| Real Estate Loans: | ||||||||||
| Residential | ||||||||||
| One- to four- family | $ 158,990 | 13.0% | $ 172,142 | 16.0% | $ 190,556 | 18.4% | $226,136 | 23.6% | $208,466 | 25.3% |
| Other residential | 107,090 | 8.7 | 84,862 | 7.9 | 88,274 | 8.5 | 81,143 | 8.5 | 76,926 | 9.4 |
| Commercial | 441,784 | 36.1 | 401,941 | 37.4 | 351,037 | 34.0 | 328,432 | 34.3 | 251,338 | 30.5 |
| Residential Construction: | ||||||||||
| One- to four-family | 92,126 | 7.5 | 68,416 | 6.4 | 49,306 | 4.8 | 47,241 | 4.9 | 39,795 | 4.8 |
| Other residential | 29,211 | 2.4 | 29,107 | 2.7 | 30,408 | 2.9 | 23,703 | 2.5 | 7,106 | .9 |
| Commercial construction |
180,211
|
14.7
|
115,148
|
10.7
|
127,171
|
12.3
|
73,398
|
7.7
|
63,722
|
7.8
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| Total real estate loans |
1,009,412
|
82.4
|
871,616
|
81.1
|
836,752
|
80.9
|
780,053
|
81.5
|
647,353
|
78.7
|
| Other Loans: | ||||||||||
| Consumer loans: | ||||||||||
| Guaranteed student loans | 3,090 | .3 | 3,407 | .3 | 3,818 | .4 | 3,892 | .5 | 4,067 | .5 |
| Automobile | 78,828 | 6.4 | 74,160 | 6.9 | 67,909 | 6.6 | 67,356 | 7.0 | 55,625 | 6.8 |
| Home equity and improvement | 40,028 | 3.3 | 33,896 | 3.2 | 27,198 | 2.6 | 19,460 | 2.0 | 14,431 | 1.8 |
| Other |
1,482
|
.1
|
980
|
.1
|
630
|
.1
|
491
|
.1
|
255
|
--
|
| Total Consumer loans | 123,428 | 10.1 | 112,443 | 10.5 | 99,555 | 9.7 | 91,199 | 9.6 | 74,378 | 9.1 |
| Other commercial loans |
92,039
|
7.5
|
91,123
|
8.4
|
97,557
|
9.4
|
85,334
|
8.9
|
100,419
|
12.2
|
| Total other loans |
215,467
|
17.6
|
203,566
|
18.9
|
197,112
|
19.1
|
176,533
|
18.5
|
174,797
|
21.3
|
| Total loans | 1,224,879 |
100.0%
|
1,075,182 |
100.0%
|
1,033,864 |
100.0%
|
956,586 |
100.0%
|
822,150 |
100.0%
|
| Less: | ||||||||||
| Loans in process | 109,004 | 55,468 | 46,744 | 45,834 | 36,048 | |||||
| Deferred fees and discounts | 834 | 779 | 906 | 1,274 | 2,002 | |||||
| Allowance for loan losses |
20,844
|
21,288
|
21,328
|
18,694
|
17,293
|
|||||
| Total loans receivable, net |
$1,094,197
|
$ 997,647
|
$ 964,886
|
$890,784
|
$766,807
|
|||||
The following table shows the fixed- and adjustable-rate composition of the Bank's loan portfolio at the dates indicated. The table is based on information prepared in accordance with generally accepted accounting principles.
The following table presents the contractual maturities of loans at December 31, 2003. The table is based on information prepared in accordance with generally accepted accounting principles.
|
Less Than
One Year |
One to Five
Years |
After Five
Years |
Total
|
|
| (Dollars in thousands) | ||||
| Real Estate Loans: | ||||
| Residential | ||||
| One- to four- family | $ 11,622 | $ 21,606 | $ 125,762 | $ 158,990 |
| Other residential | 19,063 | 55,125 | 32,902 | 107,090 |
| Commercial | 98,224 | 256,980 | 86,580 | 441,784 |
| Residential construction: | ||||
| One- to four- family | 79,092 | 13,034 | --- | 92,126 |
| Other residential | 11,198 | 13,562 | 4,451 | 29,211 |
| Commercial construction |
142,665
|
22,716
|
14,830
|
180,211
|
| Total real estate loans |
361,864
|
383,023
|
264,525
|
1,009,412
|
| Other Loans: | ||||
| Consumer loans: | ||||
| Guaranteed student loans | 3,090 | --- | --- | 3,090 |
| Automobile | 6,950 | 57,433 | 14,445 | 78,828 |
| Home equity and improvement | 717 | 4,939 | 34,372 | 40,028 |
| Other |
1,482
|
---
|
---
|
1,482
|
| Total consumer loans |
12,239
|
62,372
|
48,817
|
123,428
|
| Other commercial loans |
40,919
|
45,625
|
5,495
|
92,039
|
| Total other loans |
53,158
|
107,997
|
54,312
|
215,467
|
| Total loans |
$ 415,022
|
$ 491,020
|
$ 318,837
|
$1,224,879
|
As of December 31, 2003, loans due after December 31, 2004 with fixed interest rates totaled $254.6
million and loans due after December 31, 2004 with adjustable rates totaled $555.3 million.
Environmental Issues
Loans secured with real property, whether commercial, residential or other, may have a material,
negative effect on the financial position and results of operations of the lender if the collateral is
environmentally contaminated. The result can be, but is not necessarily limited to, liability for the cost of
cleaning up the contamination imposed on the lender by certain federal and state laws, a reduction in the
borrower's ability to pay because of the liability imposed upon it for any clean up costs, a reduction in the
value of the collateral because of the presence of contamination or a subordination of security interests in
the collateral to a super priority lien securing the clean up costs by certain state laws.
Management of the Bank is aware of the risk that the Bank may be negatively affected by
environmentally contaminated collateral and attempts to control such risk through commercially reasonable
methods, consistent with guidelines arising from applicable government or regulatory rules and regulations,
and to a more limited extent publications of the lending industry. Management currently is unaware
(without, in many circumstances, specific inquiry or investigation of existing collateral, some of which was
accepted as collateral before risk controlling measures were implemented) of any environmental
contamination of real property securing loans in the Bank's portfolio that would subject the Bank to any
material risk. No assurance can be made, however, that the Bank will not be adversely affected by
environmental contamination.
Residential Real Estate Lending
At December 31, 2003 and 2002, loans secured by residential real estate totaled $266 million and $257 million, respectively, and represented approximately 21.7% and 23.9%, respectively, of the Bank's total loan portfolio. Compared to historical levels, market rates for fixed rate mortgages were low during the years ended December 31, 2003 and 2002. This caused a higher than normal level of refinancing of adjustable-rate loans into fixed-rate loans during both years, most of which were sold in the secondary market, and accounted for the decline in the Bank's one- to four-family residential real estate loan portfolio during 2003 and 2002.
The Bank currently is originating one- to four-family adjustable-rate residential mortgage loans primarily with one-year adjustment periods. Rate adjustments on loans originated prior to July 2001 are based upon changes in prevailing rates for one-year U.S. Treasury securities. Rate adjustments on loans originated since July 2001 are based upon changes in the average of interbank offered rates for twelve months U.S. Dollar-denominated deposits in the London Market. Rate adjustments are generally limited to 2% maximum annual adjustments as well as a maximum aggregate adjustment over the life of the loan. Accordingly, the interest rates on these loans typically may not be as rate sensitive as is the Bank's cost of funds. Generally, the Bank's adjustable-rate mortgage loans are not convertible into fixed-rate loans, do not permit negative amortization of principal and carry no prepayment penalty. The Bank also currently is originating other residential (multi-family) mortgage loans with interest rates that are generally either adjustable with changes to the prime rate of interest or fixed for short periods of time (three to five years).
The Bank's portfolio of adjustable-rate mortgage loans also includes a number of loans with different adjustment periods, without limitations on periodic rate increases and rate increases over the life of the loans, or which are tied to other short-term market indices. These loans were originated prior to the industry standardization of adjustable-rate loans. Since adjustable-rate mortgage loans have not been subject to an interest rate environment which causes them to adjust to the maximum, these loans entail unquantifiable risks resulting from potential increased payment obligations on the borrower as a result of upward repricing. Further, the adjustable-rate mortgages offered by Great Southern, as well as by many other financial institutions, sometimes provide for initial rates of interest below the rates which would prevail were the index used for pricing applied initially. Compared to fixed-rate mortgage loans, these loans are subject to increased risk of delinquency or default as the higher, fully-indexed rate of interest subsequently comes into effect in replacement of the lower initial rate. The Bank has not experienced a significant increase in delinquencies in adjustable-rate mortgage loans due to a relatively low interest rate environment in recent years.
In underwriting one- to four-family residential real estate loans, Great Southern evaluates the borrower's ability to make monthly payments and the value of the property securing the loan. It is the policy of Great Southern that generally all loans in excess of 80% of the appraised value of the property be insured by a private mortgage insurance company approved by Great Southern for the amount of the loan in excess of 80% of the appraised value. In addition, Great Southern requires borrowers to obtain title and fire and casualty insurance in an amount not less than the amount of the loan. Real estate loans originated by the Bank generally contain a "due on sale" clause allowing the Bank to declare the unpaid principal balance due and payable upon the sale of the property securing the loan. The Bank may enforce these due on sale clauses to the extent permitted by law.
Commercial Real Estate and Construction Lending
Commercial real estate lending has traditionally been a part of Great Southern's business activities. Since fiscal 1986, Great Southern has expanded its commercial real estate lending in order to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. Great Southern expects to continue to maintain or increase the current percentage of commercial real estate loans in its total loan portfolio by originating loans secured by commercial real estate, subject to commercial real estate and other market conditions and to applicable regulatory restrictions. See "Government Supervision and Regulation" below.
At December 31, 2003 and 2002, loans secured by commercial real estate, excluding that which is under construction, totaled $442 million and $402 million, respectively, or approximately 36.1% and 37.4%, respectively, of the Bank's total loan portfolio. In addition, at December 31, 2003 and 2002, construction loans secured by projects under construction and the land on which the projects are located aggregated $302 million and $213 million, respectively, or 24.6% and 19.8%, respectively, of the Bank's total loan portfolio. The majority of the Bank's commercial real estate loans have been originated with adjustable rates of interest, most of which are tied to the Bank's prime rate. Substantially all of these loans were originated with loan commitments which did not exceed 80% of the appraised value of the properties securing the loans.
The Bank's construction loans generally have terms of one year or less. The construction loan agreements for one- to four-family projects generally provide that principal payments are required as individual condominium units or single-family houses are built and sold to a third party. This insures the remaining loan balance, as a proportion to the value of the remaining security, does not increase. Loan proceeds are disbursed in increments as construction progresses. Generally, the amount of each disbursement is based on the construction cost estimate of an independent architect, engineer or qualified fee inspector who inspects the project in connection with each disbursement request. Normally, Great Southern's commercial real estate and other residential construction loans are made either as the initial stage of a combination loan (i.e., with a commitment from the Bank to provide permanent financing upon completion of the project) or with a commitment from a third party to provide permanent financing.
The Bank's commercial real estate and construction loan portfolio consists of loans with diverse collateral types. The following table sets forth loans that are secured by certain types of collateral at December 31, 2003. These collateral types represent the four highest percentage concentrations of commercial real estate and construction loan types to the total loan portfolio.
|
Collateral Type
|
Loan Balance
|
Percentage of
Total Loan Portfolio |
Non-Performing
Loans at December 31, 2003 |
| (Dollars in thousands) | |||
| Motels/Hotels | $112,762 | 9.2% | $ 851 |
| Health Care Facilities | $ 90,667 | 7.4% | $ --- |
| Subdivisions | $ 55,392 | 4.5% | $ 178 |
| Recreational Facilities | $ 41,082 | 3.4% | $ --- |
The Bank's commercial real estate and construction loans generally involve larger principal balances
than do its residential loans. In general, state banking laws restrict loans to a single borrower and related
entities to no more than 25% of a bank's unimpaired capital and unimpaired surplus, plus an additional 10%
if the loan is collateralized by certain readily marketable collateral. (Real estate is not included in the
definition of "readily marketable collateral.") As computed on the basis of the Bank's unimpaired capital and
surplus at December 31, 2003, this limit was approximately $38.5 million. See "Government Supervision
and Regulation." At December 31, 2003, the Bank was in compliance with the loans-to-one borrower limit.
At December 31, 2003, the Bank's largest relationship totaled $23.4 million. All loans included in this
relationship were current at December 31, 2003.
Commercial real estate and construction lending generally affords the Bank an opportunity to receive
interest at rates higher than those obtainable from residential lending and to receive higher origination and
other loan fees. In addition, commercial real estate and construction loans are generally made with adjustable
rates of interest or, if made on a fixed-rate basis, for relatively short terms. Nevertheless, commercial real
estate lending entails significant additional risks as compared with residential mortgage lending. Commercial
real estate loans typically involve large loan balances to single borrowers or groups of related borrowers.
In addition, the payment experience on loans secured by commercial properties is typically dependent on the
successful operation of the related real estate project and thus may be subject, to a greater extent, to adverse
conditions in the real estate market or in the economy generally.
Construction loans also involve additional risks attributable to the fact that loan funds are advanced
upon the security of the project under construction, which is of uncertain value prior to the completion of
construction. Moreover, because of the uncertainties inherent in estimating construction costs, delays arising
from labor problems, material shortages, and other unpredictable contingencies, it is relatively difficult to
evaluate accurately the total loan funds required to complete a project, and the related loan-to-value ratios.
See also the discussion under the headings "- Classified Assets" and "- Loan Delinquencies and Defaults"
below.
Other Commercial Lending
At December 31, 2003 and 2002, respectively, Great Southern had $92.0 million and $91.1 million
in other commercial loans outstanding, or 7.5% and 8.4%, respectively, of the Bank's total loan portfolio.
Great Southern's other commercial lending activities encompass loans with a variety of purposes and
security, including loans to finance accounts receivable, inventory and equipment.
Great Southern expects to continue to originate loans in this category, subject to market conditions and applicable
regulatory restrictions. See "Government Supervision and Regulation" below.
Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability
to make repayment from his or her employment and other income and which are secured by real property
whose value tends to be more easily ascertainable, other commercial loans are of higher risk and typically
are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's
business. Commercial loans are generally secured by business assets, such as accounts receivable, equipment
and inventory. As a result, the availability of funds for the repayment of other commercial loans may be
substantially dependent on the success of the business itself. Further, the collateral securing the loans may
depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the
business.
The Bank's management recognizes the generally increased risks associated with other commercial
lending. Great Southern's commercial lending policy emphasizes complete credit file documentation and
analysis of the borrower's character, capacity to repay the loan, the adequacy of the borrower's capital and
collateral as well as an evaluation of the industry conditions affecting the borrower. Review of the
borrower's past, present and future cash flows is also an important aspect of Great Southern's credit analysis.
In addition, the Bank generally obtains personal guarantees from the borrowers on these types of loans. The
majority of Great Southern's commercial loans have been to borrowers in southwestern and central Missouri.
Great Southern intends to continue its commercial lending in this geographic area.
As part of its commercial lending activities, Great Southern issues letters of credit and receives fees averaging approximately 1% of the amount of the letter of credit per year. At December 31, 2003, Great Southern had 81 letters of credit outstanding in the aggregate amount of $16.0 million. Approximately 80% of the aggregate amount of these letters of credit were secured, including one $6.6 million letter of credit, secured by real estate, which was issued to enhance the issuance of housing revenue refunding bonds.
Consumer Lending
Great Southern management views consumer lending as an important component of its business strategy. Specifically, consumer loans generally have short terms to maturity, thus reducing Great Southern's exposure to changes in interest rates, and carry higher rates of interest than do residential mortgage loans. In addition, Great Southern believes that the offering of consumer loan products helps to expand and create stronger ties to its existing customer base.
Great Southern offers a variety of secured consumer loans, including automobile loans, home equity loans and loans secured by savings deposits. In addition, Great Southern also offers home improvement loans, guaranteed student loans and unsecured consumer loans. Consumer loans totaled $123.4 million and $112.4 million at December 31, 2003 and 2002, respectively, or 10.1% and 10.5%, respectively, of the Bank's total loan portfolio.
The underwriting standards employed by the Bank for consumer loans include a determination of the applicant's payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount.
Beginning in 1998, the Bank implemented indirect lending relationships, primarily with automobile dealerships. Through these dealer relationships, the dealer completes the application with the consumer and then submits it to the Bank for credit approval. At December 31, 2003, the Bank had $64.9 million of indirect auto, boat and recreational vehicle loans in its portfolio. While the Bank's initial concentrated effort has been on automobiles, the program is available for use with most tangible products where financing of the product is provided through the seller.
Student loans are underwritten in compliance with the regulations of the U.S. Department of Education for the Federal Family Education Loan Programs ("FFELP"). The FFELP loans are administered and guaranteed by the Missouri Coordinating Board for Higher Education as long as the Bank complies with the regulations. The Bank has contracted with the Missouri Higher Education Loan Authority (the "MOHELA") to originate and service these loans and to purchase these loans during the grace period immediately prior to the loans beginning their repayment period. This repayment period is generally at the time the student graduates or does not maintain the required hours of enrollment.
Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower's continuing financial strength, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state consumer bankruptcy and insolvency laws, may limit the amount which can be recovered on these loans. These loans may also give rise to claims and defenses by a consumer loan borrower against an assignee of these loans such as the Bank, and a borrower may be able to assert against the assignee claims and defenses which it has against the seller of the underlying collateral.
Originations, Purchases, Sales and Servicing of Loans
The Bank originates loans through internal loan production personnel located in the Bank's main and branch offices. Walk-in customers and referrals from real estate brokers and builders are also important sources of loan originations.
Management does not expect the high level of originations experienced during the past five years to continue. However, as long as the lower interest rate environment continues, there is a higher level of financing and refinancing expected than would exist in a higher rate environment.
Great Southern may also purchase whole real estate loans and participation interests in real estate loans from private investors, such as other banks, thrift institutions and life insurance companies. This may limit Great Southern's ability to control its credit risk when it purchases participations in these loans. For instance, the terms of participation agreements vary; however, generally Great Southern may not have direct access to the borrower, and the institution administering the loan may have some discretion in the administration of performing loans and the collection of non-performing loans.
A number of banks, both locally and regionally, do not have the capital to handle large commercial credits or are seeking diversification of risk in their portfolios. In order to take advantage of this situation, beginning in 1998, Great Southern increased the number and amount of participations purchased in commercial real estate and commercial business loans. Great Southern subjects these loans to its normal underwriting standards used for originated loans and rejects any credits that do not meet those guidelines. The originating bank retains the servicing of these loans. The Bank purchased $65.2 million of these loans in the fiscal year ended December 31, 2003 and $21.2 million in the fiscal year ended December 31, 2002. Of the total $88.0 million of purchased participation loans outstanding at December 31, 2003, $25.8 million was purchased from one institution, secured by properties located in Missouri, Colorado, Nebraska and Texas. None of these loans were non-performing at December 31, 2003.
There have been no whole loan purchases by the Bank in the last five years. At December 31, 2003 and 2002, approximately $616,000, or .1% and $1.7 million, or .2%, respectively, of the Bank's total loan portfolio consisted of purchased whole loans.
Great Southern also sells whole real estate loans and participation interests in real estate loans to Freddie Mac as well as private investors, such as other banks, thrift institutions, mortgage companies and life insurance companies. These loans and loan participations are generally sold without recourse and for cash in amounts equal to the unpaid principal amount of the loans or loan participations determined using present value yields to the buyer. The sale amounts generally produce gains to the Bank and allow a margin for servicing income on loans when the servicing is retained by the Bank. However, loan participations sold in recent years have primarily been with Great Southern releasing control of the servicing of the loan.
The Bank sold one- to four-family whole real estate loans and loan participations in aggregate amounts of $144.8 million, $105.1 million and $103.4 million during fiscal 2003, 2002 and 2001, respectively. Sales of whole real estate loans and participations in real estate loans can be beneficial to the Bank since these sales generally generate income at the time of sale, produce future servicing income on loans where servicing is retained, provide funds for additional lending and other investments, and increase liquidity.
Great Southern also sells guaranteed student loans to the MOHELA at the time the borrower is scheduled to begin making repayments on the loans. These loans are generally sold with limited recourse and for cash in amounts equal to the unpaid principal amount of the loans and a premium based on average borrower indebtedness. The premium is based on a sliding scale with a higher premium paid for a larger average borrower indebtedness and a lower premium paid for a smaller average borrower indebtedness.
The Bank sold guaranteed student loans in aggregate amounts of $9.1 million, $10.8 million and $11.7 million during fiscal 2003, 2002 and 2001, respectively. Sales of guaranteed student loans generally can be beneficial to the Bank since these sales remove the burdensome servicing requirements of these types of loans once the borrower begins repayment.
Gains, losses and transfer fees on sales of loans and loan participations are recognized at the time of the sale. When real estate loans and loan participations sold have an average contractual interest rate that differs from the agreed upon yield to the purchaser (less the agreed upon servicing fee), resulting gains or losses are recognized in an amount equal to the present value of the differential over the estimated remaining life of the loans. Any resulting discount or premium is accreted or amortized over the same estimated life using a method approximating the level yield interest method. When real estate loans and loan participations are sold with servicing released, as the Bank primarily does, an additional fee is received for the servicing rights. Net gains and transfer fees on sales of loans for fiscal 2003, 2002 and 2001 were $2.2 million, $1.6 million and $1.8 million, respectively. Of these amounts, $157,000, $186,000 and $179,000, respectively, were gains from the sale of guaranteed student loans and $2.0 million, $1.4 million and $1.6 million, respectively, were gains from the sale of fixed-rate residential loans.
Although most loans currently sold by the Bank are sold with servicing released, the Bank had the servicing rights for approximately $39.3 million and $36.8 million at December 31, 2003 and 2002, respectively, of loans owned by others. The servicing of these loans generated net servicing fees to the Bank for the years ended December 31, 2003 and 2002, of $192,000 and $57,000, respectively.
In addition to interest earned on loans and loan origination fees, the Bank receives fees for loan commitments, letters of credit, prepayments, modifications, late payments, transfers of loans due to changes of property ownership and other miscellaneous services. The fees vary from time to time, generally depending on the supply of funds and other competitive conditions in the market. Fees from prepayments, commitments, letters of credit and late payments totaled $923,000, $855,000 and $784,000 for the years ended December 31, 2003, 2002 and 2001, respectively. Loan origination fees, net of related costs, are accounted for in accordance with Statement of Financial Accounting Standards No. 91 "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases." Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized in interest income using the level-yield method over the contractual life of the loan. For further discussion of this matter see Note 1 of the Notes to Consolidated Financial Statements.
Loan Delinquencies and Defaults
When a borrower fails to make a required payment on a loan, the Bank attempts to cause the delinquency to be cured by contacting the borrower. In the case of loans secured by residential real estate, a late notice is sent 15 days after the due date. If the delinquency is not cured by the 30th day, a delinquent notice is sent to the borrower. Additional written contacts are made with the borrower 45 and 60 days after the due date. If the delinquency continues for a period of 65 days, the Bank usually institutes appropriate action to foreclose on the collateral. The actual time it takes to foreclose on the collateral varies depending on the particular circumstances and the applicable governing law. If foreclosed, the property is sold at public auction and may be purchased by the Bank. Delinquent consumer loans are handled in a generally similar manner, except that initial contacts are made when the payment is five days past due and appropriate action may be taken to collect any loan payment that is delinquent for more than 15 days. The Bank's procedures for repossession and sale of consumer collateral are subject to various requirements under the applicable consumer protection laws as well as other applicable laws and the determination by the Bank that it would be beneficial from a cost basis.
Delinquent commercial business loans and loans secured by commercial real estate are initially handled by the loan officer in charge of the loan, who is responsible for contacting the borrower. The President and Senior Lending Officer also work with the commercial loan officers to see that necessary steps are taken to collect delinquent loans. In addition, the Bank has a Problem Loan Committee which meets at least monthly and reviews all classified assets, as well as other loans which management feels may present possible collection problems. If an acceptable workout of a delinquent commercial loan cannot be agreed upon, the Bank may initiate foreclosure proceedings on any collateral securing the loan. However, in all cases, whether a commercial or other loan, the prevailing circumstances may be such that management may determine it is in the best interest of the Bank not to foreclose on the collateral.
The following table sets forth our loans delinquent 30 - 89 days by type, number, amount and percentage of type at December 31, 2003.
|
Loans Delinquent for 30-89 Days
|
|||
|
Number
|
Amount
|
Percent of
Total Delinquent Loans |
|
| (Dollars in thousands) | |||
| Real Estate: | |||
| One- to four-family | 82 | $ 5,406 | 28% |
| Other residential | 2 | 486 | 3 |
| Commercial | 10 | 4,990 | 26 |
| Construction or development | 22 | 4,775 | 25 |
| Consumer and overdrafts | 911 | 3,137 | 16 |
| Other commercial |
9
|
378
|
2
|
| Total |
1,036
|
$19,172
|
100%
|
Classified Assets
Federal regulations provide for the classification of loans and other assets such as debt and equity
securities considered to be of lesser quality as "substandard," "doubtful" or "loss" assets. The regulations
require insured institutions to classify their own assets and to establish prudent general allowances for losses
from assets classified "substandard" or "doubtful." For the portion of assets classified as "loss," an institution
is required to either establish specific allowances of 100% of the amount classified or charge such amount
off its books. Assets that do not currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess a potential weakness, are required to be
designated "special mention" by management. In addition, a bank's regulators may require the establishment
of a general allowance for losses based on assets classified as "substandard" and "doubtful" or based on the
general quality of the asset portfolio of the bank. Following are the total classified assets per the Bank's
internal asset classification list. There were no significant off- balance sheet items classified at December 31,
2003.
Asset Category
Substandard
Doubtful
Loss
Total
Classified
Allowance
for Losses
(Dollars in thousands)
Investment securities
$ 1,500
$---
$ ---
$ 1,500
$ ---
Loans
14,251
---
84
14,335
20,844
Foreclosed assets
9,034
---
---
9,034
---
Total
$24,785
$---
$ 84
$24,869
$20,844
Non-Performing Assets
The table below sets forth the amounts and categories of gross non-performing assets (classified
loans which are not performing under regulatory guidelines and all foreclosed assets, including assets
acquired in settlement of loans) in the Bank's loan portfolio as of the dates indicated. Loans generally are
placed on non-accrual status when the loan becomes 90 days delinquent or when the collection of principal,
interest, or both, otherwise becomes doubtful. For all years presented, the Bank has not had any troubled
debt restructurings, which involve forgiving a portion of interest or principal on any loans or making loans
at a rate materially less than that of market rates.
Gross impaired loans totaled $7.4 million at December 31, 2003 and $14.5 million at December 31, 2002.
For the year ended December 31, 2003, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $441,000. The amount that was included in interest income on these loans was $304,000 for the year ended December 31, 2003.
The level of non-performing assets is primarily attributable to the Bank's commercial real estate, commercial construction, commercial business and one- to four-family residential lending activities. Commercial activities generally involve significantly greater credit risks than single-family residential lending. The level of non-performing assets increased at a rate greater than that of the Bank's commercial lending portfolio in the years ended December 31, 2002 and 2000, and at a rate less than that of the Bank's commercial lending portfolio in the years ended December 31, 2003, 2001 and 1999. For a discussion of significant non-performing assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Allowances for Losses on Loans and Foreclosed Assets
Management periodically reviews Great Southern's allowance for loan losses, considering numerous factors, including, but not necessarily limited to, general economic conditions, loan portfolio composition, prior loss experience, and independent appraisals. Further allowances are established when management determines that the value of the collateral is less than the amount of the unpaid principal of the related loan plus estimated costs of the acquisition and sale or when management determines a borrower of an unsecured loan will be unable to make full repayment. Allowances for estimated losses on foreclosed assets (real estate and other assets acquired through foreclosure) are charged to expense, when in the opinion of management, any significant and permanent decline in the market value of the underlying asset reduces the market value to less than the carrying value of the asset.
The Bank has maintained a strong lending presence in the Branson area during recent years, primarily due to the substantial growth in the area. While management believes the loans it has funded have been originated pursuant to sound underwriting standards, and individually have no unusual credit risk, the relatively short period of time in which the Branson area has grown, the reduction in values of real estate and the lower than expected increase in tourists visiting the area during recent years, causes some concern as to the credit risk associated with the Branson area as a whole. Due to this concern and the overall growth of the loan portfolio, and due more specifically to the growth of the commercial business, consumer and commercial real estate loan portfolios, and the related inherent risks, management provided increased levels of loan loss allowances over the past few years.
The allowances for losses on loans and foreclosed assets are maintained at an amount management considers adequate to provide for potential losses. Although management believes that it uses the best information available to make such determinations, future adjustments to the allowance for losses on loans and foreclosed assets may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations.
At December 31, 2003 and 2002, Great Southern had an allowance for losses on loans of $20.8 million and $21.3 million, respectively, of which $2.7 million and $5.4 million, respectively, had been allocated as an allowance for specific loans, including $1.1 million and $1.9 million, respectively, allocated for impaired loans. The allowance is discussed further in Note 3 of the Notes to Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
The allocation of the allowance for losses on loans at the dates indicated is summarized as follows. The table is based on information prepared in accordance with generally accepted accounting principles.
|
December 31,
|
||||||||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
||||||
|
Amount
|
% of
Loans to Total Loans |
Amount
|
% of
Loans to Total Loans |
Amount
|
% of
Loans to Total Loans |
Amount
|
% of
Loans to Total Loans |
Amount
|
% of
Loans to Total Loans |
|
| (Dollars in thousands) | ||||||||||
|
One- to four-family residential and
construction |
$ 1,475 | 13.5% | $ 1,449 | 22.4% | $ 1,388 | 23.2% | $ 1,164 | 28.5% | $ 798 | 30.1% |
| Other residential and construction | 151 | .5 | 45 | 10.6 | 182 | 11.4 | 444 | 11.0 | 375 | 10.3 |
|
Commercial real estate and construction
and other commercial |
17,262 | 78.6 | 16,332 | 56.5 | 15,480 | 55.7 | 12,647 | 50.9 | 12,003 | 50.5 |
| Consumer and overdrafts | 1,781 | 7.4 | 2,506 | 10.5 | 2,335 | 9.7 | 2,236 | 9.6 | 1,567 | 9.1 |
| Other |
175
|
---
|
956
|
---
|
1,943
|
---
|
2,203
|
---
|
2,550
|
---
|
| Total |
$20,844
|
100.0%
|
$21,288
|
100.0%
|
$21,328
|
100.0%
|
$18,694
|
100.0%
|
$17,293
|
100.0%
|
The following table sets forth an analysis of the Bank's allowance for losses on loans showing the details of the allowance by types of loans and the allowance balance by loan type. The table is based on information prepared in accordance with generally accepted accounting principles.
|
December 31,
|
|||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
|
| (Dollars in thousands) | |||||
| Balance at beginning of period |
$21,288
|
$21,328
|
$18,694
|
$17,293
|
$16,928
|
| Charge-offs: | |||||
| One- to four-family residential | 369 | 211 | 338 | 254 | 114 |
| Other residential | --- | --- | --- | --- | --- |
| Commercial real estate | 1,016 | 572 | 961 | 260 | 131 |
| Construction | 1,016 | 3,426 | 171 | 218 | 375 |
| Consumer, overdrafts and other loans | 3,646 | 2,770 | 2,473 | 2,116 | 1,870 |
| Other commercial |
1,497
|
735
|
958
|
303
|
316
|
| Total charge-offs |
7,544
|
7,714
|
4,901
|
3,151
|
2,806
|
| Recoveries: | |||||
| One- to four-family residential | 22 | 19 | 30 | 66 | 33 |
| Other residential | --- | --- | --- | --- | --- |
| Commercial real estate and construction | 70 | 92 | 692 | 166 | 64 |
| Consumer, overdrafts and other loans | 2,089 | 1,561 | 1,270 | 1,019 | 793 |
| Other commercial |
119
|
202
|
343
|
195
|
219
|
| Total recoveries |
2,300
|
1,874
|
2,335
|
1,446
|
1,109
|
| Net charge-offs | 5,244 | 5,840 | 2,566 | 1,705 | 1,697 |
| Provision for losses on loans |
4,800
|
5,800
|
5,200
|
3,106
|
2,062
|
| Balance at end of period |
$20,844
|
$21,288
|
$21,328
|
$18,694
|
$17,293
|
| Ratio of net charge-offs to average loans outstanding |
0.50%
|
0.58%
|
0.27%
|
0.20%
|
0.23%
|
Investment Activities
Excluding those issued by the United States Government, or its agencies, there were no investment securities in excess of 10% of the Bank's retained earnings at December 31, 2003 and 2002, respectively.
As of December 31, 2003 and 2002, the Bank held approximately $53.9 million and $52.6 million, respectively, in principal amount of investment securities which the Bank intends to hold until maturity. As of such dates, these securities had market values of approximately $56.6 million and $55.9 million, respectively. In addition, as of December 31, 2003 and 2002, the Company held approximately $259.6 million and $236.2 million, respectively, in principal amount of investment securities which the Company classified as available-for-sale. See Notes 1 and 2 of the Notes to Consolidated Financial Statements.
The amortized cost and approximate fair values of, and gross unrealized gains and losses on, investment securities at the dates indicated are summarized as follows. The table is based on information prepared in accordance with generally accepted accounting principles.
|
December 31, 2003
|
||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Approximate
Fair Value |
|
| (Dollars in thousands) | ||||
| AVAILABLE-FOR-SALE SECURITIES: | ||||
| U.S. government agencies | $ 53,084 | $ --- | $1,160 | $ 51,924 |
| Collateralized mortgage obligations | 8,821 | 124 | --- | 8,945 |
| Mortgage-backed securities | 170,596 | 1,547 | 640 | 171,503 |
| Corporate bonds | 8,408 | 831 | 11 | 9,228 |
| States and political subdivisions | 7,437 | 23 | 76 | 7,384 |
| Equity securities |
11,354
|
38
|
776
|
10,616
|
| Total available-for-sale securities |
$259,700
|
$2,563
|
$2,663
|
$259,600
|
| HELD-TO-MATURITY SECURITIES: | ||||
|
States and political subdivisions and industrial
revenue bonds |
$53,944 |
$2,614 |
$ --- |
$ 56,558 |
| Total held-to-maturity securities |
$53,944
|
$2,614
|
$ ---
|
$ 56,558
|
|
December 31, 2002
|
||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Approximate
Fair Value |
|
| (Dollars in thousands) | ||||
| AVAILABLE-FOR-SALE SECURITIES: | ||||
| U.S. government agencies | $ 11,000 | $ --- | $ 2 | $ 10,998 |
| Collateralized mortgage obligations | 5,082 | --- | 11 | 5,071 |
| Mortgage-backed securities | 195,904 | 3,093 | 33 | 198,964 |
| Corporate bonds | 9,156 | 910 | 12 | 10,054 |
| Equity securities |
11,267
|
181
|
266
|
11,182
|
| Total available-for-sale securities |
$232,409
|
$4,184
|
$ 324
|
$236,269
|
| HELD-TO-MATURITY SECURITIES: | ||||
|
States and political subdivisions and industrial
revenue bonds |
$ 52,587 |
$3,313 |
$ --- |
$ 55,900 |
| Total held-to-maturity securities |
$ 52,587
|
$3,313
|
$ ---
|
$ 55,900
|
|
December 31, 2001
|
||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Approximate
Fair Value |
|
| (Dollars in thousands) | ||||
| AVAILABLE-FOR-SALE SECURITIES: | ||||
| U.S. government agencies | $ 84,719 | $ 669 | $ --- | $ 85,388 |
| Collateralized mortgage obligations | 5,188 | --- | 71 | 5,117 |
| Mortgage-backed securities | 120,544 | 28 | 1,147 | 119,425 |
| Corporate bonds | 8,311 | 417 | --- | 8,728 |
| Equity securities |
13,967
|
1,214
|
34
|
15,147
|
| Total available-for-sale securities |
$232,729
|
$2,328
|
$1,252
|
$233,805
|
| HELD-TO-MATURITY SECURITIES: | ||||
|
States and political subdivisions and industrial
revenue bonds |
$ 37,465 |
$3,280 |
$ 45 |
$ 40,700 |
| Total held-to-maturity securities |
$ 37,465
|
$3,280
|
$ 45
|
$ 40,700
|
The following table presents the contractual maturities and weighted average tax-equivalent yields of available-for-sale securities at December 31, 2003. The table is based on information prepared in accordance with generally accepted accounting principles.
|
Cost
|
Amortized
Yield |
Approximate
Fair Value |
|
|
(Dollars in thousands)
|
|||
| After one through five years | $ 246 | 9.01% | $ 265 |
| After ten years | 68,683 | 5.29% | 68,272 |
| Securities not due on a single maturity date | 179,417 | 4.08% | 180,447 |
| Equity securities |
11,354
|
3.75% |
10,616
|
| Total |
$259,700
|
$259,600
|
|
|
After One
Through Five Years |
After Five
Through Ten Years |
After Ten
Years |
Securities
Not Due on a Single Maturity Date |
Total
|
|
|
(Dollars in thousands)
|
|||||
| U.S. government agencies | $ --- | $ --- | $53,084 | $ --- | $ 53,084 |
| Collateralized mortgage obligations | --- | --- | --- | 8,821 | 8,821 |
| Mortgage-backed securities | --- | --- | --- | 170,596 | 170,596 |
| States and political subdivisions | --- | --- | 7,437 | --- | 7,437 |
| Corporate bonds | 246 | -- | 8,162 | --- | 8,408 |
| Equity securities |
4
|
---
|
11,350
|
---
|
11,354
|
| Total |
$ 250
|
$ ---
|
$80,033
|
$179,417
|
$259,700
|
The following table presents the contractual maturities and weighted average tax-equivalent yields of held-to-maturity securities at December 31, 2003. The table is based on information prepared in accordance with generally accepted accounting principles.
|
Cost
|
Amortized
Yield |
Approximate
Fair Value |
|
|
(Dollars in thousands)
|
|||
|
States and political subdivisions and
industrial revenue bonds: |
|||
| After one through five years | $ 223 | 8.98% | $ 224 |
| After five through ten years | 8,881 | 11.16% | 9,485 |
| After ten years |
44,840
|
7.69% |
46,849
|
| Total |
$53,944
|
$56,558
|
|
The following table shows our investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2003:
|
Less than 12 Months
|
12 Months or More
|
Total
|
||||
|
Description of Securities
|
Fair Value
|
Unrealized
Losses |
Fair Value
|
Unrealized
Losses |
Fair Value
|
Unrealized
Losses |
| U.S. government agencies | $ 51,924 | $1,160 | $ --- | $ --- | $ 51,924 | $1,160 |
| Mortgage-backed securities | 70,294 | 631 | 955 | 9 | 71,249 | 640 |
|
State and political
subdivisions |
3,192 | 76 | --- | --- | 3,192 | 76 |
| Equity securities | 7,385 | 115 | 2,814 | 661 | 10,199 | 776 |
| Corporate bonds and ABS |
---
|
---
|
501
|
11
|
501
|
11
|
|
$132,795
|
$1,982
|
$4,270
|
$681
|
$137,065
|
$2,663
|
|
Sources of Funds
General
. Deposit accounts have traditionally been the principal source of the Bank's funds for use
in lending and for other general business purposes. In addition to deposits, the Bank obtains funds through
advances from the Federal Home Loan Bank of Des Moines, Iowa ("FHLBank") and other borrowings, loan
repayments, loan sales, and cash flows generated from operations. Scheduled loan payments are a relatively
stable source of funds, while deposit inflows and outflows and the related costs of such funds have varied
widely. Borrowings such as FHLBank advances may be used on a short-term basis to compensate for
seasonal reductions in deposits or deposit inflows at less than projected levels and may be used on a
longer-term basis to support expanded lending activities. The availability of funds from loan sales is
influenced by general interest rates as well as the volume of originations.
Deposits
. The Bank attracts both short-term and long-term deposits from the general public by
offering a wide variety of accounts and rates. In recent years, the Bank has been required by market
conditions to rely increasingly on short-term accounts and other deposit alternatives that are more responsive
to market interest rates. The Bank offers regular savings accounts, checking accounts, various money market
accounts, fixed-interest rate certificates with varying maturities, certificates of deposit in minimum amounts
of $100,000 ("Jumbo" accounts), brokered certificates, individual retirement accounts and certificates of deposit obtained directly from depositors through rates posted on an internet website.
The following table sets forth the dollar amount of deposits, by interest rate range, in the various types of deposit programs offered by the Bank at the dates indicated. Interest rates on time deposits reflect the rate paid to the certificate holder and do not reflect the effects of the Company's interest rate swaps. The table is based on information prepared in accordance with generally accepted accounting principles.
|
December 31,
|
||||||
|
2003
|
2002
|
2001
|
||||
|
Amount
|
Percent of
Total |
Amount
|
Percent of
Total |
Amount
|
Percent of
Total |
|
|
(Dollars in thousands)
|
||||||
| Time deposits: | ||||||
| 0.00% - 1.99% | $ 173,617 | 15.29% | $ 38,962 | 3.85% | $ 7,538 | .85% |
| 2.00% - 2.99% | 122,575 | 10.79 | 208,708 | 20.64 | 59,443 | 6.73 |
| 3.00% - 3.99% | 131,248 | 11.56 | 168,186 | 16.63 | 94,097 | 10.65 |
| 4.00% - 4.99% | 96,489 | 8.50 | 62,045 | 6.14 | 145,515 | 16.47 |
| 5.00% - 5.99% | 60,259 | 5.30 | 91,892 | 9.08 | 118,769 | 13.44 |
| 6.00% - 6.99% | 80,618 | 7.10 | 119,145 | 11.78 | 212,617 | 24.06 |
| 7.00% and above |
6,224
|
0.55
|
10,298
|
1.02
|
24,527
|
2.77
|
| Total Time deposits | 671,030 | 59.09 | 699,236 | 69.14 | 662,506 | 74.97 |
| Non-interest-bearing demand deposits | 120,790 | 10.64 | 94,508 | 9.35 | 62,131 | 7.03 |
|
Savings deposits
(1.53%-1.23%-1.37%) |
1,140 | 0.10 | 876 | .08 | 980 | .11 |
|
Interest-bearing demand deposits
(.92%-1.08%-1.02%) |
342,687
|
30.17
|
216,699
|
21.43
|
158,067
|
17.89
|
| 1,135,647 |
100.00%
|
1,011,319 |
100.00%
|
883,684 |
100.00%
|
|
| Interest rate swap fair value adjustment |
1,780
|
10,638
|
3,186
|
|||
| Total Deposits |
$1,137,427
|
$1,021,957
|
$886,870
|
|||
A table showing maturity information for the Bank's time deposits as of December 31, 2003, is presented in Note 6 of the Notes to Consolidated Financial Statements.
The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and has allowed it to respond with flexibility to changes in consumer demand. The Bank has become more susceptible to short-term fluctuations in deposit flows, as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Based on its experience, management believes that its passbook and certificate accounts are relatively stable sources of deposits, while its checking accounts have proven to be more volatile. However, the ability of the Bank to attract and maintain deposits, and the rates paid on these deposits, has been and will continue to be significantly affected by money market conditions.
The following table sets forth the time remaining until maturity of the Bank's time deposits as of December 31, 2003. The table is based on information prepared in accordance with generally accepted accounting principles.
|
Maturity
|
|||||
|
3
Months or Less |
Over 3
Months to 6 Months |
Over
6 to 12 Months |
Over
12 Months |
Total
|
|
| (Dollars in thousands) | |||||
| Time deposits: | |||||
| Less than $100,000 | $ 72,683 | $52,037 | $63,122 | $ 56,754 | $244,596 |
| $100,000 or more | 22,489 | 16,657 | 21,379 | 18,540 | 79,065 |
| Brokered | 16,085 | 8,576 | 8,185 | 296,507 | 329,353 |
| Public funds (1) |
6,656
|
9,608
|
1,297
|
455
|
18,016
|
| Total |
$117,913
|
$86,878
|
$93,983
|
$372,256
|
$671,030
|
Brokered deposits . Brokered deposits are marketed through national brokerage firms to their customers in $1,000 increments. The Bank maintains only one account for the total deposit amount while the records of detailed owners are maintained by the Depository Trust Company under the name of CEDE & Co. The deposits are transferable just like a stock or bond investment and the customer can open the account with only a phone call, just like buying a stock or bond. This provides a large deposit for the Bank at a lower operating cost since the Bank only has one account to maintain versus several accounts with multiple interest and maturity checks. At December 31, 2003 and 2002, the Bank had approximately $329.4 million and $339.8 million in brokered deposits, respectively.
Unlike non-brokered deposits where the deposit amount can be withdrawn with a penalty for any reason, including increasing interest rates, a brokered deposit can only be withdrawn in the event of the death, or court declared mental incompetence, of the depositor. This allows the Bank to better manage the maturity of its deposits. Currently, the rates offered by the Bank for brokered deposits are comparable to that offered for retail certificates of deposit of similar size and maturity.
The Company uses interest rate swaps to manage its interest rate risks from recorded financial liabilities. During fiscal 2003 and 2002, the Company 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 caused by changes in market interest rates. In fiscal 2003 and 2002, the Company's interest rate swaps reduced interest expense on deposits by approximately $10.3 million and $10.4 million, respectively, due to continued low interest rates.
Borrowings . Great Southern's other sources of funds include advances from the FHLBank and a Qualified Loan Review ("QLR") arrangement with the FRB and other borrowings.
As a member of the FHLBank, the Bank is required to own capital stock in the FHLBank and is authorized to apply for advances from the FHLBank. Each FHLBank credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLBank may prescribe the acceptable uses for these advances, as well as other risks on availability, limitations on the size of the advances and repayment provisions. At December 31, 2003, the amount outstanding was $204.8 million.
The FRB has a QLR program where the Bank can borrow on a temporary basis using commercial loans pledged to the FRB. Under the QLR program, the Bank can borrow any amount up to a calculated collateral value of the commercial loans pledged, for virtually any reason that creates a temporary cash need. Examples of this could be: (1) the need to disburse one or several loans but the permanent source of funds will not be available for a few days; (2) a temporary spike in interest rates on other funding sources that are being used; or (3) the need to purchase a security for collateral pledging purposes a few days prior to the funds becoming available on an existing security that is maturing. The Bank had commercial loans pledged to the FRB at December 31, 2003 that would have allowed approximately $107.6 million to be borrowed under the above arrangement. At December 31, 2003, the amount outstanding was $0.
Previously, the Company had a line of credit available with a commercial bank. The amount available under the line of credit was $12,000,000 at December 31, 2002. There were no amounts outstanding under the line at December 31, 2002. Upon maturity of the note on November 1, 2003, the Company elected to not renew the line of credit.
Great Southern Capital Trust I ("GSBCP"), a Delaware business trust subsidiary of the Company, has issued 1,725,000 shares of unsecured 9.00% Cumulative Trust Preferred Securities at $10 per share in an underwritten public offering. The gross proceeds of the offering were used to purchase a 9.00% Subordinated Debenture from the Company. The Company's proceeds from the issuance of the Subordinated Debentures to GSBCP, net of underwriting fees and offering expenses, were $16.3 million. The Company records distributions payable on the trust preferred securities as interest expense for financial reporting purposes. The proceeds from the offering were used to reduce the Company's indebtedness under the previous note payable to bank to $0. The trust preferred securities mature in 2031 and are redeemable at the Company's option beginning in 2006. The trust preferred securities qualify as Tier I capital for regulatory purposes.
The Company entered into an interest rate swap agreement to effectively convert the trust preferred securities, which are fixed rate debt, into variable rates of interest. The variable rate is three-month LIBOR plus 202 basis points, adjusting quarterly. The initial rate was 6.25% and the rate at December 31, 2003 and 2002, was 3.20% and 3.87%, respectively.
The following table sets forth the maximum month-end balances, average daily balances and weighted average interest rates of FHLBank advances during the periods indicated. The table is based on information prepared in accordance with generally accepted accounting principles.
|
Year Ended December 31,
|
|||
|
2003
|
2002
|
2001
|
|
|
(Dollars in thousands)
|
|||
| FHLBank Advances: | |||
| Maximum balance | $231,125 | $270,544 | $265,321 |
| Average balance | 189,194 | 218,564 | 214,325 |
| Weighted average interest rate | 2.85% | 3.14% | 4.82% |
The following table sets forth certain information as to the Company's FHLBank advances at the
dates indicated. The table is based on information prepared in accordance with generally accepted
accounting principles.
December 31,
The following tables set forth the maximum month-end balances, average daily balances and
weighted average interest rates of other borrowings during the periods indicated. Other borrowings includes
primarily federal funds purchased, securities sold under reverse repurchase agreements, note payable to bank,
and trust preferred securities. The tables are based on information prepared in accordance with generally
accepted accounting principles.
2003
2002
2001
(Dollars in thousands)
FHLBank advances
$204,787
$206,226
$258,743
Weighted average interest
rate of FHLBank advances
2.55%
2.90%
3.03%
Year Ended December 31, 2003
Maximum
Balance
Average
Balance
Weighted
Average
Interest
Rate
(Dollars in thousands)
Other Borrowings:
Federal funds purchased
$14,400
$ 3,295
1.33%
Securities sold under reverse repurchase agreements
62,405
48,066
1.12
Trust preferred securities
17,250
17,250
3.44
Other
42
81
.72
Total
$68,692
1.71%
Total maximum month-end balance
$83,590
Year Ended December 31, 2002
Maximum
Balance
Average
Balance
Weighted
Average
Interest
Rate
(Dollars in thousands)
Other Borrowings:
Federal funds purchased
$41,000
$11,284
2.00%
Securities sold under reverse repurchase agreements
38,504
22,037
1.31
Trust preferred securities
17,250
17,250
4.16
Other
2
59
.64
Total
$50,630
2.43%
Total maximum month-end balance
$71,462
|
Year Ended December 31, 2001
|
|||
|
Maximum
Balance |
Average
Balance |
Weighted
Average Interest Rate |
|
|
(Dollars in thousands)
|
|||
| Other Borrowings: | |||
| Federal funds purchased | $113,100 | $45,550 | 3.37% |
| Securities sold under reverse repurchase agreements | 20,852 | 15,128 | 3.18 |
| Trust preferred securities | 17,250 | 11,966 | 5.68 |
| Other | 16,447 |
6,155
|
7.58 |
| Total |
$78,799
|
4.02% | |
| Total maximum month-end balance | $144,586 | ||
The following tables set forth year-end balances and weighted average interest rates of the Company's other borrowings at the dates indicated. The tables are based on information prepared in accordance with generally accepted accounting principles.
|
December 31, 2003
|
||
|
Balance
|
Weighted
Average Interest Rate |
|
|
(Dollars in thousands)
|
||
| Other borrowings: | ||
| Securities sold under reverse repurchase agreements | $53,534 | 0.96% |
| Trust preferred securities |
18,263
|
3.20 |
| Total |
$71,797
|
1.51% |
|
December 31, 2002
|
||
|
Balance
|
Weighted
Average Interest Rate |
|
|
(Dollars in thousands)
|
||
| Other borrowings: | ||
| Federal funds purchased | $ 4,800 | 1.50% |
| Securities sold under reverse repurchase agreements | 38,503 | 1.02 |
| Trust preferred securities | 18,964 | 3.88 |
| Other |
1
|
--- |
| Total |
$62,268
|
1.88% |
|
December 31, 2001
|
||
|
Balance
|
Weighted
Average Interest Rate |
|
|
(Dollars in thousands)
|
||
| Other borrowings: | ||
| Federal funds purchased | $37,900 | 1.98% |
| Securities sold under reverse repurchase agreements | 19,866 | .96 |
| Trust preferred securities | 17,160 | 4.62 |
| Other |
(3)
|
1.66 |
| Total |
$74,923
|
2.32% |
Subsidiaries
Great Southern
. As a Missouri-chartered trust company, Great Southern may invest up to 3%, which
is equal to $50.0 million, of its assets in service corporations. At December 31, 2003, the Bank's total
investment in Great Southern Real Estate Development Corporation ("Real Estate Development") was $2.4
million. Real Estate Development was incorporated and organized in 2003 under the laws of the state of
Missouri. At December 31, 2003, the Bank's total investment in Great Southern Financial Corporation
("GSFC") was $2.2 million. GSFC is incorporated under the laws of the State of Missouri, and does business
as Great Southern Insurance and Great Southern Travel. These subsidiaries are primarily engaged in the
activities described below.
Great Southern Real Estate Development Corporation.
Great Southern Real Estate Development
Corporation was organized in 2003. Generally, its purpose is to hold real estate assets which have been
obtained through foreclosure by the Bank and which require ongoing operation of a business or completion
of construction. In 2003, Real Estate Development operated one motel which was foreclosed and
subsequently sold. Real Estate Development had a net loss of $479,000 in the year ended December 31,
2003.
General Insurance Agency
. Great Southern Insurance, a division of GSFC, was organized in 1974.
It acts as a general property, casualty and life insurance agency for a number of clients, including the Bank.
Great Southern Insurance had net income of $195,000 and $120,000 in the years ended December 31, 2003
and 2002, respectively.
Travel Agency
. Great Southern Travel, a division of GSFC, was organized in 1976. At
December 31, 2003, it was the largest travel agency based in southwestern Missouri and was estimated to
be in the top 5% (based on gross revenue) of travel agencies nationwide. Great Southern Travel operates
from ten full-time locations, including a facility at the Springfield-Branson Regional Airport, and additional
part-time locations. It engages in personal, commercial and group travel services. Great Southern Travel
had net income of $209,000 and $133,000 in the years ended December 31, 2003 and 2002, respectively.
GSB One, L.L.C.
At December 31, 2003, the Bank's total investment in GSB One, L.L.C. ("GSB
One") and GSB Two, L.L.C. ("GSB Two") was $530 million. The capital contribution was made by
transferring participations in loans to GSB Two. GSB One is a Missouri limited liability company that was
incorporated in March of 1998. Currently the only activity of this company is the ownership of GSB Two.
GSB Two, L.L.C. This is a Missouri limited liability company that was incorporated in March of 1998. GSB Two is a real estate investment trust ("REIT"). It holds participations in real estate mortgages from the Bank. The Bank continues to service the loans in return for a management and servicing fee from GSB Two. GSB Two had net income of $24.2 million and $23.4 million in the years ended December 31, 2003 and 2002, respectively.
Competition
Great Southern faces strong competition both in originating real estate and other loans and in attracting deposits. Competition in originating real estate loans comes primarily from other commercial banks, savings institutions and mortgage bankers making loans secured by real estate located in the Bank's market area. Commercial banks and finance companies provide vigorous competition in commercial and consumer lending. The Bank competes for real estate and other loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the quality of services it provides to borrowers. The other lines of business of the Bank, including loan servicing and loan sales, as well as the Bank and Company subsidiaries, face significant competition in their markets.
The Bank faces substantial competition in attracting deposits from other commercial banks, savings institutions, money market and mutual funds, credit unions and other investment vehicles. The Bank attracts a significant amount of deposits through its branch offices primarily from the communities in which those branch offices are located; therefore, competition for those deposits is principally from other commercial banks and savings institutions located in the same communities. The Bank competes for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours, and convenient branch and ATM locations with inter-branch deposit and withdrawal privileges at each branch location.
Employees
At December 31, 2003, the Bank and its affiliates had a total of 627 employees, including 147 part-time employees. None of the Bank's employees are represented by any collective bargaining agreement. Management considers its employee relations to be good.
Government Supervision and Regulation
General
On June 30, 1998, the Bank converted from a federal savings bank to a Missouri-chartered trust company, with the approval of the Missouri Division of Finance ("MDF") and the FRB. The Bank is regulated as a bank under state and federal law. By converting, the Bank was able to expand its consumer and commercial lending authority.
Bancorp and its subsidiaries are subject to supervision and examination by applicable federal and state banking agencies. The earnings of the Bank's subsidiaries, and therefore the earnings of Bancorp, are affected by general economic conditions, management policies and the legislative and governmental actions of various regulatory authorities, including the FRB, the Federal Deposit Insurance Corporation ("FDIC") and the MDF. In addition, there are numerous governmental requirements and regulations that affect the activities of the Company and its subsidiaries. The following is a brief summary of certain aspects of the regulation of the Company and Great Southern and does not purport to fully discuss such regulation.
Bank Holding Company Regulation
The Company is a bank holding company that has elected to be treated as a financial holding company by the FRB. Financial holding companies are subject to comprehensive regulation by the FRB under the Bank Holding Company Act, and the regulations of the FRB. As a financial holding company, the Company is required to file reports with the FRB and such additional information as the FRB may require, and is subject to regular examinations by the FRB. The FRB also has extensive enforcement authority over financial holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.
Under FRB policy, a financial holding company must serve as a source of strength for its subsidiary banks. Under this policy the FRB may require, and has required in the past, that a holding company to contribute additional capital to an undercapitalized subsidiary bank.
Under the Bank Holding Company Act, a financial holding company must obtain FRB approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank or financial holding company; or (iii) merging or consolidating with another bank or financial holding company.
The Bank Holding Company Act also prohibits a financial holding company generally from engaging directly or indirectly in activities other than those involving banking, activities closely related to banking that are permitted for a bank holding company, securities, insurance or merchant banking.
Interstate Banking and Branching
Federal law allows the FRB to approve an application of a bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than such holding company's home state, without regard to whether the transaction is prohibited by the laws of any state. The FRB may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state. Federal law also prohibits the FRB from approving an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or if the applicant would control 30% or more of the deposits in any state in which the target bank maintains a branch and in which the applicant or any of its depository institution affiliates controls a depository institution or branch immediately prior to the acquisition of the target bank. Federal law does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Individual states may also waive the 30% state-wide concentration limit.
Additionally, the federal banking agencies are generally authorized to approve interstate bank merger transactions without regard to whether such transactions are prohibited by the law of any state. Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions. Interstate mergers and branch acquisitions are also subject to the nationwide and statewide insured deposit concentration amounts described above.
Federal law also authorizes the Office of the Comptroller of the Currency ("OCC") and the FDIC to approve interstate branching de novo by national and state banks, respectively, only in states which specifically allow for such branching. As required by federal law, the OCC, FDIC and FRB have prescribed regulations which prohibit any out-of-state bank from using the interstate branching authority primarily for the purpose of deposit production, including guidelines to ensure that interstate branches operated by an out-of-state bank in a host state reasonably help to meet the credit needs of the communities which they serve.
Certain Transactions with Affiliates and Other Persons
Transactions involving the Bank and its affiliates are subject to sections 23A and 23B of the Federal Reserve Act, and regulations thereunder, which impose certain quantitative limits and collateral requirements on such transactions, and require all such transactions to be on terms at least as favorable to the Bank as are available in transactions with non-affiliates.
All loans by Great Southern to its directors and executive officers are subject to FRB regulations restricting loans and other transactions with affiliated persons of Great Southern. Transactions involving such persons must be on terms and conditions comparable to those for similar transactions with non-affiliates. A bank may have a policy allowing favorable rate loans to employees as long as it is an employee benefit available to bank employees. The Bank has such a policy in place that allows for loans to all employees.
Dividends
The FRB has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the FRB's view that a bank holding company should pay cash dividends only to the extent that its net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the holding company's capital needs, asset quality and overall financial condition. The FRB also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, a bank holding company may be prohibited from paying any dividends if the holding company's bank subsidiary is not adequately capitalized.
Bank holding companies are required to give the FRB prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company's consolidated net worth. The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB order, or any condition imposed by, or written agreement with, the FRB. This notification requirement does not apply to any company that meets the well-capitalized standard for bank holding companies, is well-managed, and is not subject to any unresolved supervisory issues. Under Missouri law, the Bank may pay dividends from certain undivided profits and may not pay dividends if its capital is impaired.
The Federal banking agencies have adopted various capital-related regulations. Under those regulations, a bank will be well capitalized if it has: (i) a total risk- based capital ratio of 10% or greater; (ii) a Tier I risk-based ratio of 6% or greater; (iii) a leverage ratio of 5% or greater; and (iv) is not subject to a regulatory requirement to maintain any specific capital measure. A bank will be adequately capitalized if it is not "well capitalized" and: (i) has a total risk-based capital ratio of 8% or greater; (ii) has a Tier I risk-based ratio of 4% or greater; and (iii) has a leverage ratio of 4% or greater. As of December 31, 2003, the Bank was "well capitalized."
Federal banking agencies take into consideration concentrations of credit risk and risks from non-traditional activities, as well as an institution's ability to manage those risks, when determining the adequacy of an institution's capital. This evaluation will generally be made as part of the institution's regular safety and soundness examination. Under their regulations, the federal banking agencies consider interest rate risk (when the interest rate sensitivity of an institution's assets does not match the sensitivity of its liabilities or its off-balance-sheet position) in the evaluation of a bank's capital adequacy. The banking agencies have issued guidance on evaluating interest rate risk.
The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. As of December 31, 2003, the Company was "well capitalized."
Insurance of Accounts and Regulation by the FDIC
The FDIC maintains two separate deposit insurance funds: the Bank Insurance Fund (the "BIF") and the Savings Association Insurance Fund (the "SAIF"). Great Southern's depositors are insured by the SAIF up to $100,000 per insured account (as defined by law and regulation). This insurance is backed by the full faith and credit of the United States Government.
As insurer, the FDIC is authorized to conduct examinations of and to require reporting by SAIF-insured associations. It also may prohibit any FDIC- insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the SAIF. The FDIC also has the authority to take enforcement actions against banks and savings associations.
Great Southern pays annual assessments for SAIF insurance. Under current FDIC regulations, the annual SAIF assessment rate is based, in part, on the degree of risk to the deposit insurance fund that, in the opinion of the FDIC, is presented by a particular depository institution compared to other depository institutions. The FDIC uses a matrix having as variables the level of capitalization of a particular institution and the level of supervision that its operations require; and the rates determined in this fashion range from 0.00% of deposits for the least risky to 0.27% for the most risky. In establishing the SAIF assessment rate, the FDIC is required to consider the SAIF's expected operating expenses, case resolution expenditures and income and the effect of the assessment rate on SAIF members' earnings and capital. There is no cap on the amount the FDIC may increase the SAIF assessment rate. The Bank currently has a risk based assessment rate of 0.00%. In addition, the FDIC is authorized to raise the assessment rates in certain instances. Any increases in the assessments would negatively impact the earnings of Great Southern.
The FDIC collects assessments against BIF and SAIF assessable deposits to service the debt on bonds issued during the 1980's to resolve the thrift bailout. For the quarter ended December 31, 2003, the assessment rate for both BIF and SAIF insured institutions was 1.52 basis points per $100 of assessable deposits.
The Federal banking regulators are required to take prompt corrective action if an institution fails to satisfy the requirements to qualify as adequately capitalized. All institutions, regardless of their capital levels, will be restricted from making any capital distribution or paying any management fees that would cause the institution to fail to satisfy the requirements to qualify as adequately capitalized. An institution that is not at least adequately capitalized will be: (i) subject to increased monitoring by the appropriate Federal banking regulator; (ii) required to submit an acceptable capital restoration plan (including certain guarantees by any company controlling the institution) within 45 days; (iii) subject to asset growth limits; and (iv) required to obtain prior regulatory approval for acquisitions, branching and new lines of business. Additional restrictions, including appointment of a receiver or conservator, can apply, depending on the institution's capital level. The FDIC has jurisdiction over the Bank for purposes of prompt corrective action.
Federal Reserve System
The FRB requires all depository institutions to maintain reserves against their transaction accounts (primarily NOW and Super NOW checking accounts) and non-personal time deposits. At December 31, 2003, the Bank was in compliance with these reserve requirements.
Banks are authorized to borrow from the FRB "discount window," but FRB regulations only allow this borrowing for short periods of time and generally require banks to exhaust other reasonable alternative sources of funds where practical, including FHLBank advances, before borrowing from the FRB. See "Sources of Funds Borrowings" above.
Federal Home Loan Bank System
The Bank is a member of the FHLBank of Des Moines, which is one of 12 regional FHLBanks.
As a member, Great Southern is required to purchase and maintain stock in the FHLBank of Des Moines in an amount equal to the greater of 1% of its outstanding home loans or 5% of its outstanding FHLBank advances. At December 31, 2003, Great Southern had $11.8 million in FHLBank stock, which was in compliance with this requirement. In past years, the Bank has received substantial dividends on its FHLBank stock. Over the past five years, such dividends have averaged 4.75% and were 3.00% for year the ended December 31, 2003.
Legislative and Regulatory Proposals
Any changes in the extensive regulatory scheme to which the Company or the Bank is and will be subject, whether by any of the Federal banking agencies or Congress, could have a material effect on the Company or the Bank, and the Company and the Bank cannot predict what, if any, future actions may be taken by legislative or regulatory authorities or what impact such actions may have.
Federal and State Taxation
The following discussion contains a summary of certain federal and state income tax provisions applicable to the Company and the Bank. It is not a comprehensive description of the federal income tax laws that may affect the Company and the Bank. The following discussion is based upon current provisions of the Internal Revenue Code of 1986 (the "Code") and Treasury and judicial interpretations thereof.
General
The Company and its subsidiaries file a consolidated federal income tax return using the accrual method of accounting, with the exception of GSB Two which files a separate return as a REIT. All corporations joining in the consolidated federal income tax return are jointly and severally liable for taxes due and payable by the consolidated group. The following discussion primarily focuses upon the taxation of the Bank, since the federal income tax law contains certain special provisions with respect to banks.
Financial institutions, such as the Bank, are subject, with certain exceptions, to the provisions of the Code generally applicable to corporations.
Bad Debt Deduction
Legislation passed by Congress and signed by the President repealed the bad debt reserve method of accounting for bad debts by large thrifts for taxable years beginning after 1995 (year ended June 30, 1997 for the Bank). The legislation requires applicable excess reserves accumulated after 1987 (year ended June 30, 1988 for the Bank) be recaptured and restored to income over a six year period with the first year beginning after 1995 (year ended June 30, 1997 for the Bank), and eliminates recapture of the applicable excess reserves accumulated prior to 1988 for thrifts converting to bank charters. The post 1987 recapture may be delayed for a one- or two-year period if certain residential loan origination requirements are met. The Bank met the residential loan origination requirements and delayed the recapture for two years. The amount of post 1987 recapture for the Bank is estimated at $5.2 million which created tax of approximately $1.8 million, or $300,000 per year for each of the six years. The $1.8 million of tax has been accrued by the Bank in previous periods and would not be reflected in earnings when paid. The amount of the deferred tax liability was fully recaptured by December 31, 2003.
As of December 31, 2003 and 2002, retained earnings includes approximately $17,500,000 for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988. If the Bank were to liquidate, the entire amount would have to be recaptured and would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $6,475,000 at December 31, 2003 and 2002.
The Bank is required to follow the specific charge-off method which only allows a bad debt deduction equal to actual charge-offs, net of recoveries, experienced during the fiscal year of the deduction. In a year where recoveries exceed charge-offs, the Bank would be required to include the net recoveries in taxable income.
Interest Deduction
In the case of a financial institution, such as the Bank, no deduction is allowed for the pro rata portion of its interest expense which is allocable to tax-exempt interest on obligations acquired after August 7, 1986. A limited class of tax-exempt obligations acquired after August 7, 1986 will not be subject to this complete disallowance rule. For tax-exempt obligations acquired after December 31, 1982 and before August 8, 1986 and for obligations acquired after August 7, 1986 that are not subject to the complete disallowance rule, 80% of interest incurred to purchase or carry such obligations will be deductible. No portion of the interest expense allocable to tax-exempt obligations acquired by a financial institution before January 1, 1983, which is otherwise deductible, will be disallowed. The interest expense disallowance rules cited above have not significantly impacted the Bank.
Alternative Minimum Tax
Corporations generally are subject to a 20% corporate alternative minimum tax ("AMT"). A corporation must pay the AMT to the extent it exceeds that corporation's regular federal income tax liability The AMT is imposed on "alternative minimum taxable income," defined as taxable income with certain adjustments and tax preference items, less any available exemption. Such adjustments and items include, but are not limited to, (i) net interest received on certain tax-exempt bonds issued after August 7, 1986; and (ii) 75% of the difference between adjusted current earnings and alternative minimum taxable income, as otherwise determined with certain adjustments. Net operating loss carryovers may be utilized, subject to adjustment, to offset up to 90% of the alternative minimum taxable income, as otherwise determined. A portion of the AMT paid, if any, may be credited against future regular federal income tax liability.
Missouri Taxation
Missouri-based banks, such as the Bank, are subject to a franchise tax which is imposed on the larger of (i) the bank's taxable income at the rate of 7% of the taxable income (determined without regard for any net operating losses) - income-based calculation; or (ii) the bank's assets at a rate of .033% of total assets less deposits and the investment in greater than 50% owned subsidiaries - asset-based calculation. Missouri-based banks are entitled to a credit against the income-based franchise tax for all other state or local taxes on banks, except taxes on real estate, unemployment taxes, bank tax, and taxes on tangible personal property owned by the Bank and held for lease or rental to others.
The Company and all subsidiaries are subject to an income tax that is imposed on the corporation's taxable income at the rate of 6.25%. The return is filed on a consolidated basis by all members of the consolidated group including the Bank, but excluding GSB Two. As a REIT, GSB Two files a separate Missouri income tax return.
Delaware Taxation
As a Delaware corporation, the Company is required to file annual returns with and pay annual fees to the State of Delaware. The Company is also subject to an annual franchise tax imposed by the State of Delaware based on the number of issued shares of Company common stock.
Examinations
The Company and its consolidated subsidiaries have not been audited recently by the Internal Revenue Service or the State of Missouri with respect to income or franchise tax returns, and as such, tax years through December 31, 1999, have been closed without audit.
ITEM 2. PROPERTIES .
The following table sets forth certain information concerning the main corporate office and each branch office of the Company at December 31, 2003. The aggregate net book value of the Company's premises and equipment was $19.9 million at December 31, 2003 and $17.0 million at December 31, 2002. See also Note 5 and Note 13 of the Notes to Consolidated Financial Statements. Substantially all buildings owned are free of encumbrances or mortgages. In the opinion of management, the facilities are adequate and suitable for the needs of the Company.
|
Location
|
Year
Opened |
Owned or
Leased |
Lease Expiration
(Including any Renewal Option) |
|
| CORPORATE HEADQUARTERS AND BANK: | ||||
| 1451 E. Battlefield | Springfield, Missouri | 1976 | Owned | N/A |
| OPERATIONS CENTER AND BANK: | ||||
| 218 S. Glenstone (1) | Springfield, Missouri | 2004 | Owned | N/A |
| BRANCH BANKS: | ||||
| 430 South Avenue | Springfield, Missouri | 1983 | Leased | 2043 |
| 1607 W. Kearney | Springfield, Missouri | 1976 | Leased* | 2022 |
| 1615 W. Sunshine | Springfield, Missouri | 2001 | Owned | N/A |
| 2562 N. Glenstone | Springfield, Missouri | 2003 | Owned | N/A |
| 1955 S. Campbell | Springfield, Missouri | 1979 | Leased* | 2020 |
| 3961 S. Campbell | Springfield, Missouri | 1998 | Leased | 2028 |
| 2609 A E. Sunshine | Springfield, Missouri | 2001 | Owned | N/A |
| 2735 W. Chestnut | Springfield, Missouri | 2002 | Owned | N/A |
| 1580 W. Battlefield | Springfield, Missouri | 1985 | Leased* | 2017 |
| 723 N. Benton | Springfield, Missouri | 1985 | Owned | N/A |
| 1500 S. Elliot | Aurora, Missouri | 2003 | Owned | N/A |
| 102 N. Jefferson | Ava, Missouri | 1982 | Owned | N/A |
| 110 W. Hensley | Branson Missouri | 1982 | Owned | N/A |
| 1729 W. Highway 76 | Branson, Missouri | 1983 | Owned | N/A |
| 919 W. Dallas | Buffalo Missouri | 1976 | Owned | N/A |
| 527 Ozark | Cabool, Missouri | 1989 | Leased | 2006 |
| 1710 E. 32nd Street | Joplin, Missouri | 1989 | Leased* | 2031 |
| 1232 S. Rangeline | Joplin, Missouri | 1998 | Leased | 2016 |
| Highway 00 and 13 | Kimberling City, Missouri | 1984 | Owned | N/A |
| 528 S. Jefferson | Lebanon, Missouri | 1978 | Leased* | 2028 |
| 714 S. Neosho Boulevard | Neosho, Missouri | 1991 | Owned | N/A |
| 717 W. Mt. Vernon | Nixa, Missouri | 1995 | Owned | N/A |
| 1391 N. Main Street | Nixa, Missouri | 2003 | Owned | N/A |
| 4571 Highway 54 | Osage Beach, Missouri | 1987 | Owned | N/A |
| 1701 W. Jackson | Ozark, Missouri | 1997 | Owned | N/A |
| 1198 W. State Highway NN (2) | Ozark, Missouri | 2003 | Owned | N/A |
| 208 South Street | Stockton, Missouri | 2003 | Owned | N/A |
| 323 E. Walnut | Thayer, Missouri | 1978 | Leased* | 2011 |
| 1210 Parkway Shopping Center | West Plains, Missouri | 1975 | Owned | N/A |
| LOAN PRODUCTION OFFICES: | ||||
| 9229 Ward Parkway | Kansas City, Missouri | 2003 | Leased | 2004 |
| 2104 S. 54 Th | Rogers, Arkansas | 2003 | Leased | 2005 |
| * Building owned with land leased. | |
| (1) | The Company purchased land and a commercial building in Springfield, Missouri, to be used as an operations center for most of the Company's back-office activities. Renovation of the building is expected to be completed in early 2004. Upon completion, this facility will house most of the employees currently at 430 South Avenue, Springfield, Missouri, and some employees from 1451 E. Battlefield, Springfield, Missouri, as well as some staff additions. |
| (2) | In 2003, the Company purchased land on West Highway NN for a second branch location in Ozark, Missouri. The new facility is owned by the Company with a planned opening in 2004. |
In addition, the travel division has offices in many of the above locations as well as several small offices in other locations including some of its larger corporate customer's headquarters.
The Bank maintains depositor and borrower customer files on an on-line basis, utilizing a telecommunications network, portions of which are leased. The book value of all data processing and computer equipment utilized by the Bank at December 31, 2003 was $481,000 compared to $261,000 at December 31, 2002. Management has a disaster recovery plan in place with respect to the data processing system as well as the Bank's operations as a whole.
The Bank maintains a network of Automated Teller Machines ("ATMs"). The Bank utilizes an external service for operation of the ATMs that also allows access to the various national ATM networks. A total of 139 ATMs are located at various branches and primarily convenience stores located throughout southwest and central Missouri. The book value of all ATMs utilized by the Bank at December 31, 2003 was $609,000 compared to $559,000 at December 31, 2002. The Bank will evaluate and relocate existing ATMs as needed, but has no plans in the near future to materially increase its investment in the ATM network.
ITEM 3. LEGAL PROCEEDINGS .
The Registrant and its subsidiaries are involved as plaintiff or defendant in various legal actions arising in the normal course of their businesses. 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 Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT .
Pursuant to General Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the following list is included as an unnumbered item in Part I of this Form 10-K in lieu of being included in the Registrant's Definitive Proxy Statement.
The following information as to the business experience during the past five years is supplied with respect to executive officers of the Company and its subsidiaries who are not directors of the Company and its subsidiaries. There are no arrangements or understandings between the persons named and any other person pursuant to which such officers were selected. The executive officers are elected annually and serve at the discretion of their respective Boards of Directors.
Steven G. Mitchem. Mr. Mitchem, age 52, is Senior Vice President and Chief Lending Officer of the Bank. He joined the Bank in 1990 and is responsible for all lending activities of the Bank. Prior to joining the Bank, Mr. Mitchem was a Senior Bank Examiner for the Federal Deposit Insurance Corporation.
Rex A. Copeland. Mr. Copeland, age 39, is Treasurer of the Company and Senior Vice President and Chief Financial Officer of the Bank. He joined the Bank in 2000 and is responsible for the financial functions of the Company, including the internal and external financial reporting of the Company and its subsidiaries. Mr. Copeland is a Certified Public Accountant. Prior to joining the Bank, Mr. Copeland served other financial services companies. He was Accounting Director of a division of H&R Block from 1999 to 2000, Division Controller of Bank One Corporation from 1996 to 1999 and an auditor with BKD, LLP, prior to that.
Doug W. Marrs. Mr. Marrs, age 46, is Vice President - Operations of the Bank. He joined the Bank in 1996 and is responsible for all operations functions of the Bank. Prior to joining the Bank, Mr. Marrs was a bank officer in the areas of operations and data processing at a competing $1 billion bank.
Larry A. Larimore. Mr. Larimore, age 63, is Secretary of the Company and Secretary, Vice President - Compliance Officer of the Bank. He joined the Bank in 1998 and is responsible for Compliance and Internal Audit for the Company and Bank. Prior to joining the Bank, Mr. Larimore was a bank officer in the areas of lending, compliance and internal audit at a competing area bank from 1990 to 1998.
PART II
Responses incorporated by reference into the items under Part II of this Form 10-K are done so pursuant to Rule 12b-23 and General Instruction G(2) for Form 10-K.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Market Information . The Company's Common Stock is listed on The Nasdaq Stock Market under the symbol "GSBC."
As of December 31, 2003 there were 6,851,353 total shares outstanding and approximately 2,100 shareholders of record.
High/Low Stock Price
|
2003
|
2002
|
2001
|
||||
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
|
| First Quarter | $39.74 | $36.14 | $32.70 | $26.70 | $23.00 | $15.63 |
| Second Quarter | 39.70 | 35.75 | 39.82 | 31.40 | 27.10 | 20.63 |
| Third Quarter | 43.86 | 37.99 | 41.34 | 34.51 | 33.95 | 25.41 |
| Fourth Quarter | 47.32 | 38.90 | 39.09 | 35.65 | 33.10 | 25.75 |
The last sale of the Company's Common Stock on December 31, 2003 was $46.37.
Dividend Declarations
|
December 31,
2003 |
December 31,
2002 |
December 31,
2001 |
|
| First Quarter | $.150 | $.265 | $.125 |
| Second Quarter | .180 | .140 | .125 |
| Third Quarter | .180 | .140 | .125 |
| Fourth Quarter | .200 | .150 | .125 |
The Company's ability to pay dividends is substantially dependent on the dividend payments it receives from the Bank. For a description of the regulatory restrictions on the ability of the Bank to pay dividends to the Company, and the ability of the Company to pay dividends to its stockholders, see "Item 1. Business - Government Supervision and Regulation - Dividends."
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial information and other financial data of the Company. The selected balance sheet and statement of income data, insofar as they relate to the years ended December 31, 2003, 2002, 2001, 2000 and 1999, are derived from our consolidated financial statements, which have been audited by BKD, LLP. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8, "Financial Statements and Supplementary Information." Results for past periods are not necessarily indicative of results that may be expected for any future period.
|
December 31,
|
|||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
|
| (Dollars in thousands) | |||||
|
Summary Statement of
Condition Information: |
|||||
| Assets | $1,540,723 | $1,402,638 | $1,323,103 | $1,130,178 | $964,803 |
| Loans receivable, net | 1,094,197 | 997,647 | 964,886 | 890,784 | 766,807 |
| Allowance for loan losses | 20,844 | 21,288 | 21,328 | 18,694 | 17,293 |
| Available-for-sale securities | 259,600 | 236,269 | 233,805 | 126,409 | 79,891 |
| Held-to-maturity securities | 53,944 | 52,587 | 37,465 | 27,758 | 37,646 |
| Foreclosed assets held for sale, net | 9,034 | 4,328 | 3,057 | 2,688 | 817 |
| Allowance for foreclosed asset losses | --- | --- | 150 | --- | --- |
| Deposits | 1,137,427 | 1,021,957 | 886,870 | 751,042 | 625,900 |
| Total borrowings | 276,584 | 268,494 | 333,666 | 291,573 | 261,642 |
| Stockholders' equity (retained | |||||
| earnings substantially restricted) | 119,548 | 104,709 | 85,254 | 71,049 | 68,926 |
| Average loans receivable | 1,056,338 | 1,000,044 | 936,117 | 843,170 | 746,979 |
| Average total assets | 1,437,869 | 1,344,989 | 1,193,772 | 1,013,963 | 928,182 |
| Average deposits | 1,057,798 | 963,255 | 802,286 | 676,633 | 612,503 |
| Average stockholders' equity | 113,822 | 95,728 | 79,484 | 69,208 | 68,758 |
| Number of deposit accounts | 74,822 | 73,861 | 71,998 | 73,394 | 73,932 |
| Number of full-service offices | 29 | 29 | 28 | 27 | 27 |
|
For the Year Ended December 31,
|
|||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
|
| (Dollars in thousands) | |||||
|
Summary Income Statement
Information: |
|||||
| Interest income: | |||||
| Loans | $63,283 | $64,062 | $76,107 | $77,399 | $63,386 |
| Investment securities and other |
12,896
|
16,099
|
13,390
|
8,751
|
4,652
|
|
76,179
|
80,161
|
89,497
|
86,150
|
68,038
|
|
| Interest expense: | |||||
| Deposits | 16,582 | 22,244 | 32,405 | 32,244 | 24,966 |
| Federal Home Loan Bank advances | 5,400 | 6,852 | 10,339 | 14,312 | 9,403 |
| Short-term borrowings and trust preferred securities |
1,182
|
1,241
|
3,163
|
2,305
|
1,094
|
|
23,164
|
30,337
|
45,907
|
48,861
|
35,463
|
|
| Net interest income | 53,015 | 49,824 | 43,590 | 37,289 | 32,575 |
| Provision for loan losses |
4,800
|
5,800
|
5,200
|
3,106
|
2,062
|
| Net interest income after | |||||
| provision for loan losses |
48,215
|
44,024
|
38,390
|
34,183
|
30,513
|
| Noninterest income: | |||||
| Commissions | 5,859 | 5,786 | 5,765 | 7,024 | 7,054 |
| Service charges and ATM fees | 11,214 | 8,430 | 8,352 | 5,968 | 4,502 |
| Net realized gains on sales of loans | 2,187 | 1,575 | 1,756 | 570 | 1,098 |
| Net realized gains (losses) on sales | |||||
| of available-for-sale securities | 795 | 3,443 | 139 | (9) | 316 |
| Other income |
1,775
|
1,186
|
1,237
|
1,135
|
2,379
|
|
21,830
|
20,420
|
17,249
|
14,688
|
15,349
|
|
| Noninterest expense: | |||||
| Salaries and employee benefits | 18,739 | 15,842 | 15,126 | 13,642 | 13,765 |
| Net occupancy expense | 6,335 | 5,337 | 4,730 | 4,529 | 4,124 |
| Postage | 1,691 | 1,426 | 1,233 | 1,152 | 1,006 |
| Insurance | 683 | 514 | 485 | 521 | 639 |
| Advertising | 735 | 662 | 686 | 713 | 611 |
| Office supplies and printing | 855 | 828 | 774 | 703 | 991 |
| (Income) expense on foreclosed assets | 1,939 | 597 | 216 | (295) | --- |
| Other operating expenses |
4,615
|
3,765
|
4,156
|
4,244
|
4,031
|
|
35,592
|
28,931
|
27,406
|
25,209
|
25,167
|
|
| Income before income taxes | 34,453 | 35,513 | 28,233 | 23,662 | 20,695 |
| Provision for income taxes |
11,362
|
12,301
|
9,475
|
8,184
|
7,018
|
| Net income |
$23,091
|
$23,212
|
$18,758
|
$15,478
|
$13,677
|
|
At or For the Year Ended December 31,
|
|||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
|
|
(Dollars in thousands, except per share data)
|
|||||
| Per Common Share Data: | |||||
| Basic earnings per common share | $3.37 | $ 3.38 | $ 2.72 | $ 2.16 | $1.79 |
| Diluted earnings per common share | 3.33 | 3.34 | 2.70 | 2.12 | 1.76 |
| Cash dividends declared | .71 | .70 | .50 | .50 | .50 |
| Book value | 17.45 | 15.27 | 12.42 | 10.30 | 9.20 |
| Average shares outstanding | 6,854 | 6,863 | 6,890 | 7,166 | 7,620 |
| Year-end actual shares outstanding | 6,851 | 6,857 | 6,863 | 6,897 | 7,489 |
| Year-end fully diluted shares outstanding | 6,941 | 6,940 | 6,929 | 7,098 | 7,601 |
| Earnings Performance Ratios: | |||||
| Return on average assets(1) | 1.61% | 1.73% | 1.57% | 1.53% | 1.56% |
| Return on average stockholders' equity(2) | 20.29 | 24.25 | 23.60 | 22.36 | 19.98 |
| Non-interest income to average total assets | 1.52 | 1.52 | 1.44 | 1.55 | 1.75 |
| Non-interest expense to average total assets | 2.47 | 2.11 | 2.28 | 2.52 | 2.87 |
| Average interest rate spread(3) | 3.68 | 3.59 | 3.37 | 3.26 | 3.36 |
| Year-end interest rate spread | 3.60 | 3.70 | 3.44 | 3.26 | 3.40 |
| Net interest margin(4) | 3.89 | 3.85 | 3.80 | 3.81 | 3.86 |
| Adjusted efficiency ratio (excl. foreclosed assets)(5) | 44.96 | 40.34 | 44.69 | 49.07 | 52.51 |
| Net overhead ratio(6) | .96 | .63 | .85 | 1.04 | 1.06 |
| Common dividend pay-out ratio | 21.32 | 20.81 | 18.52 | 23.58 | 28.41 |
| Asset Quality Ratios: | |||||
| Allowance for loan losses/year-end loans | 1.87% | 2.09% | 2.16% | 2.06% | 2.21% |
|
Non-performing assets/year-end loans and
foreclosed assets |
1.46 |
1.84 |
1.22 |
1.66 |
1.26 |
| Allowance for loan losses/non-performing loans | 282.02 | 146.60 | 237.03 | 149.72 | 194.48 |
| Net charge-offs/average loans | .50 | .58 | .27 | .20 | .23 |
| Gross non-performing assets/year end assets | 1.07 | 1.34 | .91 | 1.34 | 1.05 |
| Non-performing loans/year-end loans | .66 | 1.43 | .91 | 1.37 | 1.18 |
| Balance Sheet Ratios: | |||||
| Loans to deposits | 96.20% | 97.62% | 108.80% | 118.61% | 122.51% |
|
Average interest-earning assets as a percentage
of average interest-bearing liabilities |
112.30 |
111.22 |
110.67 |
111.06 |
111.95 |
| Capital Ratios: | |||||
| Average stockholders' equity to average assets | 7.92% | 7.12% | 6.66% | 6.83% | 7.41% |
| Year-end tangible stockholders' equity to assets | 7.75 | 7.47 | 6.44 | 6.26 | 7.10 |
| Great Southern Bank: | |||||
| Tier 1 risk-based capital ratio | 10.86 | 10.32 | 8.93 | 8.91 | 8.97 |
| Total risk-based capital ratio | 12.12 | 11.58 | 10.20 | 10.17 | 10.23 |
| Tier 1 leverage ratio | 8.88 | 8.22 | 7.18 | 7.36 | 7.45 |
| Ratio of Earnings to Fixed Charges: (7) | |||||
| Including deposit interest | 2.49x | 2.17x | 1.62x | 1.48x | 1.58x |
| Excluding deposit interest | 6.23x | 5.39x | 3.09x | 2.42x | 2.97x |
____________________
| (1) | Earnings divided by average total assets. |
| (2) | Earnings divided by average stockholders' equity. |
| (3) | Yield on average interest-earning assets less rate on average interest-bearing liabilities. |
| (4) | Net interest income divided by average interest-earning assets. |
| (5) | Non-interest expense divided by the sum of net interest income, on a tax equivalent basis, plus non-interest income. |
| (6) | Non-interest expense less non-interest income divided by average total assets. |
| (7) | In computing the ratio of earnings to fixed charges: (a) earnings have been based on income before income taxes and fixed charges, and (b) fixed charges consist of interest and amortization of debt discount and expense including amounts capitalized and the estimated interest portion of rents. |
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
When used in this Annual Report 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 declines 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 that the determination of the allowance for loan losses involves 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 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 it 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.
Recent Accounting Pronouncements
In January 2003 the Financial Accounting Standards Board ("FASB") issued its 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. This liability is, and has been, 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 capital for purposes of regulatory capital calculations. The FASB has issued a revised interpretation of FIN 46, which must be applied to certain variable instruments by March 31, 2004. At that time the Company expects for financial reporting purposes to de-consolidate the trust and to instead report the junior subordinated debentures of the Company owned by the trust. This is not expected to have a significant impact on the Company's financial statements. To date, no final determination has been reached for regulatory reporting purposes and the Federal Reserve Board has instructed bank holding companies to continue to include these securities in regulatory capital calculations until further notice.
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 ("SFAS 150"), "Acounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150 modifies the accounting for certain financial instruments that issuers previously could account for as equity. Under SFAS 150, certain instruments with characteristics of both liabilities and equity must be classified as liabilities in the balance sheets, with the corresponding payment to holders of the instruments recognized as interest expense. The adoption of this standard had no impact on the financial position or results of operations of the Company as the Company's Trust Preferred Securities were already classified as liabilities on the Company's balance sheets and recorded as interest expense on the statements of income.
Comparison of Financial Condition at December 31, 2003 and December 31, 2002
During the year ended December 31, 2003, the Company increased total assets by $138 million to $1.54 billion. Net loans increased by $98 million. The main loan areas experiencing increases were commercial real estate, commercial construction, multi-family residential and consumer. One- to four-family mortgage loans decreased during 2003. Total investment securities increased by $25 million, which was primarily an increase in available-for-sale United States government agency debt securities and securities issued by states and political subdivisions, partially offset by a decrease in United States government agency mortgage-backed securities. Cash and cash equivalents increased $19 million primarily due to higher balances of vault cash and interest-bearing deposits and larger cash letter settlements at December 31, 2003. Prepaid expenses and other assets decreased $9 million, primarily as a result of recording the change in mark-to-market value of the Company's interest rate swaps. Based upon the terms of these swap agreements, in accordance with generally accepted accounting principles, the Company records changes in the market value of its interest rate swaps in the category "other assets," with a corresponding increase or decrease to the liability being hedged. Foreclosed assets increased $5 million primarily due to the addition of one significant real estate asset that was foreclosed in 2003.
Total liabilities increased $123 million from December 31, 2002 to December 31, 2003, to $1.42 billion. Deposits increased $115 million and short-term borrowings increased $10 million. The increase in short-term borrowings was the result of increases in securities sold under repurchase agreements. Retail certificates of deposit decreased $18 million, to $342 million. Total brokered deposits were $329 million at December 31, 2003, down from $340 million at December 31, 2002. The weighted average cost of these brokered deposits was approximately 206 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 113 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 $126 million of the increase in deposits. Non-interest-bearing checking balances increased $26 million. Checking and savings account balances totaled $465 million at December 31, 2003, up from $312 million at December 31, 2002. During 2003 and 2002, the Company became a correspondent bank for several local financial institutions, which led to a portion of the increase in checking account balances. At December 31, 2003, the Company had approximately 40 correspondent banking customers, primarily banks and credit unions in Southwest Missouri, with account balances totaling approximately $93 million. Great Southern offers coin and currency services and check clearing for a nominal fee. In return, these correspondent customers must maintain minimum balances with Great Southern in interest-bearing or non-interest-bearing accounts. In addition, during 2003, the Company obtained significant deposit accounts from several area universities, hospitals and municipalities.
Stockholders' equity increased $14.8 million from $104.7 million at December 31, 2002 to $119.5 million at December 31, 2003. Net income for fiscal year 2003 was $23.1 million, partially offset by a decrease of $2.6 million in accumulated other comprehensive income, dividends of $4.9 million and net treasury stock repurchases of $756,000. The Company repurchased 39,276 shares of common stock at an average price of $39.50 per share during 2003.
Results of Operations and Comparison for the Years Ended December 31, 2003 and 2002
General
The decrease in earnings of $121,000, or .5%, during the year ended December 31, 2003, compared to the year ended December 31, 2002, was primarily due to an increase in non-interest expense of $6.7 million, or 23.0%, partially offset by an increase in net interest income of $3.2 million, or 6.4%, an increase in non-interest income of $1.4 million, or 6.9%, a decrease in provision for loan losses of $1.0 million, or 17.2%, and a decrease in provision for income taxes of $.9 million, or 7.6%.
Total Interest Income
Total interest income decreased $4.0 million, or 5.0%, during the year ended December 31, 2003 compared to the year ended December 31, 2002. The decrease was due to a $779,000, or 1.2%, decrease in interest income on loans and a $3.2 million, or 19.9%, decrease in interest income on investments and other interest-earning assets. Interest income for both loans and investment securities and other interest-earning assets decreased due to significantly lower average rates of interest, while interest income for both was positively impacted by higher average balances. In addition, interest income in 2002 was higher due to the recovery of $415,000 of interest on a commercial real estate loan that was charged off in a prior year.
Interest Income - Loans
During the year ended December 31, 2003 compared to December 31, 2002, interest income on loans decreased due to lower average interest rates, partially offset by higher average balances. Interest income decreased $4.3 million as the result of lower average interest rates. The average yield on loans decreased from 6.41% during the year ended December 31, 2002, to 5.99% during the year ended December 31, 2003, as a result of decreases in market rates of interest, primarily the "prime rate" of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest.
Interest income increased $3.5 million as the result of higher average loan balances from $1.000 billion during the year ended December 31, 2002 to $1.056 billion during the year ended December 31, 2003. The higher average balance resulted principally from the Bank's increased commercial real estate and construction lending, multi-family real estate lending and consumer lending. The Bank's one- to four-family residential loan portfolio has decreased since December 31, 2000, due to the origination of a greater dollar amount of fixed-rate rather than adjustable-rate loans. The Bank generally sells these fixed-rate loans in the secondary market.
Interest Income - Investments and Other Interest-earning Deposits
Interest income on investments and other interest-earning assets decreased mainly as a result of lower average interest rates, partially offset by higher average balances during the year ended December 31, 2003, when compared to the year ended December 31, 2002. Interest income decreased $3.8 million as a result of a decrease in average interest rates from 5.49% during the year ended December 31, 2002, to 4.23% during the year ended December 31, 2003. This decrease was primarily due to declining market interest rates throughout 2002 and 2003. As the Company's mortgage-backed securities prepaid rapidly, premiums were amortized reducing yields on the investments. In addition, these proceeds were reinvested in lower yielding securities as interest rates fell. The decrease in interest income was partially offset by $638,000 as a result of an increase in average balances from $293 million during the year ended December 31, 2002, to $305 million during the year ended December 31, 2003.
Total Interest Expense
Total interest expense decreased $7.2 million, or 23.6%, during the year ended December 31, 2003, when compared with the year ended December 31, 2002, primarily due to a decrease in interest expense on deposits of $5.7 million, or 25.5%, a decrease in interest expense on FHLBank advances of $1.5 million, or 21.2 %, and a decrease in interest expense on short-term borrowings and trust preferred securities of $59,000, or 4.8%.
Interest Expense - Deposits
Interest expense on deposits decreased $5.6 million as a result of a decrease in average rates of interest on time deposits from 2.83% during the year ended December 31, 2002, to 2.00% during the year ended December 31, 2003, and decreased $825,000 due to a decrease in average balances of time deposits from $705 million during the year ended December 31, 2002, to $677 million during the year ended December 31, 2003. The average interest rates decreased due to lower overall market rates of interest in 2003 and the effects of the Company's interest rate swaps. In 2003, the Company attracted a significant amount of demand deposit balances and allowed the certificate of deposit balances to decrease as they matured.
Interest on demand deposits increased $983,000 due to an increase in average balances from $187 million during the year ended December 31, 2002, to $275 million during the year ended December 31, 2003, and decreased $247,000 due to a reduction in average rates from 1.22% during the year ended December 31, 2002, to 1.09% during the year ended December 31, 2003. The other deposit category, savings, experienced a $5,000 decrease due to decreases in both average balances and average rates of interest.
Interest Expense - FHLBank Advances, Short-term Borrowings and Trust Preferred Securities
Interest expense on FHLBank advances, short-term borrowings and trust preferred securities decreased $1.2 million due to a decrease in average rates from 3.00% in the year ended December 31, 2002, to 2.54% in the year ended December 31, 2003. In addition, average balances decreased from $270 million during the year ended December 31, 2002, to $259 million during the year ended December 31, 2003, resulting in decreased interest expense of $331,000. The average balance decrease was offset by increases in deposits. Average interest rates decreased due to lower overall market rates during 2003. The Company's use of FHLBank advances, short-term borrowings and trust preferred securities that reprice frequently (daily, monthly or quarterly) contributed to the significant decrease in average rates of interest.
Net Interest Income
The Company's overall interest rate spread increased 9 basis points, or 2.5%, from 3.59% during the year ended December 31, 2002, to 3.68% during the year ended December 31, 2003. The increase was due to a 70 basis point decrease in the weighted average rate paid on interest-bearing liabilities, partially offset by a 61 basis point decrease in the weighted average yield received on interest-earning assets. The Company's overall net interest margin increased 4 basis points, or 1.0%, from 3.85% during the year ended December 31, 2002, to 3.89% during the year ended December 31, 2003. In comparing the two years, the yield on loans decreased 42 basis points while the yield on investment securities and other interest-earning assets decreased 126 basis points. The rate paid on deposits decreased 75 basis points, while the rate paid on FHLBank advances and other borrowings decreased 46 basis points.
The prime rate of interest averaged 4.68% during the year ended December 31, 2002, compared to an average of 4.12% during the year ended December 31, 2003. 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 the increased amortization of premiums paid on the Company's mortgage-backed securities portfolio due to higher levels of prepayments on the underlying mortgages.
Interest rates paid on deposits, FHLBank advances and other borrowings decreased significantly during 2003 compared to 2002. 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 decreased $1.0 million, or 17.2%, during the year ended December 31, 2003, from $5.8 million during the year ended December 31, 2002 to $4.8 million during the year ended December 31, 2003. The provision recorded in 2003 was consistent with the Company's level of net charge-offs ($5.2 million) and lower balances of non-performing loans. The allowance for loan losses decreased $444,000, or 2.1%, at December 31, 2003 compared to December 31, 2002.
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 1.87% and 2.09% at December 31, 2003 and 2002, 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 $2.4 million, or 12.9%, from $18.8 million at December 31, 2002, to $16.4 million at December 31, 2003. Non-performing loans decreased $7.1 million, or 49.1%, from $14.5 million at December 31, 2002, to $7.4 million at December 31, 2003, and foreclosed assets increased $4.7 million, or 108.7%, from $4.3 million at December 31, 2002, to $9.0 million at December 31, 2003.
Non-performing Loans . Non-performing loans decreased primarily as a result of the transfer to foreclosed assets of one relationship with a remaining book balance at the time of transfer of $7.3 million. The $7.3 million relationship involves condominium buildings and lots, single-family residences and lots, a golf course, and other developed and undeveloped land. Great Southern is a one-third owner of this project and was not the lead bank in the original loan relationship. Commercial loans comprise $5.4 million, or 73%, of the total $7.4 million non-performing loans at December 31, 2003. Four unrelated credit relationships, totaling $1.7 million, $942,000, $521,000 and $504,000, respectively, account for a large portion of the non-performing loan total at December 31, 2003. The $1.7 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 $942,000 relationship is secured by a commercial retail shopping center in Stone County near Branson, Missouri. The $521,000 relationship is secured primarily by a dinner theater in Branson, Missouri, as well as additional real estate collateral and business assets. The $504,000 relationship is secured by a restaurant and small motel in Springfield, Missouri. The restaurant and motel have subsequently been foreclosed in 2004. Mortgage loans comprise $1.2 million, or 16%, of the total $7.4 million non-performing loans at December 31, 2003.
Foreclosed Assets . Of the total $9.0 million of foreclosed assets at December 31, 2003, foreclosed real estate totaled $8.4 million and repossessed automobiles totaled $667,000. Of the total real estate assets, two relationships accounted for $6.5 million. The first relationship had a remaining balance of $6.0 million as of December 31, 2003, and was discussed above in Non-performing Loans as the $7.3 million relationship. At the time of foreclosure, the balance was reduced to $6.7 million through a charge-off of approximately $600,000. During 2003, Great Southern and the lead bank marketed the project for sale. These efforts led to some verbal indications of interest and offers. The range of these indications and offers, as well as sales activity of condominiums and lots during 2003, provided Great Southern additional information to assess the appropriate carrying value of the asset. Based upon these facts, Great Southern recorded an additional write-down of this asset in the amount of approximately $670,000, resulting in a carrying value of $6.0 million as of December 31, 2003. This loss was included in non-interest expense in 2003. The second relationship had a remaining balance of $511,000 as of December 31, 2003, and involves a motel, restaurant, golf course and condominium units in the Branson, Missouri area. This relationship was foreclosed in late 2002. Each of these foreclosed assets is currently being marketed for sale. During 2003, one other significant property was foreclosed and subsequently sold and removed from foreclosed assets. This asset involved a motel in Springfield, Missouri. At the time of foreclosure, an updated valuation of the property was completed resulting in a $900,000 charge-off recorded through the allowance for loan losses to reduce the carrying value of the asset. This property was ultimately sold with an additional loss of $450,000 recognized by Great Southern. This loss was included in non-interest expense in 2003.
In February 2004, the Company completed the sale of the $6.0 million foreclosed asset relationship described above. The Company received cash proceeds of $6.0 million less expenses of approximately $40,000.
Potential Problem Loans . Potential problem loans decreased $4.5 million, or 40%, from $11.4 million at December 31, 2002 to $6.9 million at December 31, 2003. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current loan repayment terms. These loans are not reflected in the non-performing loans. Potential problem loans decreased $3.6 million as a result of the foreclosure of the motel in Springfield, Missouri, which is described above under Foreclosed Assets . In addition, potential problem loans decreased $1.8 million as a result of the change of status to non-performing loans of the automobile floorplan relationship described above under Non-performing Loans. At the time this relationship was changed to non-performing status, certain loans in this relationship were written down by approximately $300,000 through a charge against the allowance for loan losses. Potential problem loans also decreased as a result of the change of status to non-performing loans of the $942,000 relationship described above under Non-performing Loans. These decreases were partially offset by the addition of two unrelated relationships totaling $2.3 million and $1.4 million, respectively. The $2.3 million relationship is secured primarily by commercial real estate, equipment and inventory in Springfield, Missouri. The $1.4 million relationship is secured primarily by a motel in Springfield, Missouri. In addition to these relationships, one other significant unrelated relationship was included in the potential problem loan total. This relationship totaled $1.3 million as of December 31, 2003, and is secured by a motel in Branson, Missouri.
Non-interest Income
Total non-interest income increased $1.4 million, or 6.9%, in the year ended December 31, 2003 when compared to the year ended December 31, 2002. The increase was primarily due to: (i) an increase in service charges and ATM fees of $2.8 million, or 33.0%; (ii) an increase in net realized gains on sales of fixed-rate residential and student loans of $612,000, or 38.9%; and (iii) smaller increases in loan and commitment fees, late and prepayment charges on loans, loan servicing income, and merchant card fees. The increase in service charge fees resulted from a larger number of accounts, higher levels of insufficient funds transactions by customers, and increases in fees for insufficient funds checks. The increase in ATM fees was related to a change in 2003 by the Company to process its transactions in-house and increases in overall usage by customers and non-customers. During the year ended December 31, 2003, the Bank sold more residential and student loans than in the year ended December 31, 2002. During both years, lower interest rates were conducive to the generation of fixed-rate mortgages, which the bank typically sells, rather than adjustable-rate mortgages, which the Bank typically retains in its portfolio. In addition, unusually high levels of refinancing activity occurred in the three months ended September 30, 2003.
This increase was partially offset by a decrease in net realized gains on sales of available-for-sale investment securities of $2.6 million, or 76.9%. The decrease in gain on sale of available-for-sale securities was primarily due to the sale in 2002 of the Company's holdings of the common stock of another publicly traded company, with no such similar sale in 2003. This transaction was previously discussed in SEC filings by the Company.
Non-Interest Expense
Total non-interest expense increased $6.7 million, or 23.0%, in the year ended December 31, 2003, when compared to the year ended December 31, 2002. The increase was primarily due to: (i) an increase of $2.9 million, or 18.3%, in salaries and employee benefits primarily due to increased incentives paid to mortgage loan originators due to increased loan closings, the hiring of additional experienced personnel to fill commercial lending, credit administration, and branch supervisory positions, the opening of two loan production offices, increased costs for health insurance and pension benefits, and normal merit increases for existing employees; (ii) an increase in net occupancy and equipment expense of $998,000, or 18.7%, primarily due to increases in rent and depreciation on new offices and equipment and various maintenance projects on buildings and equipment; (iii) an increase in expenses on foreclosed assets of $1.3 million, or 224%, due to a $450,000 loss on the disposition of one foreclosed asset, a $670,000 write-down of the carrying value of another unrelated foreclosed asset, and other expenses of maintaining various foreclosed assets; and (iv) smaller increases in other non-interest expense areas, such as postage, advertising, insurance, legal and professional fees, bank charges and fees related to additional correspondent relationships, and costs to reissue the Bank's debit cards due to a system conversion.
Provision for Income Taxes
Provision for income taxes as a percentage of pre-tax income decreased slightly from 34.6% for the year ended December 31, 2002, to 33.0% for the year ended December 31, 2003. The decrease was primarily due to higher balances of tax-exempt investment securities and loans.
Average Balances, Interest Rates and Yields
The following table presents, 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 table does not reflect any effect of income taxes.
|
December 31,
2003 |
Year Ended
December 31, 2003 |
Year Ended
December 31, 2002 |
Year Ended
December 31, 2001 |
|||||||
|
Yield/Rate
|
Average
Balance |
Interest
|
Yield/Rate
|
Average
Balance |
Interest
|
Yield/Rate
|
Average
Balance |
Interest
|
Yield/Rate
|
|
|
(Dollars in thousands)
|
||||||||||
| Interest-earning assets: | ||||||||||
| Loans receivable | 5.46% | $1,056,338 | $63,283 | 5.99% | $1,000,044 | $64,062 | 6.41% | $ 936,117 | $76,107 | 8.13% |
|
Investment securities and other interest-
earning assets |
4.64 |
305,051 |
12,896 |
4.23 |
293,022 |
16,099 |
5.49 |
211,461 |
13,390 |
6.33 |
| Total interest-earning assets |
5.25
|
$1,361,389
|
76,179
|
5.59
|
$1,293,066
|
80,161
|
6.20
|
$1,147,578
|
89,497
|
7.80
|
| Interest-bearing liabilities: | ||||||||||
| Interest-bearing demand | .92 | $ 275,286 | 3,013 | 1.09 | $ 187,171 | 2,277 | 1.22 | $ 144,374 | 2,443 | 1.69 |
| Savings | 1.53 | 923 | 12 | 1.30 | 1,005 | 17 | 1.69 | 5,358 | 125 | 2.33 |
| Time deposits |
1.77
|
676,647
|
13,557
|
2.00
|
704,523
|
19,950
|
2.83
|
593,265
|
29,837
|
5.03
|
| Total deposits | 1.49 | 952,856 | 16,582 | 1.74 | 892,699 | 22,244 | 2.49 | 742,997 | 32,405 | 4.36 |
| FHLB advances and other borrowings |
2.28
|
259,393
|
6,582
|
2.54
|
269,901
|
8,093
|
3.00
|
293,124
|
13,502
|
4.61
|
| Total interest-bearing liabilities |
1.65
|
$1,212,249
|
23,164
|
1.91
|
$1,162,600
|
30,337
|
2.61
|
$1,036,121
|
45,907
|
4.43
|
| Net interest income: | ||||||||||
| Interest rate spread |
3.60%
|
$53,015
|
3.68%
|
$49,824
|
3.59%
|
$43,590
|
3.37%
|
|||
| Net interest margin* |
3.89%
|
3.85%
|
3.80%
|
|||||||
|
Average interest-earning assets to average
interest-bearing liabilities |
112.3%
|
111.2%
|
110.8%
|
|||||||
*Defined as the Company's net interest income divided by total interest-earning assets.
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.
Results of Operations and Comparison for the Years Ended December 31, 2002 and 2001
General
The increase in earnings of $4.5 million, or 23.7%, during the year ended December 31, 2002, compared to the year ended December 31, 2001, was primarily due to an increase in net interest income of $6.2 million, or 14.3%, and an increase in non-interest income of $3.2 million, or 18.4%, partially offset by an increase in non-interest expense of $1.5 million, or 5.6%, an increase in provision for loan losses of $600,000, or 11.5%, and an increase in provision for income taxes of $2.8 million, or 29.8%.
Total Interest Income
Total interest income decreased $9.3 million, or 10.4%, during the year ended December 31, 2002 compared to the year ended December 31, 2001. The decrease was due to a $12.0 million, or 15.8%, decrease in interest income on loans, partially offset by a $2.7 million, or 20.2%, increase in interest income on investments and other interest-earning assets. Interest income for both loans and investment securities and other interest-earning assets decreased due to significantly lower average rates of interest, while interest income for both was positively impacted by higher average balances.
In addition, interest income in 2002 was higher due to a recovery of $415,000 of interest on a commercial real estate loan that was charged off in a prior year.
Interest Income - Loans
During the year ended December 31, 2002 compared to December 31, 2001, interest income on loans decreased from lower average interest rates, partially offset by higher average balances. Interest income decreased $17.0 million as the result of lower average interest rates. The average yield on loans decreased from 8.13% during the year ended December 31, 2001, to 6.41% during the year ended December 31, 2002, as a result of decreases in market rates of interest, primarily the "prime rate" of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest.
Interest income increased $5.0 million as the result of higher average loan balances from $936 million during the year ended December 31, 2001 to $1.00 billion during the year ended December 31, 2002. The higher average balance resulted principally from the Bank's increased commercial real estate and construction lending, commercial business lending and indirect dealer consumer lending. The Bank's one- to four-family residential loan portfolio has decreased since December 31, 2000, due to the origination of a greater dollar amount of fixed-rate rather than adjustable-rate loans. The Bank generally sells these fixed-rate loans in the secondary market.
Interest Income - Investments and Other Interest-earning Deposits
Interest income on investments and other interest-earning assets increased mainly as a result of higher average balances during the year ended December 31, 2002, when compared to the year ended December 31, 2001. Interest income increased $4.6 million as a result of an increase in average balances from $211 million during the year ended December 31, 2001, to $293 million during the year ended December 31, 2002. This increase was primarily in available-for-sale securities, where additional securities were acquired for liquidity and pledging to deposit accounts under repurchase agreements. The increase in interest income was offset by $1.9 million as a result of a decrease in average yields from 6.33% during the year ended December 31, 2001, to 5.49% during the year ended December 31, 2002.
Total Interest Expense
Total interest expense decreased $15.6 million, or 33.9%, during the year ended December 31, 2002, when compared with the year ended December 31, 2001, primarily due to a decrease in interest expense on FHLBank advances of $3.5 million, or 33.7%, a decrease in interest expense on deposits of $10.2 million, or 31.4%, and a decrease in interest expense on short-term borrowings and trust preferred securities of $1.9 million, or 60.8%.
Interest Expense - Deposits
Interest expense on deposits decreased $14.8 million as a result of a decrease in average rates of interest on time deposits from 5.03% during the year ended December 31, 2001, to 2.83% during the year ended December 31, 2002, and increased $4.9 million due to an increase in average balances of time deposits from $593 million during the year ended December 31, 2001, to $705 million during the year ended December 31, 2002. The average balances of time deposits increased primarily as a result of the Company's use of brokered and other time deposits to fund loan and investment securities growth. In recent years, brokered deposit rates have become competitive with rates on FHLBank advances and larger retail deposits. The average interest rates decreased due to lower overall market rates of interest in 2001 and the effects of the Company's interest rate swaps.
Interest on demand deposits decreased $786,000 due to a decrease in average rates from 1.69% during the year ended December 31, 2001, to 1.22% during the year ended December 31, 2002, and increased $620,000 due to an increase in average balances from $144 million during the year ended December 31, 2001, to $187 million during the year ended December 31, 2002. The other deposit category, savings, experienced a $108,000 decrease due to decreases in both average balances and average rates of interest.
Interest Expense - FHLBank Advances, Short-term Borrowings and Trust Preferred Securities
Interest expense on FHLBank advances, short-term borrowings and trust preferred securities decreased $4.2 million due to a decrease in average rates from 4.61% in the year ended December 31, 2001, to 3.00% in the year ended December 31, 2002. In addition, average balances decreased from $293 million during the year ended December 31, 2001, to $270 million during the year ended December 31, 2002, resulting in decreased interest expense of 1.2 million due to lower average balances. The average balance decrease was offset by increases in deposits. Average interest rates decreased due to lower overall market rates during 2002. The Company's use of FHLBank advances, short-term borrowings and trust preferred securities which reprice daily, monthly or quarterly contributed to the significant decrease in average rates of interest.
Net Interest Income
The Company's overall interest rate spread increased 22 basis points, or 6.5%, from 3.37% during the year ended December 31, 2001, to 3.59% during the year ended December 31, 2002. The increase was due to a 182 basis point decrease in the weighted average rate paid on interest-bearing liabilities partially offset by a 160 basis point decrease in the weighted average yield received on interest-earning assets. The Company's overall net interest margin increased 5 basis points, or 1.3%, from 3.80% during the year ended December 31, 2001, to 3.85% during the year ended December 31, 2002. In comparing the two years, the yield on loans decreased 172 basis points while the yield on investment securities and other interest-earning assets decreased 84 basis points. The rate paid on deposits decreased 187 basis points, while the rate paid on FHLBank advances and other borrowings decreased 161 basis points.
The prime rate of interest averaged 6.92% during the year ended December 31, 2001, compared to an average of 4.68% during the year ended December 31, 2002. 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 interest-earning assets.
Interest rates paid on deposits, FHLBank advances and other borrowings decreased significantly during 2002 compared to 2001. As market rates of interest declined during 2002, the Company reduced rates paid to depositors. In addition in 2002, the Company utilized interest rate swaps and FHLBank advances which repriced daily, monthly or quarterly to reduce interest expense.
Provision for Loan Losses and Allowance for Loan Losses
The provision for loan losses increased $600,000, or 11.5%, during the year ended December 31, 2002, from $5.2 million during the year ended December 31, 2001 to $5.8 million during the year ended December 31, 2002.
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 2.09% and 2.16% at December 31, 2002 and 2001, 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 provision for losses would be required, thereby adversely affecting future results of operations and financial condition.
Non-performing Assets
Non-performing assets increased $6.2 million, or 49.2%, from $12.6 million at December 31, 2001, to $18.8 million at December 31, 2002. Non-performing loans increased $5.0 million, or 52.6%, from $9.5 million at December 31, 2001, to $14.5 million at December 31, 2002, and foreclosed assets increased $1.2 million, or 38.7%, from $3.1 million at December 31, 2001, to $4.3 million at December 31, 2002.
Non-performing Loans . Non-performing loans increased primarily as a result of the addition of one relationship with a remaining balance of $886,000 and another relationship with a remaining balance of $7.3 million. These two relationships are described below. Commercial loans comprise $12.1 million, or 84%, of the total $14.5 million non-performing loans at December 31, 2002. Two unrelated commercial real estate credit relationships, totaling $7.3 million and $1.0 million, respectively, account for a majority of this non-performing total. The $7.3 million relationship is primarily secured by condominium buildings and lots, single-family residences and lots, a golf course, and other developed and undeveloped land. This relationship was described in the December 31, 2001, Annual Report on Form 10-K and was included in potential problem loans at that time. Non-performing loans decreased during 2002 as a result of charging off a total of $3.2 million, which had been part of this $7.3 million relationship. The $1.0 million relationship is secured by the real estate and business assets of a restaurant in Branson, Missouri. A portion of this credit is guaranteed by the Small Business Administration. This relationship was placed in a non-accrual status in the fourth quarter of 2001. Mortgage loans comprise $1.7 million, or 12%, of the total $14.5 million non-performing loans at December 31, 2002. One credit relationship, totaling $886,000 accounted for a large portion of this non-performing total. The $886,000 relationship is comprised of ten loans, which are primarily secured by residential rental properties and condominiums in Branson, Missouri. This relationship was first included in non-performing loans in the quarter ended March 31, 2002. This relationship was originally $2.3 million; the balance has been reduced through charge-offs, foreclosures, and the sale of collateral and repayment of loans by the borrowers.
Subsequent to December 31, 2002, the $7.3 million relationship described above was foreclosed upon, with Great Southern, along with the lead bank in this participation, as the successful bidders. An updated valuation of the property has been completed during the first quarter 2003. The Company's one-third interest in the property has been recorded in foreclosed assets at a carrying value of $7.0 million, with the difference recorded as a loan charge-off in the quarter ended March 31, 2002.
Foreclosed Assets . Of the total $4.3 million of foreclosed assets at December 31, 2002, foreclosed real estate totaled $3.0 million and repossessed automobiles totaled $1.3 million. Of the total real estate assets, three relationships account for $2.4 million. The first relationship has a remaining balance of $1.7 million and involves a motel, condominium units and vacant land in the Branson, Missouri, area. This relationship was described in the December 31, 2001, Annual Report on Form 10-K and was included in non-performing loans at that time. During 2002, a portion of the vacant land with a book value of $650,000 was sold with no additional loss to the Company. The second relationship has a remaining balance of $519,000 and involves a golf course and condominium units in the Branson, Missouri, area. The third relationship has a remaining balance of $275,000 and involves a commercial office building in Joplin, Missouri. Subsequent to December 31, 2002, this building was sold with no additional loss to the Company.
Potential Problem Loans . Potential problem loans decreased $7.3 million, or 39%, from $18.7 million at December 31, 2001, to $11.4 million at December 31, 2002. These 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. Potential problem loans decreased primarily as a result of the $7.3 million commercial real estate credit relationship discussed above under "Non-performing Loans," which was reclassified from potential problem loans to non-performing loans, and other smaller relationships which were removed from or added to the problem asset watchlist. Three unrelated real estate credit relationships, totaling $3.6 million, $1.3 million and $917,000, respectively, account for a majority of this potential problem loan total. The $3.6 million relationship is secured by a motel in Springfield, Missouri. The $1.3 million relationship is secured by a motel in Branson, Missouri. The $917,000 relationship is secured by five single-family homes under construction in Monett, Missouri.
Non-interest Income
Non-interest income increased $3.2 million, or 18.4%, in the year ended December 31, 2002, when compared to the year ended December 31, 2001. The increase was primarily due to an increase of $3.3 million in net realized gains on sales of available-for-sale investment securities. The increase in gain on sale of available-for-sale securities was primarily due to the sale of the Company's holdings of the common stock of another publicly traded company. This transaction was previously discussed in SEC filings by the Company. In addition, the Company sold some of its investments in debt securities to restructure its portfolio and realized the resulting gains and losses.
This increase was partially offset by a decrease in net realized gains on sales of fixed-rate residential and student loans of $181,000, or 10.3%. During 2001, the Company sold one commercial real estate loan that was purchased at a discount from the Resolution Trust Corporation in a prior year, resulting in a gain of $300,000.
Non-Interest Expense
Non-interest expense increased $1.5 million, or 5.6%, in the year ended December 31, 2002, when compared to the year ended December 31, 2001. The increase was primarily due to: (i) an increase of $716,000, or 4.7%, in salaries and employee benefits; (ii) an increase of $607,000, or 12.8%, in net occupancy and equipment expense due primarily to increases in depreciation and various maintenance projects on buildings and equipment: and (iii) expenses on foreclosed assets of $597,000 in 2002 versus expenses on foreclosed assets of $216,000 in 2001. In 2002, the Company incurred higher expenses related to increased levels of foreclosures and repossessions. In addition, the Company recorded $254,000 of provision for losses on foreclosed assets in 2002 compared to a provision of $150,000 in 2001. The increase in salaries and employee benefits primarily relates to normal merit increases for existing employees and the hiring of additional experienced personnel to fill key supervisory and customer sales positions.
This was partially offset by smaller increases and decreases in other expense categories.
Provision for Income Taxes
Provision for income taxes as a percentage of pre-tax income increased slightly from 33.6% for the year ended December 31, 2001, to 34.6% for the year ended December 31, 2002.
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 December 31, 2003 the Company had commitments of approximately $208 million to fund loan originations, issued lines of credit, outstanding letters of credit and unadvanced loans. The majority of these commitments mature within one year.
The following table summarizes the Company's fixed and determinable contractual obligations by payment date as of December 31, 2003. Additional information regarding these contractual obligations is discussed further in Notes 6, 7, 8, 10 and 13 of the Notes to Consolidated Financial Statements.
Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.
The Company's stockholders' equity was $119.5 million, or 7.8% of total assets of $1.54 billion at December 31, 2003, compared to equity of $104.7 million, or 7.5% of total assets of $1.40 billion at December 31, 2002.
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 risked-based capital ratio of 8.00%, and a minimum 4.00% Tier 1 leverage ratio. On December 31, 2003, the Bank's Tier 1 risk-based capital ratio was 10.86%, total risk-based capital ratio was 12.12% and the Tier 1 leverage ratio was 8.88%. As of December 31, 2003, the Bank was "well capitalized" as defined by the Federal banking agencies' capital-related regulations. The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2003, the Company's Tier 1 risk-based capital ratio was 11.05%, total risk-based capital ratio was 12.31% and the Tier 1 leverage ratio was 9.04%. As of December 31, 2003, the Company was "well capitalized" under the capital ratios described above.
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 years ended December 31, 2003, 2002 and 2001, 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, the provision for losses on foreclosed assets, 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 sources of cash flows from operating activities. Operating activities provided cash flows of $33.7 million, $29.2 million and $23.5 million during the years ended December 31, 2003, 2002 and 2001, respectively.
During the years ended December 31, 2003, 2002 and 2001, investing activities used cash of $142.6 million, $64.5 million and $197.4 million, primarily due to the net increase of loans and the net purchases of 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 the issuance of trust preferred securities, purchases of treasury stock and dividend payments to stockholders. Financing activities provided cash flows of $127.8 million, $56.0 million and $168.9 million for the years ended December 31, 2003, 2002 and 2001, respectively. Financing activities in the future are expected to primarily include changes in deposits, changes in FHLBank advances, changes in short-term borrowings, purchases of treasury stock and dividend payments to stockholders.
Dividends . During the year ended December 31, 2003, the Company declared dividends of $0.71 per share (21.3% of net income) and paid dividends of $0.66 per share (19.8% of net income), compared to dividends declared of $0.70 per share (20.8% of net income) and paid of $0.55 per share (16.3% of net income) during the year ended December 31, 2002. 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 year ended December 31, 2003, the Company repurchased 39,276 shares of its common stock at an average price of $39.50 per share and reissued 33,508 shares of treasury stock at an average price of $21.22 per share to cover stock option exercises. During the year ended December 31, 2002, the Company repurchased 38,676 shares of its common stock at an average price of $34.71 per share and reissued 33,262 shares of treasury stock at an average price of $18.78 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 7A. 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.
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 December 31, 2003, 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.
At December 31, 2003, the notional amount of interest rate swaps outstanding was approximately $318.5 million, all consisting of swaps in a receivable position. At December 31, 2002, the notional amount of interest rate swaps outstanding was approximately $270.3 million, all consisting of swaps in a receivable position. The maturities of interest rate swaps outstanding at December 31, 2003 and 2002, in terms of notional amounts and their average pay and receive rates is discussed further in Note 14 of the Notes to Consolidated Financial Statements.
The following tables illustrate the expected maturities and repricing, respectively, of the Bank's financial instruments at December 31, 2003. These schedules do not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. The tables are based on information prepared in accordance with generally accepted accounting principles.
Maturities
|
December 31,
|
2003
Fair Value |
|||||||
|
2004
|
2005
|
2006
|
2007
|
2008
|
Thereafter
|
Total
|
||
| (Dollars in thousands) | ||||||||
| Financial Assets: | ||||||||
| Interest bearing deposits | $7,120 | --- | --- | --- | --- | --- | $7,120 | $7,120 |
| Weighted average rate | .77% | --- | --- | --- | --- | --- | .77% | |
| Available-for-sale equity securities | $12 | --- | --- | --- | --- | $10,604 | $10,616 | $10,616 |
| Weighted average rate | 12.79% | --- | --- | --- | --- | 3.74% | 3.75% | |
| Available-for-sale debt securities | --- | $265 | --- | --- | --- | $248,719 | $248,984 | $248,984 |
| Weighted average rate | --- | 9.01% | --- | --- | --- | 4.41% | 4.42% | |
| Held-to-maturity securities | --- | --- | --- | --- | $223 | $53,721 | $53,944 | $56,558 |
| Weighted average rate | --- | --- | --- | --- | 8.98% | 8.26% | 8.27% | |
| Adjustable rate loans | $180,269 | $81,202 | $93,939 | $72,683 | $56,884 | $250,594 | $735,571 | $739,035 |
| Weighted average rate | 5.29% | 5.22% | 4.59% | 5.42% | 5.05% | 4.88% | 5.05% | |
| Fixed rate loans | $125,749 | $43,356 | $50,288 | $45,440 | $47,227 | $68,244 | $380,304 | $383,076 |
| Weighted average rate | 5.58% | 7.76% | 7.73% | 8.60% | 7.59% | 8.05% | 7.17% | |
| Federal Home Loan Bank stock | --- | --- | --- | --- | --- | $11,785 | $11,785 | $11,785 |
| Weighted average rate | --- | --- | --- | --- | --- | 3.00% | 3.00% | |
| Financial Liabilities: | ||||||||
| Savings deposits | $1,140 | --- | --- | --- | --- | --- | $1,140 | $1,140 |
| Weighted average rate | 1.53% | --- | --- | --- | --- | --- | 1.53% | |
| Time deposits | $298,774 | $67,356 | $22,336 | $9,920 | $22,147 | $250,497 | $671,030 | $673,556 |
| Weighted average rate | 2.03% | 2.48% | 2.36% | 2.87% | 1.66% | 1.19% | 1.77% | |
| Interest-bearing demand | $342,687 | --- | --- | --- | --- | --- | $342,687 | $342,687 |
| Weighted average rate | .92% | --- | --- | --- | --- | --- | .92% | |
| Non-interest-bearing demand | $120,790 | --- | --- | --- | --- | --- | $120,790 | $120,790 |
| Weighted average rate | --- | --- | --- | --- | --- | --- | --- | |
|
Federal Home Loan Bank and
short-term borrowings |
$86,282 | $3,100 | $26,318 | $3,357 | $53,453 | $103,061 | $275,571 | $287,485 |
| Weighted average rate | 1.16% | 6.62% | 1.32% | 7.14% | 1.33% | 3.65% | 2.28% | |
Repricing
|
December 31,
|
2003
Fair Value |
|||||||
|
2004
|
2005
|
2006
|
2007
|
2008
|
Thereafter
|
Total
|
||
| (Dollars in thousands) | ||||||||
| Financial Assets: | ||||||||
| Interest bearing deposits | $7,120 | --- | --- | --- | --- | --- | $7,120 | $7,120 |
| Weighted average rate | .77% | --- | --- | --- | --- | --- | .77% | |
| Available-for-sale equity securities | $7,771 | --- | $2,441 | --- | $404 | --- | $10,616 | $10,616 |
| Weighted average rate | 2.41% | --- | 5.70% | --- | 6.44% | --- | 3.75% | |
| Available-for-sale debt securities | $163,753 | $1,684 | $2,779 | $2,593 | $2,111 | $76,064 | $248,984 | $248,984 |
| Weighted average rate | 4.05% | 10.41% | 9.04% | 8.52% | 5.73% | 4.72% | 4.42% | |
| Held-to-maturity securities | $14,970 | --- | --- | $6,413 | $1,323 | $31,238 | $53,944 | $56,558 |
| Weighted average rate | 5.35% | --- | --- | 7.58% | 7.13% | 9.86% | 8.27% | |
| Adjustable rate loans | $719,063 | $3,372 | $5,496 | $2,795 | $3,885 | $960 | $735,571 | $739,035 |
| Weighted average rate | 5.02% | 7.25% | 6.11% | 6.41% | 5.91% | 5.23% | 5.05% | |
| Fixed rate loans | $125,749 | $43,356 | $50,288 | $45,440 | $47,227 | $68,244 | $380,304 | $383,076 |
| Weighted average rate | 5.58% | 7.76% | 7.73% | 8.60% | 7.59% | 8.05% | 7.17% | |
| Federal Home Loan Bank stock | $11,785 | --- | --- | --- | --- | --- | $11,785 | $11,785 |
| Weighted average rate | 3.00% | --- | --- | --- | --- | --- | 3.00% | |
| Financial Liabilities: | ||||||||
| Savings deposits | $1,140 | --- | --- | --- | --- | --- | $1,140 | $1,140 |
| Weighted average rate | 1.53% | --- | --- | --- | --- | --- | 1.53% | |
| Time deposits | $559,991 | $67,356 | $22,336 | $9,920 | $7,147 | $4,280 | $671,030 | $673,556 |
| Weighted average rate | 1.60% | 2.48% | 2.36% | 2.87% | 2.80% | 5.16% | 1.77% | |
| Interest-bearing demand | $342,687 | --- | --- | --- | --- | --- | $342,687 | $342,687 |
| Weighted average rate | .92% | --- | --- | --- | --- | --- | .92% | |
| Non-interest-bearing demand | $120,790 | --- | --- | --- | --- | --- | $120,790 | $120,790 |
| Weighted average rate | --- | --- | --- | --- | --- | --- | --- | |
| Federal Home Loan Bank and short-term borrowings | $255,711 | $3,100 | $1,318 | $3,357 | $3,452 | $8,633 | $275,571 | $287,485 |
| Weighted average rate | 1.95% | 6.62% | 6.73% | 7.14% | 6.28% | 6.14% | 2.28% | |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Board of Directors
We have audited the consolidated statements of financial condition of Great Southern Bancorp, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Great Southern Bancorp, Inc. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.
Springfield, Missouri
Great Southern Bancorp, Inc.
Springfield, Missouri
January 30, 2004
Consolidated Statements of Financial Condition
December 31, 2003 and 2002
(In Thousands, Except Per Share Data)
Assets
2003
2002
Cash
$ 67,694
$ 55,327
Interest-bearing deposits in other financial institutions
7,120
547
Cash and cash equivalents
74,814
55,874
Available-for-sale securities
259,600
236,269
Held-to-maturity securities
53,944
52,587
Mortgage loans held for sale
1,243
2,636
Loans receivable, net of allowance for loan losses of
$20,844 and $21,288 at December 31, 2003 and
2002, respectively
1,092,954
995,011
Interest receivable
Loans
5,019
5,076
Investments
1,919
1,490
Prepaid expenses and other assets
7,689
16,452
Foreclosed assets held for sale, net
9,034
4,328
Premises and equipment, net
19,892
16,963
Federal Home Loan Bank stock
11,785
14,962
Refundable income taxes
---
990
Deferred income taxes
2,830
---
Total assets
$1,540,723
$1,402,638
See Notes to Consolidated Financial Statements
| Liabilities and Stockholders' Equity | ||||||
|
2003
|
2002
|
|||||
| Liabilities | ||||||
| Deposits | $1,137,427 | $1,021,957 | ||||
| Federal Home Loan Bank advances | 204,787 | 206,226 | ||||
| Short-term borrowings | 53,534 | 43,304 | ||||
| Trust preferred securities | 18,263 | 18,964 | ||||
| Accrued interest payable | 1,679 | 2,485 | ||||
| Advances from borrowers for taxes and insurance | 202 | 229 | ||||
| Accounts payable and accrued expenses | 3,944 | 3,697 | ||||
| Income taxes payable | 1,339 | --- | ||||
| Deferred income taxes |
---
|
1,067
|
||||
| Total liabilities |
1,421,175
|
1,297,929
|
||||
| Stockholders' Equity | ||||||
| Capital stock | ||||||
| Serial preferred stock, $.01 par value; authorized 1,000,000 shares | --- | --- | ||||
|
Common stock, $.01 par value; authorized
20,000,000 shares, issued 12,325,002 shares |
123 | 123 | ||||
| Additional paid-in capital | 17,451 | 17,033 | ||||
| Retained earnings | 164,159 | 145,931 | ||||
| Accumulated other comprehensive income (loss) | ||||||
|
Unrealized gain (loss) on available-for-sale
securities, net of income taxes of $(34) and $1,286 at December 31, 2003 and 2002 |
(65) |
2,568 |
||||
| 181,668 | 165,655 | |||||
|
Less treasury common stock, at cost; December 31,
2003 and 2002 -- 5,473,649 and 5,467,881 shares, respectively |
62,120 |
60,946 |
||||
| Total stockholders' equity |
119,548
|
104,709
|
||||
| Total liabilities and stockholders' equity |
$1,540,723
|
$1,402,638
|
||||
Great Southern Bancorp, Inc.
Consolidated Statements of Income
Years Ended December 31, 2003, 2002 and 2001
(In Thousands, Except Per Share Data)
|
2003
|
2002
|
2001
|
||
| Interest Income | ||||
| Loans | $63,283 | $64,062 | $76,107 | |
| Investment securities and other |
12,896
|
16,099
|
13,390
|
|
|
76,179
|
80,161
|
89,497
|
||
| Interest Expense | ||||
| Deposits | 16,582 | 22,244 | 32,405 | |
| Federal Home Loan Bank advances | 5,400 | 6,852 | 10,339 | |
| Short-term borrowings and trust preferred securities |
1,182
|
1,241
|
3,163
|
|
|
23,164
|
30,337
|
45,907
|
||
| Net Interest Income | 53,015 | 49,824 | 43,590 | |
| Provision for Loan Losses |
4,800
|
5,800
|
5,200
|
|
| Net Interest Income After Provision for Loan Losses |
48,215
|
44,024
|
38,390
|
|
| Noninterest Income | ||||
| Commissions | 5,859 | 5,786 | 5,765 | |
| Service charges and ATM fees | 11,214 | 8,430 | 8,352 | |
| Net gains on loan sales | 2,187 | 1,575 | 1,756 | |
| Net realized gains on sales of available-for-sale securities | 795 | 3,443 | 139 | |
| Other income |
1,775
|
1,186
|
1,237
|
|
|
21,830
|
20,420
|
17,249
|
||
| Noninterest Expense | ||||
| Salaries and employee benefits | 18,739 | 15,842 | 15,126 | |
| Net occupancy expense | 6,335 | 5,337 | 4,730 | |
| Postage | 1,691 | 1,426 | 1,233 | |
| Insurance | 683 | 514 | 485 | |
| Advertising | 735 | 622 | 686 | |
| Office supplies and printing | 855 | 828 | 774 | |
| Expense on foreclosed assets | 1,939 | 597 | 216 | |
| Other operating expenses |
4,615
|
3,765
|
4,156
|
|
|
35,592
|
28,931
|
27,406
|
||
| Income Before Income Taxes | 34,453 | 35,513 | 28,233 | |
| Provision for Income Taxes |
11,362
|
12,301
|
9,475
|
|
| Net Income |
$23,091
|
$23,212
|
$18,758
|
|
| Earnings Per Common Share | ||||
| Basic |
$3.37
|
$3.38
|
$2.72
|
|
| Diluted |
$3.33
|
$3.34
|
$2.70
|
|
Great Southern Bancorp, Inc.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2003, 2002 and 2001
(In Thousands, Except Per Share Data)
| Accumulated | ||||||||
| Other | ||||||||
| Additional | Comprehensive | |||||||
| Comprehensive | Common | Paid-in | Retained | Income | Treasury | |||
|
Income
|
Stock
|
Capital
|
Earnings
|
(Loss)
|
Stock
|
Total
|
||
| Balance, January 1, 2001 | $ --- | $123 | $17,461 | $112,177 | $ 384 | $(59,096) | $71,049 | |
| Net income | 18,758 | --- | --- | 18,758 | --- | --- | 18,758 | |
| Stock issued under Stock Option Plan | --- | --- | (301) | --- | --- | 507 | 206 | |
| Dividends declared, $.50 per share | --- | --- | --- | (3,446) | --- | --- | (3,446) | |
|
Change in unrealized gain on
available-for-sale securities, net of income taxes of $184 |
326 |
--- |
--- |
--- |
326 |
--- |
326 |
|
| Treasury stock purchased |
---
|
---
|
---
|
---
|
---
|
(1,639)
|
(1,639)
|
|
| Comprehensive income |
$19,084
|
|||||||
| Balance, December 31, 2001 | $ --- | 123 | 17,160 | 127,489 | 710 | (60,228) | 85,254 | |
| Net income | 23,212 | --- | --- | 23,212 | --- | --- | 23,212 | |
| Stock issued under Stock Option Plan | --- | --- | (127) | --- | --- | 624 | 497 | |
| Dividends declared, $.70 per share | --- | --- | --- | (4,770) | --- | --- | (4,770) | |
|
Change in unrealized gain on
available-for-sale securities, net of income taxes of $902 |
1,858 |
--- |
--- |
--- |
1,858 |
--- |
1,858 |
|
| Treasury stock purchased |
---
|
---
|
---
|
---
|
---
|
(1,342)
|
(1,342)
|
|
| Comprehensive income |
$25,070
|
|||||||
| Balance, December 31, 2002 | $ --- | 123 | 17,033 | 145,931 | 2,568 | (60,946) | 104,709 | |
| Net income | 23,091 | --- | --- | 23,091 | --- | --- | 23,091 | |
| Stock issued under Stock Option Plan | --- | --- | 418 | --- | --- | 377 | 795 | |
| Dividends declared, $.71 per share | --- | --- | --- | (4,863) | --- | --- | (4,863) | |
|
Change in unrealized loss on
available-for-sale securities, net of income tax benefit of $(1,327) |
(2,633) |
--- |
--- |
--- |
(2,633) |
--- |
(2,633) |
|
| Treasury stock purchased |
---
|
---
|
---
|
---
|
---
|
(1,551)
|
(1,551)
|
|
| Comprehensive income |
$20,458
|
|||||||
| Balance, December 31, 2003 |
$123
|
$17,451
|
$164,159
|
$ (65)
|
$(62,120)
|
$119,548
|
||
Great Southern Bancorp, Inc.
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2003, 2002 and 2001
(In Thousands)
|
2003
|
2002
|
2001
|
||
| Reclassification Disclosure | ||||
|
Unrealized gain (loss) on available-for-sale
securities, net of income taxes of $(1,057) for December 31, 2003; $2,073 for December 31, 2002; $231 for December 31, 2001 |
$(2,108) | $4,130 | $418 | |
|
Less reclassification adjustment for gain
included in net income, net of income taxes of $263 for December 31, 2003; $1,171 for December 31, 2002; $47 for December 31, 2001 |
525 |
2,272 |
92 |
|
|
Change in unrealized gain (loss) on available-for-
sale securities, net of income taxes |
$(2,633)
|
$1,858
|
$326
|
|
Great Southern Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2003, 2002 and 2001
(In Thousands)
|
2003
|
2002
|
2001
|
|||
| Operating Activities | |||||
| Net income | $ 23,091 | $ 23,212 | $ 18,758 | ||
| Proceeds from sales of loans held-for-sale | 146,839 | 106,487 | 104,997 | ||
| Originations of loans held-for-sale | (140,816) | (98,939) | (105,766) | ||
| Items not requiring (providing) cash | |||||
| Depreciation | 2,761 | 2,593 | 2,259 | ||
| Amortization | 149 | 136 | 409 | ||
| Provision for loan losses | 4,800 | 5,800 | 5,200 | ||
| Provision for losses on foreclosed assets | --- | 254 | 150 | ||
| Net gains on loan sales | (2,187) | (1,575) | (1,756) | ||
|
Net realized (gains) losses on available-for-
sale securities |
(795) | (3,443) | (139) | ||
| (Gain) loss on sale of premises and equipment | (160) | (76) | 87 | ||
| (Gain) loss on sale of foreclosed assets | 931 | (271) | (576) | ||
|
Amortization of deferred income, premiums
and discounts |
1,546 | 659 | (1,493) | ||
| Deferred income taxes | (2,569) | (2,654) | (1,306) | ||
| Changes in | |||||
| Interest receivable | (372) | 644 | 1,701 | ||
| Prepaid expenses and other assets | (945) | 132 | 90 | ||
| Accounts payable and accrued expenses | (900) | (3,016) | (933) | ||
| Income taxes refundable/payable |
2,329
|
(725)
|
1,781
|
||
| Net cash provided by operating activities |
33,702
|
29,218
|
23,463
|
||
Great Southern Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2003, 2002 and 2001
(In Thousands)
|
2003
|
2002
|
2001
|
|||
| Investing Activities | |||||
| Net change in loans | $(52,919) | $(29,144) | $(48,976) | ||
| Purchase of loans | (73,897) | (31,448) | (45,990) | ||
| Proceeds from sale of student loans | 9,141 | 10,838 | 11,700 | ||
| Purchase of premises and equipment | (8,676) | (6,876) | (4,956) | ||
| Proceeds from sale of premises and equipment | 3,146 | 235 | 87 | ||
| Proceeds from sale of foreclosed assets | 8,354 | 4,815 | 5,060 | ||
| Capitalized costs on foreclosed assets | (243) | 31 | (523) | ||
|
Proceeds from maturing held-to-maturity
securities |
8,104 | 11,687 | 5 | ||
| Purchase of held-to-maturity securities | (9,450) | (26,811) | (17,315) | ||
|
Proceeds from sale of available-for-sale
securities |
40,703 | 151,265 | 106,292 | ||
|
Proceeds from maturities, calls and
repayments of available-for-sale securities |
119,617 | 90,024 | 161,828 | ||
| Purchase of available-for-sale securities | (189,633) | (239,087) | (363,762) | ||
|
(Purchase) redemption of Federal Home Loan
Bank stock |
3,177 |
--- |
(867) |
||
| Net cash used in investing activities |
(142,576)
|
(64,471)
|
(197,417)
|
||
Great Southern Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2003, 2002 and 2001
(In Thousands)
|
2003
|
2002
|
2001
|
|||
| Financing Activities | |||||
| Net increase (decrease) in certificates of deposit | $ (28,205) | $ 36,730 | $ 117,190 | ||
| Net increase in checking and savings accounts | 152,533 | 90,905 | 15,452 | ||
|
Proceeds from Federal Home Loan Bank
advances and note payable to bank |
1,246,000 | 2,829,500 | 1,459,300 | ||
|
Repayments of Federal Home Loan Bank
advances and note payable to bank |
(1,247,439) | (2,882,017) | (1,450,435) | ||
| Net increase (decrease) in short-term borrowings | 10,230 | (14,459) | 16,068 | ||
|
Proceeds from issuance of trust preferred
securities |
--- | --- | 17,250 | ||
|
Payment of financing costs on trust preferred
securities |
--- | --- | (924) | ||
| Advances to borrowers for taxes and insurance | (27) | (66) | (49) | ||
| Purchase of treasury stock | (1,551) | (1,342) | (1,639) | ||
| Dividends paid | (4,522) | (3,741) | (3,446) | ||
| Stock options exercised |
795
|
497
|
206
|
||
| Net cash provided by financing activities |
127,814
|
56,007
|
168,973
|
||
|
Increase (Decrease) in Cash and Cash
Equivalents |
18,940 | 20,754 | (4,981) | ||
|
Cash and Cash Equivalents, Beginning of
Year |
55,874 |
35,120 |
40,101 |
||
| Cash and Cash Equivalents, End of Year |
$74,814
|
$55,874
|
$35,120
|
||
| Note 1: Nature of Operations and Summary of Significant Accounting Policies | ||
| Nature of Operations | ||
| Great Southern Bancorp, Inc. ("GSBC" or the "Company") operates as a one-bank holding company. GSBC's business primarily consists of the business of Great Southern Bank (the "Bank"), which provides a full range of financial services as well as travel, insurance and investment services through the Company's and the Bank's other wholly owned subsidiaries to customers primarily in southwest and central Missouri. The Company and the Bank are subject to the regulation of certain federal and state agencies and undergo periodic examinations by those regulatory agencies. | ||
| Use of Estimates | ||
| 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties. | ||
| Principles of Consolidation | ||
| The consolidated financial statements include the accounts of Great Southern Bancorp, Inc., its wholly owned subsidiaries, Great Southern Capital Trust I, the Bank and the Bank's wholly owned subsidiaries, Great Southern Real Estate Development Corporation, GSB One LLC (including its wholly owned subsidiary, GSB Two LLC) and Great Southern Financial Corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. | ||
| Reclassifications | ||
| Certain prior periods' amounts have been reclassified to conform to the 2003 financial statements presentation. These reclassifications had no effect on net income. | ||
| Federal Home Loan Bank Stock | ||
| Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in common stock is based on a predetermined formula. | ||
| Securities | ||
| Available-for-sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Unrealized gains and losses are recorded, net of related income tax effects, in other comprehensive income. | ||
| Held-to-maturity securities, which include any security for which the Company has the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. | ||
| Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method. | ||
| Mortgage Loans Held-for-sale | ||
| Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Write-downs to fair value are recognized as a charge to earnings at the time the decline in value occurs. Nonbinding forward commitments to sell individual mortgage loans are generally acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held-for-sale. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Fees received from borrowers to guarantee the funding of mortgage loans held-for-sale and fees paid to investors to ensure the ultimate sale of such mortgage loans are recognized as income or expense when the loans are sold or when it becomes evident that the commitment will not be used. | ||
| Loans | ||
| Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, loans are placed on nonaccrual status at ninety days past due and interest is considered a loss, unless the loan is well secured and in the process of collection. | ||
| Discounts and premiums on purchased loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. | ||
| Allowance for Loan Losses | ||
| The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. | ||
| The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. | ||
| A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price or the fair value of the collateral if the loan is collateral dependent. | ||
| Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify consumer and residential loans for impairment disclosures. | ||
| Foreclosed Assets Held-for-sale | ||
| Assets acquired through, or in lieu of, loan foreclosure are held-for-sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expense on foreclosed assets. | ||
| Premises and Equipment | ||
| Premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line and accelerated methods over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized using the straight-line and accelerated methods over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. | ||
| Loan Servicing and Origination Fee Income | ||
| Loan servicing income represents fees earned for servicing real estate mortgage loans owned by various investors. The fees are generally calculated on the outstanding principal balances of the loans serviced and are recorded as income when earned. Loan origination fees, net of direct loan origination costs, are recognized as income using the level-yield method over the contractual life of the loan. | ||
| Earnings Per Share | ||
| Basic earnings per share is computed based on the weighted average number of shares outstanding during each year. Diluted earnings per share is computed using the weighted average common shares and all potential dilutive common shares outstanding during the period. | ||
| Earnings per share (EPS) were computed as follows: | ||
| Options to purchase 16,600 shares of common stock were outstanding during the year ended December 31, 2002, but were not included in the computation of diluted earnings per share for that year because the options' exercise price was greater than the average market price of the common shares. There were no anti-dilutive options outstanding for the years ended December 31, 2003 and 2001. |
| Stock Option Plan | ||
| The Company has a stock-based employee compensation plan, which is described more fully in Note 18 . 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 FASB Statement No. 123, Accounting for Stock-Based Compensation , to stock-based employee compensation. | ||
| Year Ended December 31, | |||||
|
2003
|
2002
|
2001
|
|||
| (In Thousands, Except Per Share Amounts) | |||||
| Net income, as reported | $23,091 | $23,212 | $18,758 | ||
| Less | |||||
|
Total stock-based employee
compensation cost determined under the fair value based method, net of income taxes |
(383) |
(260) |
(358) |
||
| Pro forma net income |
$22,708
|
$22,952
|
$18,400
|
||
| Earnings per share | |||||
| Basic -- as reported |
$3.37
|
$3.38
|
$2.72
|
||
| Basic -- pro forma |
$3.31
|
$3.34
|
$2.67
|
||
| Diluted -- as reported |
$3.33
|
$3.34
|
$2.70
|
||
| Diluted -- pro forma |
$3.27
|
$3.30
|
$2.65
|
||
| Cash Equivalents | ||
| The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2003 and 2002, cash equivalents consisted of interest-bearing deposits in other financial institutions. | ||
| Income Taxes | ||
| Deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. | ||
| Interest Rate Swaps | ||
| Interest rate swaps are carried at fair value determined using quoted dealer prices and are recognized in the statements of financial condition in the prepaid expenses and other assets caption. The Company uses interest rate swaps to help manage its interest rate risk 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. | ||
| Restriction on Cash and Due From Banks | ||
| The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2003 and 2002, respectively, was $24,176,000 and $13,219,000. | ||
| Recent Accounting Pronouncements | ||
| In January 2003 the Financial Accounting Standards Board (FASB) issued its 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. This liability is, and has been, 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 capital for purposes of regulatory capital calculations. The FASB has issued a revised interpretation of FIN 46, which must be applied to certain variable instruments by March 31, 2004. At that time the Company expects for financial reporting purposes to de-consolidate the trust and to instead report the junior subordinated debentures of the Company owned by the trust. This is not expected to have a significant impact on the Company's financial statements. To date, no final determination has been reached for regulatory reporting purposes and the Federal Reserve Board has instructed bank holding companies to continue to include these securities in regulatory capital calculations until further notice. | ||
| December 31, 2003 | |||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Approximate
Fair Value |
||
| (In Thousands) | |||||
| U.S. government agencies | $ 53,084 | $ --- | $1,160 | $ 51,924 | |
|
Collateralized mortgage
obligations |
8,821 | 124 | --- | 8,945 | |
| Mortgage-backed securities | 170,596 | 1,547 | 640 | 171,503 | |
|
States and political
subdivisions |
7,437 | 23 | 76 | 7,384 | |
| Corporate bonds | 8,408 | 831 | 11 | 9,228 | |
| Equity securities |
11,354
|
38
|
776
|
10,616
|
|
|
$259,700
|
$2,563
|
$2,663
|
$259,600
|
||
| December 31, 2002 | |||||
|
Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Approximate
Fair Value |
||
| (In Thousands) | |||||
| U.S. government agencies | $11,000 | $ --- | $ 2 | $10,998 | |
|
Collateralized mortgage
obligations |
5,082 | --- | 11 | 5,071 | |
| Mortgage-backed securities | 195,904 | 3,093 | 33 | 198,964 | |
| Corporate bonds | 9,156 | 910 | 12 | 10,054 | |
| Equity securities |
11,267
|
181
|
266
|
11,182
|
|
|
$232,409
|
$4,184
|
$324
|
$236,269
|
||
| The amortized cost and fair value of available-for-sale securities at December 31, 2003, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. |
|
Amortized
Cost |
Approximate
Fair Value |
||
| (In Thousands) | |||
| After one through five years | $ 246 | $ 265 | |
| After ten years | 68,683 | 68,272 | |
| Securities not due on a single maturity date | 179,417 | 180,447 | |
| Equity securities |
11,354
|
10,616
|
|
|
$259,700
|
$259,600
|
||
| The amortized cost and approximate fair values of securities classified as held-to-maturity are as follows: |
| The amortized cost and fair value of held-to-maturity securities at December 31, 2003, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. |
|
Amortized
Cost |
Approximate
Fair Value |
||
| (In Thousands) | |||
| After one through five years | $ 223 | $ 225 | |
| After five through ten years | 8,881 | 9,485 | |
| After ten years |
44,840
|
46,848
|
|
|
$53,944
|
$56,558
|
||
| The amortized cost of securities pledged as collateral to secure public deposits and for other purposes amounted to approximately $113,975,000 and $40,668,000 at December 31, 2003 and 2002, respectively, with approximate fair values of $113,908,000 and $40,594,000, respectively. The amortized cost of securities pledged as collateral to secure collateralized borrowing accounts amounted to approximately $69,078,000 and $43,043,000 at December 31, 2003 and 2002, respectively, with approximate fair values of $68,952,000 and $43,334,000, respectively. The amortized cost of securities pledged as collateral to secure Federal Home Loan Bank advances amounted to approximately $35,341,000 and $109,705,000 at December 31, 2003 and 2002, respectively, with approximate fair values of $35,195,000 and $111,069,000, respectively. | |
| Certain investments in debt (and marketable equity) securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2003, was approximately $137,065,000, which is approximately 43.4% of the Company's available-for-sale and held-to-maturity investment portfolio. These declines primarily resulted from recent increase in market interest rates. | |
| Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. | |
| Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified. | |
| The following table shows our investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2003: | |
| Less than 12 Months | 12 Months or More | Total | ||||
|
Description of Securities
|
Fair Value
|
Unrealize
Losses |
Fair Value
|
Unrealized
Losses |
Fair Value
|
Unrealized
Losses |
| U.S. government agencies | $ 51,924 | $1,160 | $ --- | $ --- | $ 51,924 | $1,160 |
| Mortgage-backed securities | 70,294 | 631 | 955 | 9 | 71,249 | 640 |
|
State and political
subdivisions |
3,192 | 76 | --- | --- | 3,192 | 76 |
| Equity securities | 7,385 | 115 | 2,814 | 661 | 10,199 | 776 |
| Corporate bonds and ABS |
---
|
---
|
501
|
11
|
501
|
11
|
|
$132,795
|
$1,982
|
$4,270
|
$681
|
$137,065
|
$2,663
|
|
| Note 3: Loans and Allowance for Loan Losses | |
| Categories of loans at December 31, 2003 and 2002, include: | |
|
2003
|
2002
|
||
| (In Thousands) | |||
| One-to-four family residential mortgage loans | $ 157,747 | $169,506 | |
| Other residential mortgage loans | 107,090 | 84,862 | |
| Commercial real estate loans | 441,784 | 401,942 | |
| Other commercial loans | 92,039 | 91,123 | |
| Construction loans | 301,548 | 212,670 | |
| Installment, education and other loans | 120,525 | 110,182 | |
| Prepaid dealer premium | 2,903 | 2,261 | |
| Discounts on loans purchased | (13) | (37) | |
| Undisbursed portion of loans in process | (109,004) | (55,468) | |
| Allowance for loan losses | (20,844) | (21,288) | |
| Deferred loan fees and gains, net |
(821)
|
(742)
|
|
|
$1,092,954
|
$995,011
|
||
| Transactions in the allowance for loan losses were as follows: | ||||
|
2003
|
2002
|
2001
|
|||
| (In Thousands) | |||||
| Balance, beginning of year | $21,288 | $21,328 | $18,694 | ||
| Provision charged to expense | 4,800 | 5,800 | 5,200 | ||
|
Loans charged off, net of recoveries of $2,300
for 2003, $1,874 for 2002 and $2,335 for 2001 |
(5,244) |
(5,840) |
(2,566) |
||
| Balance, end of year |
$20,844
|
$21,288
|
$21,328
|
||
| The weighted average interest rate on loans receivable at December 31, 2003 and 2002, was 5.46% and 6.10%, respectively. | |
| Loans serviced for others are not included in the accompanying consolidated statements of financial condition. The unpaid principal balances of loans serviced for others were $39,330,000 and $36,826,000 at December 31, 2003 and 2002, respectively. | |
| Gross impaired loans totaled approximately $7,391,000 and $14,521,000 at December 31, 2003 and 2002, respectively. An allowance for loan losses of $918,000 and $1,949,000 relates to these impaired loans at December 31, 2003 and 2002, respectively. There were no impaired loans at December 31, 2003, and two impaired loans at December 31, 2002, without a related allowance for loan losses assigned. | |
| Interest of approximately $304,000, $828,000 and $1,283,000 was received on average impaired loans of approximately $8,716,000, $13,101,000 and $8,056,000 for the years ended December 31, 2003, 2002 and 2001, respectively. Interest of approximately $441,000, $1,831,000 and $1,756,000 would have been recognized on an accrual basis during the years ended December 31, 2003, 2002 and 2001, respectively. | |
| At December 31, 2003 and 2002, accruing loans delinquent 90 days or more totaled approximately $347,000 and $1,024,000, respectively. Nonaccruing loans at December 31, 2003 and 2002, were approximately $7,044,000 and $13,497,000, respectively. | |
| Certain of the Bank's real estate loans are pledged as collateral for borrowings as set forth in Notes 7 and 9 . | |
| Certain directors and executive officers of the Company and the Bank are customers of and had transactions with the Bank in the ordinary course of business. Except for the interest rates on loans secured by personal residences, in the opinion of management, all loans included in such transactions were made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties. Generally, residential loans to all employees and directors have been granted at interest rates 1% above the Bank's cost of funds, subject to annual adjustments. At December 31, 2003 and 2002, loans outstanding to these directors and executive officers are summarized as follows: | |
|
December 31,
2003 |
December 31,
2002 |
||
| (In Thousands) | |||
| Balance, beginning of year | $12,389 | $10,073 | |
| New loans | 9,631 | 6,962 | |
| Payments |
(6,196)
|
(4,646)
|
|
| Balance, end of year |
$15,824
|
$12,389
|
|
| Note 4: Foreclosed Assets Held-for-sale | |
| Activity in the allowance for losses on foreclosed assets was as follows: | |
|
2003
|
2002
|
2001
|
||
| (In Thousands) | ||||
| Balance, beginning of year | $ 0 | $ 150 | $ --- | |
| Provision charged to expense | --- | --- | 150 | |
| Charge-offs, net of recoveries |
---
|
(150)
|
---
|
|
| Balance, end of year |
$ 0
|
$ 0
|
$150
|
|
| Note 5: Premises and Equipment | |
| Major classifications of premises and equipment, stated at cost, are as follows: | |
| December 31, | |||
|
2003
|
2002
|
||
| (In Thousands) | |||
| Land | $ 5,793 | $ 4,728 | |
| Buildings and improvements | 12,512 | 12,957 | |
| Furniture, fixtures and equipment |
16,022
|
13,737
|
|
| 34,327 | 31,422 | ||
| Less accumulated depreciation |
14,435
|
14,459
|
|
|
$19,892
|
$16,963
|
||
| Note 6: Deposits | |
| Deposits are summarized as follows: | |
| Weighted Average | December 31, | |||
|
Interest Rate
|
2003
|
2002
|
||
|
(In Thousands, Except
Interest Rates) |
||||
| Noninterest-bearing accounts | --- | $ 120,790 | $ 94,508 | |
| Interest-bearing checking | .92% - 1.08% | 342,687 | 216,699 | |
| Savings accounts | 1.53% - 1.23% |
1,140
|
876
|
|
|
464,617
|
312,083
|
|||
| Certificate accounts | 0% - 1.99% | 173,617 | 38,962 | |
| 2% - 2.99% | 122,575 | 208,708 | ||
| 3% - 3.99% | 131,248 | 168,186 | ||
| 4% - 4.99% | 96,489 | 62,045 | ||
| 5% - 5.99% | 60,259 | 91,892 | ||
| 6% - 6.99% | 80,618 | 119,145 | ||
| 7% and above |
6,224
|
10,298
|
||
|
671,030
|
699,236
|
|||
|
Interest rate swap fair value
adjustment |
1,780 |
10,638 |
||
|
$1,137,427
|
$1,021,957
|
|||
| The weighted average interest rate on certificates of deposit was 1.77% and 2.38% at December 31, 2003 and 2002, respectively. | |
| The aggregate amount of certificates of deposit originated by the Bank in denominations greater than $100,000 was approximately $96,349,000 and $100,782,000 at December 31, 2003 and 2002, respectively. The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits, which are primarily in denominations of $100,000 or more, was approximately $329,353,000 and $339,820,000 at December 31, 2003 and 2002, respectively. | |
| At December 31, 2003, scheduled maturities of certificates of deposit are as follows (in thousands): | |||
| 2004 | $298,774 | ||
| 2005 | 67,356 | ||
| 2006 | 22,336 | ||
| 2007 | 9,920 | ||
| 2008 | 22,147 | ||
| Thereafter |
250,497
|
||
|
$671,030
|
|||
| Note 7: Advances From Federal Home Loan Bank | |
| Advances from the Federal Home Loan Bank consist of the following: | |
| December 31, 2003 | December 31, 2002 | |||
|
Due In
|
Amount
|
Weighted
Average Interest Rate |
Amount
|
Weighted
Average Interest Rate |
| (In Thousands, Except Interest Rates) | ||||
| 2003 | $ --- | ---% | $ 81,263 | 1.52% |
| 2004 | 32,749 | 1.53 | 25,842 | 2.14 |
| 2005 | 3,100 | 6.62 | 3,201 | 6.62 |
| 2006 | 26,318 | 1.32 | 1,426 | 6.73 |
| 2007 | 3,357 | 7.14 | 3,474 | 7.13 |
| 2008 | 53,452 | 1.33 | 3,579 | 6.29 |
| 2009 and thereafter |
85,811
|
3.74 |
87,441
|
3.89 |
|
$204,787
|
2.55 |
$206,226
|
2.90 | |
| December 31, | |||
|
2003
|
2002
|
||
| (In Thousands) | |||
| Federal funds purchased | $ --- | $ 4,800 | |
| Securities sold under reverse repurchase agreements |
53,534
|
38,504
|
|
|
$53,534
|
$43,304
|
||
| The Bank enters into sales of securities under agreements to repurchase (reverse repurchase agreements). Reverse repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the statements of financial condition. The dollar amount of securities underlying the agreements remains in the asset accounts. Securities underlying the agreements are being held by the Bank during the agreement period. All agreements are written on a one-month or less term. | |
| Short-term borrowings had weighted average interest rates of 0.96% and 1.08% at December 31, 2003 and 2002, respectively. Short-term borrowings averaged approximately $51,361,000 and $33,380,000 for the years ended December 31, 2003 and 2002, respectively. The maximum amounts outstanding at any month end were $66,298,000 and $54,212,000 during those same periods. | |
| Note 9: Note Payable to Bank | |
| Previously, the Company had a line of credit with a commercial bank. The amount available under the line of credit was $12,000,000 at December 31, 2002. There were no amounts outstanding under the line at December 31, 2002. The note bore interest at LIBOR plus 1.25% due quarterly, was secured by all of the common stock of the Bank and matured November 1, 2003. Upon maturity the Company elected to not renew the line of credit. | |
| The Bank has a potentially available $107,582,000 line of credit under a borrowing arrangement with the Federal Reserve Bank at December 31, 2003. The line is secured primarily by commercial loans and was not drawn upon at December 31, 2003. | |
| Note 10: Trust Preferred Securities | |
| Great Southern Capital Trust I (GSBCP), a Delaware business trust subsidiary of the Company, has issued 1,725,000 shares of unsecured 9.00% Cumulative Trust Preferred Securities at $10 per share in an underwritten public offering. The gross proceeds of the offering were used to purchase a 9.00% Subordinated Debenture from the Company. The Company's proceeds from the issuance of the Subordinated Debentures to GSBCP, net of underwriting fees and offering expenses, were $16.3 million. The Company records distributions payable on the trust preferred securities as interest expense for financial reporting purposes. The proceeds from the offering were used to pay off the Company's indebtedness under the previous note payable to bank. The trust preferred securities mature in 2031 and are redeemable at the Company's option beginning in 2006. The trust preferred securities qualify as Tier I capital for regulatory purposes. | |
| The Company entered into an interest rate swap agreement to effectively convert this fixed rate debt to variable rates of interest. The variable rate is three-month LIBOR plus 202 basis points, adjusting quarterly. The initial rate was 6.25% and the rate at December 31, 2003 and 2002, was 3.20% and 3.87%, respectively. | |
| Trust preferred securities are summarized as follows: | |||
|
2003
|
2002
|
||
| (In Thousands) | |||
| Trust preferred securities | $17,250 | $17,250 | |
| Interest rate swap fair value adjustment |
1,013
|
1,714
|
|
|
$18,263
|
$18,964
|
||
| Note 11: Income Taxes | |
| The Company files a consolidated federal income tax return. During the time the Bank operated under a thrift charter, thrifts were allowed a percentage of otherwise taxable income as a statutory bad debt deduction, subject to limitations based on aggregate loans and savings balances. This percentage was most recently 8%. In August 1996 this statutory bad debt deduction was repealed and is no longer available for thrifts. In addition, bad debt allowances accumulated after 1988, which are presently included as a component of the net deferred tax asset, must be recaptured over a six-year period beginning with the period ended December 31, 1998. The amount of the deferred tax liability was fully recaptured by December 31, 2003. | |
| As of December 31, 2003 and 2002, retained earnings includes approximately $17,500,000 for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988. If the Bank were to liquidate, the entire amount would have to be recaptured and would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $6,475,000 at December 31, 2003 and 2002. | |
| The provision for income taxes includes these components: | |
|
2003
|
2002
|
2001
|
||
| (In Thousands) | ||||
| Taxes currently payable | $13,931 | $14,955 | $10,781 | |
| Deferred income taxes |
(2,569)
|
(2,654)
|
(1,306)
|
|
| Income tax expense |
$11,362
|
$12,301
|
$ 9,475
|
|
| The tax effects of temporary differences related to deferred taxes shown on the statements of financial condition were: | |||||
| December 31, | |||||
|
2003
|
2002
|
||||
| (In Thousands) | |||||
| Deferred tax assets | |||||
| Allowance for loan losses | $ 7,295 | $ 7,451 | |||
| Accrued expenses | 323 | 231 | |||
| Partnership tax credits | 214 | 168 | |||
| Excess of cost over fair value of net assets acquired | 200 | 187 | |||
| Unrealized loss on available-for-sale securities | 34 | --- | |||
| Write-down of foreclosed assets | 235 | --- | |||
| Other |
25
|
77
|
|||
|
8,326
|
8,114
|
||||
| Deferred tax liabilities | |||||
| Tax bad debt allowance in excess of base year allowance | --- | (302) | |||
| FHLB stock dividends | (575) | (575) | |||
| Unrealized gain on available-for-sale securities | --- | (1,286) | |||
| Real estate investment trust dividends |
(4,921)
|
(7,018)
|
|||
|
(5,496)
|
(9,181)
|
||||
| Net deferred tax asset (liability) |
$2,830
|
$(1,067)
|
|||
| Note 12: Disclosures About Fair Value of Financial Instruments | ||
| The following methods and assumptions were used to estimate the fair value of each class of financial instruments: | ||
| Cash and Cash Equivalents and Federal Home Loan Bank Stock | ||
| The carrying amount approximates fair value. | ||
| Securities | ||
| Fair values for securities equal quoted market prices, if available. If quoted market prices are not available, fair value is estimated based on quoted market prices of similar securities. | ||
| Mortgage Loans Held-for-sale | ||
| Fair value is estimated using the quoted market prices of similar loans originated. | ||
| Loans and Interest Receivable | ||
| The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics are aggregated for purposes of the calculations. The carrying amount of accrued interest receivable approximates its fair value. | ||
| Deposits and Accrued Interest Payable | ||
| The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date, i.e. , their carrying amounts. The fair value of fixed-maturity certificates of deposit is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value. | ||
| Federal Home Loan Bank Advances | ||
| Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing advances. | ||
| Short-term Borrowings | ||
| The carrying amount approximates fair value. | ||
| Note Payable to Bank and Trust Preferred Securities | ||
| Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. | ||
| Commitments to Originate Loans, Letters of Credit and Lines of Credit | ||
| The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. | ||
| Interest Rate Swaps | ||
| Fair values of interest rate swaps are estimated based on quoted dealer prices. | ||
| The following table presents estimated fair values of the Company's financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate. | ||
| December 31, 2003 | December 31, 2002 | ||||
|
Carrying
Amount |
Fair
Value |
Carrying
Amount |
Fair
Value |
||
| (In Thousands) | |||||
| Financial assets | |||||
| Cash and cash equivalents | $ 74,814 | $ 74,814 | $ 55,874 | $ 55,874 | |
| Available-for-sale securities | 259,600 | 259,600 | 236,269 | 236,269 | |
| Held-to-maturity securities | 53,944 | 56,558 | 52,587 | 55,900 | |
| Mortgage loans held-for-sale | 1,243 | 1,243 | 2,636 | 2,636 | |
|
Loans, net of allowance for loan
losses |
1,092,954 | 1,099,190 | 995,011 | 1,002,983 | |
| Accrued interest receivable | 6,938 | 6,938 | 6,566 | 6,566 | |
| Investment in FHLB stock | 11,785 | 11,785 | 14,962 | 14,962 | |
| Interest rate swaps | 2,794 | 2,794 | 12,353 | 12,353 | |
| December 31, 2003 | December 31, 2002 | ||||||
|
Carrying
Amount |
Fair
Value |
Carrying
Amount |
Fair
Value |
||||
| (In Thousands) | |||||||
| Financial liabilities | |||||||
| Deposits | $1,137,427 | $1,138,173 | 1,021,957 | 1,028,027 | |||
| FHLB advances | 204,787 | 214,632 | 206,226 | 217,894 | |||
| Short-term borrowings | 53,534 | 53,534 | 43,304 | 43,304 | |||
| Trust preferred securities | 18,263 | 18,263 | 18,964 | 18,964 | |||
| Accrued interest payable | 1,679 | 1,679 | 2,485 | 2,485 | |||
|
Unrecognized financial instruments
(net of contractual value) |
|||||||
| Commitments to originate loans | --- | --- | --- | --- | |||
| Letters of credit | 32 | 32 | --- | --- | |||
| Lines of credit | --- | --- | --- | --- | |||
| Note 13: Operating Leases | |
| The Company has entered into various operating leases at several of its locations. Some of the leases have renewal options. | |
| At December 31, 2003, future minimum lease payments are as follows (in thousands): | |
| 2004 | $551 | ||
| 2005 | 369 | ||
| 2006 | 344 | ||
| 2007 | 281 | ||
| 2008 | 273 | ||
| Later Years |
700
|
||
|
$2,518
|
| Rental expense was $497,384, $408,183 and $413,568 for the years ended December 31, 2003, 2002 and 2001, respectively. |
| Note 14: Interest Rate Swaps | |
| 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. | |
| At December 31, 2003, the notional amount of interest rate swaps outstanding was approximately $318,499,000, all consisting of swaps in a receivable position. At December 31, 2002, the notional amount of interest rate swaps outstanding was approximately $270,308,000, all consisting of swaps in a receivable position. The maturities of interest rate swaps outstanding at December 31, 2003 and 2002, in terms of notional amounts and their average pay and receive rates were as follows: | |
| Note 15: Commitments and Credit Risk | ||
| Commitments to Originate Loans | ||
| Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a significant portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate. | ||
| At December 31, 2003 and 2002, the Bank had outstanding commitments to originate loans and fund commercial construction aggregating approximately $20,988,000 and $4,721,000, respectively. The commitments extend over varying periods of time with the majority being disbursed within a 30- to 180-day period. | ||
| Mortgage loans in the process of origination represent amounts that the Bank plans to fund within a normal period of 60 to 90 days, many of which are intended for sale to investors in the secondary market. Total mortgage loans in the process of origination amounted to approximately $2,340,000 and $4,065,000, at December 31, 2003 and 2002, respectively. | ||
| Letters of Credit | ||
| Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. | ||
| The Company had total outstanding letters of credit amounting to approximately $16,009,000 and $15,711,000, at December 31, 2003 and 2002, respectively, with $9,398,000 and $8,282,000, respectively, of the letters of credit having terms up to five years. The remaining $6,611,000 and $7,429,000 at December 31, 2003 and 2002, respectively, consisted of an outstanding letter of credit to guarantee the payment of principal and interest on a Multifamily Housing Refunding Revenue Bond Issue. The Federal Home Loan Bank has issued a letter of credit backing the Bank's letter of credit. | ||
|
2003
|
2002
|
2001
|
|||
| (In Thousands) | |||||
| Noncash Investing and Financing Activities | |||||
| Real estate acquired in settlement of loans | $16,868 | $7,392 | $6,959 | ||
| Sale and financing of foreclosed assets | $3,120 | $1,292 | $2,479 | ||
| Dividends declared but not paid | $1,369 | $1,029 | --- | ||
| Additional Cash Payment Information | |||||
| Interest paid | $23,969 | $33,038 | $46,839 | ||
| Income taxes paid | $11,560 | $15,676 | $9,000 | ||
| Note 17: Employee Benefits | |
| The Company participates in a multi-employer defined benefit plan covering all employees who have met minimum service requirements. The Company's policy is to fund pension cost accrued. Employer contributions charged to expense for the years ended December 31, 2003, 2002 and 2001, were approximately $467,000, $246,000 and $230,000, respectively. As a member of a multi-employer pension plan, disclosures of plan assets and liabilities for individual employers are not required or practicable. | |
| The Company has a defined contribution pension plan covering substantially all employees. The Company matches 100% of the employee's contribution on the first 3% of the employee's compensation, and also matches 50% of the employee's contribution on the next 2% of the employee's compensation. Employer contributions charged to expense for the years ended December 31, 2003, 2002 and 2001, were approximately $290,000, $255,000 and $313,000, respectively. | |
| Note 18: Stock Option Plan | |
| The Company established the 1989 Stock Option and Incentive Plan for employees and directors of the Company and its subsidiaries. Under the plan, stock options or awards may be granted with respect to 1,232,496 shares of common stock. This plan has terminated; therefore, no new stock options or awards may be granted under this plan. At December 31, 2003, there are 19,539 options outstanding under this plan. | |
| The Company established the 1997 Stock Option and Incentive Plan for employees and directors of the Company and its subsidiaries. Under the plan, stock options or awards may be granted with respect to 800,000 shares of common stock. This plan has terminated; therefore, no new stock options or awards may be granted under this plan. At December 31, 2003, there are 168,028 options outstanding under this plan. | |
| In addition, the Board of Directors of the Company established the 2003 Stock Option and Incentive Plan for employees and directors of the Company and its subsidiaries. Under the plan, stock options or awards may be granted with respect to 598,224 shares of common stock. At December 31, 2003, there are 101,475 options outstanding under the plan. | |
| Stock options may be either incentive stock options or nonqualified stock options, and the option price must be at least equal to the fair value of the Company's common stock on the date of grant. Options are granted for a 10-year term and become exercisable in four cumulative annual installments of 25% commencing two years from the date of grant. The Stock Option Committee may accelerate a participant's right to purchase shares under the plan. | |
| Stock awards may be granted to key officers and employees upon terms and conditions determined solely at the discretion of the Stock Option Committee. | |
| The table below summarizes transactions under the Company's stock option plans: |
| The fair value of each option granted is estimated on the date of the grant using the Black Scholes pricing model with the following assumptions: |
|
December 31,
2003 |
December 31,
2002 |
December 31,
2001 |
||
| Dividends per share | $0.72 | $0.56 | $0.50 | |
| Risk-free interest rate | 3.07% | 2.93% | 3.91% | |
| Expected life of options | 5 years | 5 years | 5 years | |
|
Weighted average fair value of options granted
during year |
$9.01 | $9.83 | $19.57 |
| The following table further summarizes information about stock options outstanding at December 31, 2003: |
|
Options Outstanding
|
Options Exercisable
|
||||
|
Range of
Exercise Prices |
Number
Outstanding |
Weighted
Average Remaining Contractual Life |
Weighted
Average Exercise Price |
Number
Exercisable |
Weighted
Average Exercise Price |
| $10.938 to $18.188 | 41,702 | 4.90 years | $16.255 | 21,162 | $16.157 |
| $21.500 to $28.375 | 84,765 | 5.40 years | $25.510 | 43,735 | $25.166 |
| $35.800 to $44.950 | 162,575 | 8.88 years | $39.299 | 3,750 | $40.020 |
| Note 19: Significant Estimates and Concentrations | |
| Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in the footnote regarding loans. Current vulnerabilities due to certain concentrations of credit risk are discussed in the footnotes on deposits and on commitments and credit risk. | |
| Note 20: Regulatory Matters | |
| The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct and material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. | |
| Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier I Capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I Capital (as defined) to adjusted tangible assets (as defined). Management believes, as of December 31, 2003, that the Bank meets all capital adequacy requirements to which it is subject. | |
| As of December 31, 2003, the most recent notification from the Bank's regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier I risk-based and Tier 1 leverage capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category. | |
| The Company's and the Bank's actual capital amounts and ratios are presented in the following table. No amount was deducted from capital for interest-rate risk. | |
| 2003 | ||||
| Three Months Ended | ||||
|
March 31
|
June 30
|
September 30
|
December 31
|
|
| (In Thousands, Except Per Share Data) | ||||
| Interest income | $18,577 | $18,791 | $19,068 | $19,742 |
| Interest expense | 6,245 | 5,906 | 5,503 | 5,509 |
| Provision for loan losses | 1,200 | 1,200 | 1,200 | 1,200 |
|
Net realized gains (losses) on
available-for-sale securities |
114 | --- | 471 | 210 |
| Net income | 5,458 | 5,811 | 6,191 | 5,631 |
| Earnings per common share -- diluted | .79 | .84 | .90 | .81 |
| 2002 | ||||
| Three Months Ended | ||||
|
March 31
|
June 30
|
September 30
|
December 31
|
|
| (In Thousands, Except Per Share Data) | ||||
| Interest income | $19,781 | $20,153 | $20,513 | $19,714 |
| Interest expense | 8,110 | 7,633 | 7,476 | 7,118 |
| Provision for loan losses | 1,350 | 1,650 | 1,300 | 1,500 |
|
Net realized gains (losses) on
available-for-sale securities |
595 | 2,229 | 621 | (2) |
| Net income | 5,402 | 6,534 | 5,919 | 5,357 |
| Earnings per common share -- diluted | .78 | .94 | .85 | .77 |
| 2001 | ||||
| Three Months Ended | ||||
|
March 31
|
June 30
|
September 30
|
December 31
|
|
| (In Thousands, Except Per Share Data) | ||||
| Interest income | $24,842 | $22,096 | $22,127 | $20,432 |
| Interest expense | 13,571 | 12,408 | 10,504 | 9,410 |
| Provision for loan losses | 1,650 | 1,050 | 1,050 | 1,450 |
|
Net realized gains (losses) on
available-for-sale securities |
--- | 268 | 99 | (228) |
| Net income | 4,727 | 4,532 | 4,850 | 4,649 |
| Earnings per common share -- diluted | .67 | .65 | .70 | .68 |
| Note 22: Operating Segments | |
| The Company's banking operation is its only reportable segment. The banking operation is principally engaged in the business of originating residential and commercial real estate loans, commercial business loans and consumer loans and funding these loans through attracting deposits from the general public, originating brokered deposits and borrowing from the Federal Home Loan Bank 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 segment assets and has been prepared using the same accounting policies as those described in the summary of significant accounting policies in Note 1 . There are no material intersegment 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 discount brokerage services. | |
| Year Ended December 31, 2003 | |||
|
Banking
|
All Other
|
Totals
|
|
| (In Thousands) | |||
| Interest income | $76,171 | $8 | $76,179 |
| Interest expense | $23,164 | --- | $23,164 |
| Depreciation and amortization | $2,808 | $102 | $2,910 |
| Provision for income taxes | $11,221 | $141 | $11,362 |
| Segment profit | $22,809 | $282 | $23,091 |
| Segment assets | $1,537,776 | $2,947 | $1,540,723 |
|
Expenditures for additions to premises and
equipment |
$8,659 | $17 | $8,676 |
| Year Ended December 31, 2002 | |||
|
Banking
|
All Other
|
Totals
|
|
| (In Thousands) | |||
| Interest income | $80,117 | $44 | $80,161 |
| Interest expense | $30,337 | --- | $30,337 |
| Depreciation and amortization | $2,607 | $122 | $2,729 |
| Provision for income taxes | $12,105 | $196 | $12,301 |
| Segment profit | $22,840 | $372 | $23,212 |
| Segment assets | $1,398,930 | $3,708 | $1,402,638 |
|
Expenditures for additions to premises and
equipment |
$6,791 | $85 | $6,876 |
| Year Ended December 31, 2001 | |||
|
Banking
|
All Other
|
Totals
|
|
| (In Thousands) | |||
| Interest income | $89,425 | $72 | $89,497 |
| Interest expense | $45,907 | --- | $45,907 |
| Depreciation and amortization | $2,246 | $422 | $2,668 |
| Provision for income taxes | $9,570 | $(95) | $9,475 |
| Segment profit | $18,924 | $(166) | $18,758 |
| Segment assets | $1,319,989 | $3,114 | $1,323,103 |
|
Expenditures for additions to premises and
equipment |
$4,781 | $175 | $4,956 |
| Note 23: Condensed Parent Company Statements | |
| The condensed balance sheets at December 31, 2003 and 2002, and statements of income and cash flows for the years ended December 31, 2003, 2002 and 2001, for the parent company, Great Southern Bancorp, Inc., are as follows: | |
| December 31, | |||||
|
2003
|
2002
|
||||
| (In Thousands) | |||||
| Balance Sheets | |||||
| Assets | |||||
| Cash | $ 1,918 | $ 5,410 | |||
| Available-for-sale securities | --- | 285 | |||
| Investment in subsidiary bank | 134,104 | 116,134 | |||
| Income taxes receivable | 5 | 101 | |||
| Premises and equipment | 160 | 179 | |||
| Prepaid expenses | 846 | 878 | |||
| Other assets |
2,833
|
2,393
|
|||
|
$139,866
|
$125,380
|
||||
| Liabilities and Stockholders' Equity | |||||
| Accounts payable and accrued expenses | $ 1,908 | $ 1,696 | |||
| Trust preferred debentures | 18,263 | 18,964 | |||
| Income taxes payable | 147 | --- | |||
| Deferred income taxes | --- | 11 | |||
| Common stock | 123 | 123 | |||
| Additional paid-in capital | 17,451 | 17,033 | |||
| Retained earnings | 164,159 | 145,931 | |||
|
Unrealized gain (loss) on available-for-sale securities,
net |
(65) | 2,568 | |||
| Treasury stock, at cost |
(62,120)
|
(60,946)
|
|||
|
$139,866
|
$125,380
|
||||
|
2003
|
2002
|
2001
|
||||
| (In Thousands) | ||||||
| Statements of Income | ||||||
| Income | ||||||
|
Dividends from subsidiary
bank |
$ 3,000 | $ 500 | $ 7,300 | |||
| Interest and dividend income | 4 | 178 | 348 | |||
|
Net realized gains on sales
of available-for-sale securities |
233 |
2,240 |
29 |
|||
|
3,237
|
2,918
|
7,677
|
||||
| Expense | ||||||
| Operating expenses | 450 | 485 | 370 | |||
| Interest expense |
594
|
718
|
1,146
|
|||
|
1,044
|
1,203
|
1,516
|
||||
|
Income before income tax and
equity in undistributed earnings of subsidiaries |
2,193 | 1,715 | 6,161 | |||
| Provision (credit) for income taxes |
(316)
|
431
|
(398)
|
|||
|
Income before equity in earnings of
subsidiaries |
2,509 | 1,284 | 6,559 | |||
|
Equity in undistributed earnings
of subsidiaries |
20,582 |
21,928 |
12,199 |
|||
|
$23,091
|
$23,212
|
$18,758
|
||||
|
2003
|
2002
|
2001
|
||||||
| (In Thousands) | ||||||||
| Statements of Cash Flows | ||||||||
| Operating Activities | ||||||||
| Net income | $ 23,091 | $ 23,212 | $ 18,758 | |||||
| Items not requiring (providing) cash | ||||||||
|
Equity in undistributed earnings of
subsidiary |
(20,582) | (21,928) | (12,199) | |||||
| Depreciation | 19 | 16 | 2 | |||||
| Amortization | 31 | 40 | 34 | |||||
|
Net realized (gains) losses on sales of
available-for-sale securities |
(233) | (2,240) | (29) | |||||
| Changes in | ||||||||
| Prepaid expenses and other assets | 1 | (4) | (942) | |||||
| Accounts receivable | (1,141) | --- | --- | |||||
| Accounts payable and accrued expenses | (129) | 127 | 496 | |||||
| Income taxes |
243
|
434
|
(398)
|
|||||
|
Net cash provided by (used in) operating
activities |
1,300 |
(343) |
5,722 |
|||||
| Investing Activities | ||||||||
| Purchase of fixed assets | --- | (65) | --- | |||||
|
Proceeds from sale of available-for-sale
securities |
486 | 9,963 | 129 | |||||
| Other investments | --- | (50) | --- | |||||
| Investment in subsidiary |
---
|
---
|
(534)
|
|||||
|
Net cash provided by (used in)
investing activities |
486 |
9,848 |
(405) |
|||||
| Financing Activities | ||||||||
| Proceeds from issuance of trust preferred securities | --- | --- | 17,250 | |||||
| Net decrease in short-term borrowings | --- | --- | (17,841) | |||||
| Dividends paid | (4,522) | (3,741) | (3,446) | |||||
| Stock options exercised | 795 | 497 | 206 | |||||
| Treasury stock purchased |
(1,551)
|
(1,342)
|
(1,639)
|
|||||
| Net cash used in financing activities |
(5,278)
|
(4,586)
|
(5,470)
|
|||||
| Increase (Decrease) in Cash | (3,492) | 4,919 | (153) | |||||
| Cash, Beginning of Year |
5,410
|
491
|
644
|
|||||
| Cash, End of Year |
$ 1,918
|
$ 5,410
|
$ 491
|
|||||
| Additional Cash Payment Information | ||||||||
| Interest paid | $ 597 | $ 720 | $ 1,186 | |||||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
An evaluation of our disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the "Exchange Act")) was carried out as of December 31, 2003 under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and several other members of our senior management. Our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2003, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) accumulated and communicated to our management (including our 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.
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.
During the quarter ended December 31, 2003, no change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Directors of the Registrant
Nominees to Serve a Three-Year Term Expiring at the 2007 Annual Meeting
William V. Turner, age 71, has served as the Chairman of the Board of Great Southern since 1974, Chief Executive Officer of Great Southern from 1974 to 2000, and President of Great Southern from 1974 to 1997. Mr. W. Turner has served in similar capacities with Bancorp since its incorporation in 1989. Mr. W. Turner has also served as Chairman of the Board and President of Great Southern Financial Corporation (a subsidiary of Great Southern) since its incorporation in 1974. Mr. W. Turner is the father of Joseph W. Turner, who is a Director and the Chief Executive Officer and President of Bancorp and Great Southern. Mr. W. Turner is also the father of Julie T. Brown, who is a Director of Bancorp and Great Southern.
Julie T. Brown, age 42, was first appointed a Director of Great Southern and Bancorp in 2002. Ms. Brown is an attorney and shareholder with the Springfield, Missouri law firm of Carnahan, Evans, Cantwell and Brown, P.C. having joined the firm in February 1996. Carnahan, Evans, Cantwell and Brown, P.C. represents both Great Southern and Bancorp in corporate matters. Ms. Brown is active in local civic affairs, serving on the Boards of the Community Foundation of the Ozarks, and the Discovery Center of Springfield, among others. Ms. Brown is the daughter of William V. Turner, who is a Director and the Chairman of the Board of Bancorp and Great Southern, and the sister of Joseph W. Turner, who is a Director and the Chief Executive Officer and President of Bancorp and Great Southern.
Earl A. Steinert, Jr., age 67, was first appointed a Director of Great Southern and Bancorp in 2004. Mr. Steinert has been a practicing Certified Public Accountant since 1962. He is co-owner of EAS Investment Enterprises Inc., which owns and operates two Hampton Inns and a Hampton Inn and Suites in Springfield, Missouri. He is also managing general partner/owner of Mid American Real Estate Partners, which owns and operates apartments. Mr. Steinert is a member of the American Institute of Certified Public Accountants and Missouri Society of CPAs. None of these entities are affiliated with Bancorp.
Information with Respect to the Continuing Directors
In addition to the nominees proposed to serve on the Bancorp Board of Directors, the following individuals are also members of the Bancorp Board, for a term ending on the date of the annual meeting of stockholders in the year indicated. The principal occupation and business experience for the last five years and certain other information with respect to each continuing director of Bancorp is set forth below. The information concerning the continuing directors has been furnished by them to Bancorp.
Directors Serving a Three-Year Term Expiring at the 2005 Annual Meeting
William E. Barclay, age 74, was first elected a Director of Great Southern in 1975 and of Bancorp in 1989. Mr. Barclay is the founder and has served as President and/or Chairman of Auto-Magic Full Service Car Washes in Springfield, Missouri since 1962. Mr. Barclay also founded Barclay Love Oil Company in Springfield, Missouri in 1964, founded a chain of Ye Ole Buggy Bath Self-Service Car Washes in Springfield, Missouri in 1978 and opened a Jiffy Lube franchise in Springfield, Missouri in 1987. None of these entities are affiliated with Bancorp.
Larry D. Frazier, age 66, was first elected a Director of Great Southern and of Bancorp in May 1992. Mr. Frazier was elected a Director of Great Southern Financial Corporation (a subsidiary of Great Southern) in 1976, where he served until his election as Director of Great Southern and Bancorp. Mr. Frazier is retired from White River Valley Electric Cooperative in Branson, Missouri, where he served as Chief Executive Officer from 1975 to 1998. Mr. Frazier also has served as President of Rural Missouri Cable T.V., Inc. since 1979. These entities are not affiliated with Bancorp.
Directors Serving a Three-Year Term Expiring at the 2006 Annual Meeting
Thomas J. Carlson, age 51, was first appointed a Director of Bancorp in January 2001. He is the co-owner of Carlson Gardner, Inc., a real estate development company that has been in business since 1993. He co-owns and is a member of Missouri Equity Partners, L.L.C. and Mid America Property Management, L.L.C. He is the President and Chief Executive Officer of Pointe Royale Development, Inc., a real estate development company. Mr. Carlson serves on the Board of Directors of ITEC Attractions, Inc., which owns the IMAX Theater in Branson, Missouri. Mr. Carlson, an attorney, is active in local political and civic affairs. He was a member of the Springfield City Council from 1983 to 1985, serving as Mayor Pro Tem from 1985 to 1987. He was Mayor of the City of Springfield from 1987 to 1993. Thereafter, he served on the Springfield-Branson Regional Airport Board. In 1997, he was again re-elected to the Springfield City Council. In 2001, he was again elected Mayor of the City of Springfield, a position he continues to hold. None of these entities are affiliated with Bancorp.
Joseph W. Turner, age 39, joined Great Southern in 1991 and became an officer of Bancorp in 1995. Mr. J. Turner became a Director in 1997 and currently serves as President and Chief Executive Officer of Bancorp and Great Southern. Prior to joining Great Southern, Mr. J. Turner was an attorney with the Kansas City, Missouri law firm of Stinson, Mag and Fizzell. Mr. J. Turner is the son of William V. Turner, who is a Director and the Chairman of the Board of Bancorp and Great Southern. Mr. J. Turner is the brother of Julie T. Brown, who is a Director of Bancorp and Great Southern.
(b) Executive Officers of the Registrant
Included under Part I of this Form 10-K.
(c) Audit Committee Membership
The Audit Committee of Bancorp's Board of Directors consists of Directors Barclay, Carlson, Frazier and Steinert. The Board of Directors has determined that Mr. Steinert is an "audit committee financial expert," as defined in the SEC's rules, and that Mr. Steinert is "independent," as independence is defined for audit committee members in the listing standards of the Nasdaq Stock Market.
(d) Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires Bancorp's directors, its executive officers and persons
who own more than ten percent of the Common Stock, to file reports detailing their ownership and changes
of ownership in the Common Stock with the SEC and to furnish Bancorp with copies of all such ownership
reports. Based solely on Bancorp's review of the copies of the ownership reports furnished to Bancorp, and
written representations relative to the filing of certain forms, Bancorp is aware of one late filing for William
V. Turner for one transaction in June 2003; two late filings for Joseph W. Turner for one transaction in April
2003 and one transaction in December 2003; three late filings for Julie T. Brown for one transaction in
August 2003, one transaction in April 2003 and one transaction in January 2003; one late filing for Steven
G. Mitchem for one transaction in April 2003; one late filing for Larry A. Larimore for one transaction in
April 2003; one late filing for Douglas W. Marrs for one transaction in April 2003; one late filing for Larry
D. Frazier for one transaction in August 2003; one late filing for Thomas J. Carlson for one transaction in
August 2003; and one late filing for William E. Barclay for one transaction in August 2003.
(e) Code of Ethics
On February 18, 2004, the Company adopted a revised written Code of Ethics based upon the
standards set forth under Item 406 of the SEC's Regulation S-K. The Code of Ethics
applies to all of the Company's directors, officers and employees. A copy of the Company's Code of Ethics
is being filed with the SEC as Exhibit 14 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth information concerning the compensation of William V. Turner, the Chairman of the Board; Joseph W. Turner, the President and Chief Executive Officer; Rex A. Copeland, the Treasurer; and Steven G. Mitchem, the Chief Lending Officer of Great Southern Bank. No other executive officer earned a salary and bonus in excess of $100,000 for fiscal 2003.
|
Annual Compensation
|
Long-Term
Compensation Awards |
||||
|
Name and Principal Position
|
Year
|
Salary
($) (1) |
Bonus
($) |
Options
(#) |
All Other
Compensation ($) (2) |
| William V. Turner | Fiscal 2003 | 218,530 | 172,268 | 8,000 | 119,927 |
| Chairman of the Board | Fiscal 2002 | 239,071 | 176,731 | 7,500 | 117,039 |
| Fiscal 2001 | 232,329 | 140,308 | 7,500 | 113,717 | |
| Joseph W. Turner | Fiscal 2003 | 201,934 | 172,268 | 8,000 | 10,932 |
| Chief Executive Officer and | Fiscal 2002 | 198,938 | 176,731 | 7,500 | 9,657 |
| President | Fiscal 2001 | 188,370 | 140,308 | 7,500 | 13,751 |
| Rex A. Copeland | Fiscal 2003 | 130,667 | 14,410 | 3,500 | 6,068 |
| Treasurer | Fiscal 2002 | 122,500 | 13,530 | 3,000 | 5,696 |
| Fiscal 2001 | 110,750 | 12,210 | 3,000 | 497 | |
| Steven G. Mitchem | Fiscal 2003 | 115,798 | 12,766 | 3,500 | 5,425 |
| Chief Lending Officer | Fiscal 2002 | 109,792 | 12,100 | 3,000 | 5,145 |
| Fiscal 2001 | 104,583 | 11,550 | 3,000 | 4,292 | |
| (1) | Includes directors' fees for Mr. W. Turner of $36,000, $36,000 and $32,100 for fiscal 2003, fiscal 2002 and fiscal 2001, respectively; and for Mr. J. Turner of $24,000, $24,000 and $19,500 for fiscal 2003, fiscal 2002 and fiscal 2001, respectively. |
| (2) | Fiscal 2003 includes: (a) company matching contributions to Bancorp's 401(k) plan (Mr. W. Turner - $8,000, Mr. J. Turner - $8,000, Mr. R. Copeland - $5,789 and Mr. S. Mitchem - $5,146), (b) term life insurance premiums paid by Great Southern for the benefit of Mr. W. Turner - $279, Mr. J. Turner - $279, Mr. R. Copeland - $279 and Mr. S. Mitchem - $279, (c) compensation under applicable Internal Revenue Service regulations for personal use of Great Southern's aircraft by Mr. W. Turner - $3,162 and Mr. J. Turner - $2,653 and (d) annual benefit payments under Bancorp's pension plan to Mr. W. Turner - $108,486. |
Option Grants During the Fiscal Year Ended December 31, 2003
The following table sets forth options to acquire shares of Common Stock which were granted during fiscal 2003 to the executive officers named in the Summary Compensation Table.
|
Individual Grants
|
||||||
|
Name
|
Number of
Securities Underlying Options Granted (#) (1) |
% of Total
Options Granted to All Employees in Fiscal 2003 |
Exercise or
Base Price ($ per share) |
Expiration
Date |
Potential Realizable
Value at Assumed Annual Rate of Stock Price Appreciation for Option Term |
|
|
5% ($)
|
10% ($)
|
|||||
| William V. Turner | 8,000 | 7.7% | $40.24 | 9-25-2013 | $202,454 | $513,058 |
| Joseph W. Turner | 8,000 | 7.7 | 40.24 | 9-25-2013 | 202,454 | 513,058 |
| Rex A. Copeland | 3,500 | 3.4 | 40.24 | 9-25-2013 | 88,574 | 224,463 |
| Steven G. Mitchem | 3,500 | 3.4 | 40.24 | 9-25-2013 | 88,574 | 224,463 |
| (1) | Options for William V. Turner, Joseph W. Turner, Rex A. Copeland and Steven G. Mitchem vest 25% per year after a two year holding period beginning on the date of grant (September 25, 2003), and must be exercised within 10 years of the grant. |
Option Exercises and Fiscal Year-End Values
The following table sets forth all stock options exercised by the named executives during fiscal 2003 and the number and value of unexercised options held by such executive officers at December 31, 2003.
|
Number of Securities
Underlying Unexercised Options at Fiscal Year-End (#) |
Value of Unexercised
In-the-Money Options at Fiscal Year-End ($) (2) |
|||||
|
Name
|
Shares
Acquired on Exercise (#) |
Value
Realized ($) (1) |
||||
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
| William V. Turner | 3,750 | $72,276 | 9,375 | 19,250 | $187,920 | $206,507 |
| Joseph W. Turner | 5,000 | 68,613 | 16,250 | 19,250 | 353,381 | 206,507 |
| Rex A. Copeland | 1,250 | 22,229 | 1,270 | 12,290 | 31,305 | 200,015 |
| Steven G. Mitchem | --- | --- | 2,900 | 10,300 | 72,625 | 142,668 |
| (1) | Value realized is calculated based on the difference between the option exercise price and the closing market price of the Common Stock on the date of exercise multiplied by the number of shares to which the exercise relates. |
| (2) | The value of unexercised options was calculated at a per share price of $46.37, based on the closing price of the Common Stock as reported on the Nasdaq National Market System on December 31, 2003, less the exercise price per share. |
Employment Agreements
William V. Turner and Joseph W. Turner (the "Employees") have entered into employment agreements with Great Southern (the "Employment Agreements"). The Employment Agreements provide for an annual base salary in an amount not less than the Employee's then-current salary and an initial term of five years with respect to Mr. W. Turner, and five years with respect to Mr. J. Turner. The Employment Agreements provide for an extension of one year, in addition to the then-remaining term, on each anniversary of the effective date of the agreements subject to the Board's discretion. The Employment Agreements provide that Great Southern may terminate the employment of either of the Employees for "cause," as defined in the Employment Agreements, at any time. The Employment Agreements also provide that in the event Great Southern chooses to terminate the employment of either of the Employees for reasons other than for cause, or in the event either of the Employees resigns from Great Southern upon the failure of the Great Southern Board of Directors to reelect the Employee to his current office or upon a material lessening of his functions, duties or responsibilities, the employee would be entitled to the payments owed for the remaining term of the agreement. If the employment of either of the Employees is terminated in connection with or within 12 months of a "change in control" of Great Southern or Bancorp, each of the Employees would be entitled to (i) a lump sum payment equal to 299% of the Employee's base amount of compensation as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and (ii) continued payment of his salary under the applicable Employment Agreement for the term of the agreement. If Messrs. W. Turner and J. Turner had been entitled to the lump sum payments described in clause (i) of the preceding sentence as of December 31, 2003, the payments would have amounted to $1,231,672 and $887,973, respectively.
Directors' Compensation
Directors of Bancorp receive a monthly fee of $500, which is the only compensation paid to directors by Bancorp. Directors of Great Southern receive a monthly fee of $1,500, except for William V. Turner, the Chairman of the Board of Directors, who receives a monthly fee of $1,900. The director of Great Southern Financial Corporation, who is William V. Turner, receives a monthly fee of $600 for his service on that board. The directors of Bancorp and its subsidiaries are not paid any fees for committee service and are not reimbursed for their costs in attending the Board of Directors or any committee meetings.
Benefits
Pension Plan. Great Southern's employees are included in the Pentegra Retirement Fund, a multiple employer comprehensive pension plan. This noncontributory defined benefit retirement plan covers all employees who have met minimum service requirements.
The following table illustrates annual pension benefits payable upon retirement, subject to limits established by federal law, based on various levels of compensation and years of service and assuming payment in the form of a straight-life annuity. Covered compensation includes all regular and overtime pay excluding bonuses and commissions. At December 31, 2003, Messrs. J. Turner, R. Copeland and S. Mitchem had 11, 3 and 12 years, respectively, of credited service under the pension plan. Mr. W. Turner is no longer accruing additional benefits under the plan and, in 2003, received annual benefit payments of $108,486 under the pension plan. The benefits under this plan are not subject to Social Security or other offsets.
|
Average Annual |
Years of Service
|
|||
|
Covered Compensation
|
10
|
20
|
30
|
40
|
| $ 50,000 | $10,000 | $ 20,000 | $ 30,000 | $ 40,000 |
| 100,000 | 20,000 | 40,000 | 60,000 | 80,000 |
| 150,000 | 30,000 | 60,000 | 90,000 | 120,000 |
| 200,000 | 40,000 | 80,000 | 120,000 | 160,000 (1) |
| 250,000 | 50,000 | 100,000 | 150,000 | 160,000 (1) |
| 300,000 | 60,000 | 120,000 | 160,000 (1) | 160,000 (1) |
| 350,000 | 70,000 | 140,000 | 160,000 (1) | 160,000 (1) |
| 400,000 | 80,000 | 160,000 (1) | 160,000 (1) | 160,000 (1) |
| 450,000 | 90,000 | 160,000 (1) | 160,000 (1) | 160,000 (1) |
| ________________ | ||||
|
(1)
The maximum retirement benefit currently permitted by federal law is $160,000 per year
for this type of plan. |
||||
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information, as of March 8, 2004 (the "Record Date") as to those persons believed by management of Bancorp to be beneficial owners of more than five percent of the outstanding shares of Common Stock. Persons, legal or natural, and groups beneficially owning in excess of five percent of the Common Stock are required to file certain reports regarding such ownership with Bancorp and with the United States Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Where appropriate, historical information set forth below is based on the most recent Schedule 13D or 13G filed on behalf of such person with Bancorp. Other than those persons listed below, management is not aware of any person or group that owns more than five percent of the Common Stock as of the Record Date.
|
Name and Address
|
Amount and
|
Percent of
|
|
William V. Turner
Ann S. Turner Turner Family Limited Partnership Turner Family Foundation 925 St. Andrews Circle Springfield, MO 65809 |
1,039,802 (3) | 15.15% |
|
Robert M. Mahoney
Joyce B. Mahoney Tri-States Company 4940 S. Farm Road 189 Suite 500 Rogersville, MO 65742 |
527,384 (4) | 7.70 |
|
Earl A. Steinert, Jr.
1736 E. Sunshine Springfield, MO 65804 |
460,500 (5) | 6.72 |
| (1) | Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities. |
| (2) | The percentage ownership is based on the number of shares outstanding as of the Record Date. |
| (3) | Under Rule 13d-3 under the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days of that date. This figure includes 9,375 shares which may be acquired through option exercises by William V. Turner. This figure also includes 36,978 shares held in various capacities by Ann S. Turner, Mr. W. Turner's wife, which Mr. W. Turner may be deemed to beneficially own, 14,826 shares held by the Turner Family Foundation which Mr. and Mrs. Turner may be deemed to beneficially own and 783,012 shares held by the Turner Family Limited Partnership which Mr. and Mrs. W. Turner may be deemed to beneficially own. Mr. W. Turner disclaims beneficial ownership as to shares beneficially owned by Ann S. Turner and the Turner Family Foundation, and 258,678 shares owned by the Turner Family Limited Partnership. This figure also includes 195,611 shares held in various capacities by William V. Turner, Mrs. Turner's husband, which Mrs. Turner may be deemed to beneficially own. Mrs. Turner disclaims beneficial ownership as to shares beneficially owned by William V. Turner, and 258,768 shares owned by the Turner Family Limited Partnership. |
| (4) | Robert M. Mahoney, Joyce B. Mahoney and Tri-States Service Company reported ownership of 486,184 shares in a Schedule 13D filed on July 3, 1997. The Schedule 13D was a joint filing pursuant to Rule 13d-1(k)(1) of the Exchange Act. Joyce B. Mahoney and Tri-States Service Company disclaim beneficial ownership as to all shares. Robert M. Mahoney reported sole voting and dispositive power as to all shares. Robert M. Mahoney notified the Company that he purchased an additional 41,200 shares during 2001, reporting total ownership as Robert Mahoney Trust - 215,867 shares, Joyce Mahoney Trust - 215,867 shares and Tri-States Service Company - 95,650 shares. |
| (5) | As reported by Earl A. Steinert, Jr. in a Schedule 13D filed on March 13, 1997. Earl A. Steinert, Jr. reported sole voting and dispositive power as to 391,500 shares and shared voting and dispositive power as to 69,000 shares. The 69,000 shares include 54,000 shares held by Earl A. Steinert, Jr. Trustee of the Earl A. Steinert Trust II and 15,000 shares held by Dorothy E. Steinert, Earl A. Steinert and Barbara Lee Stole, Joint Tenants. Earl A. Steinert, Jr. disclaims beneficial ownership as to these 69,000 shares. |
Stock Ownership of Management
The following table sets forth information, as of the Record Date, as to shares of Common Stock beneficially owned by the directors and nominees named under "Item 10. Directors and Executive Officers of the Registrant" above, the executive officers named in the Summary Compensation Table under "Item 11. Executive Compensation" above, and the directors and all executive officers of Bancorp as a group. Each beneficial owner listed has sole voting and dispositive power with respect to the shares of Common Stock reported, except as otherwise indicated.
|
Name of Beneficial Owner
|
Amount and
|
Percent of
|
| William V. Turner | 1,039,802 (3) | 15.15% |
| Earl A. Steinert, Jr. | 460,500 (4) | 6.72 |
| Joseph W. Turner | 56,592 (5) | .82 |
| Larry D. Frazier | 55,000 | .80 |
| William E. Barclay | 8,048 | .12 |
| Julie T. Brown | 3,432 | .05 |
| Thomas J. Carlson | 1,500 | .02 |
| Steven G. Mitchem | 38,163 (6) | .56 |
| Rex A. Copeland | 5,968 (7) | .09 |
| Directors and Executive Officers | ||
| as a Group (11 persons) | 1,673,534 (8) | 24.32 |
| (1) | Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain family members, by certain related entities or by trusts of which the directors and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director or executive officer may be deemed to have sole or shared voting and/or dispositive powers. Under Rule 13d-3 the Exchange Act, share amounts shown for Bancorp's officers and directors include shares that they may acquire upon the exercise of options that are exercisable at the Record Date or will become exercisable within 60 days of that date. Due to the rules for determining beneficial ownership, the same securities may be attributed as being beneficially owned by more than one person. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities. |
| (2) | The percentage ownership is based on the number of shares outstanding as of the Record Date. |
| (3) | For a detailed discussion of Mr. W. Turner's ownership, see Footnote 3 to the immediately preceding table. |
| (4) | For a detailed discussion of Mr. Steinert's ownership, see Footnote 5 to the immediately preceding table. |
| (5) | This figure includes 11,250 shares that may be acquired through option exercises. |
| (6) | This figure includes 3,200 shares that may be acquired through option exercises. |
| (7) | This figure includes 2,520 shares that may be acquired through option exercises. |
| (8) | The figure includes an aggregate of 29,347 shares that may be acquired through option exercises by all directors and executive officers as a group. |
The following table sets forth information as of December 31, 2003 with respect to compensation plans under which shares of our common stock may be issued:
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Great Southern, like many financial institutions, has from time to time extended loans to its officers, directors and employees, generally for the financing of their personal residences, at favorable interest rates. Generally, residential loans have been granted at interest rates 1% above Great Southern's cost of funds, subject to annual adjustments. Other than the interest rate, these loans have been made in the ordinary course of business, on substantially the same terms and collateral as those of comparable transactions prevailing at the time, and, in the opinion of management, do not involve more than the normal risk of collectibility or present other unfavorable features. All loans by Great Southern to its directors and executive officers are subject to regulations restricting loans and other transactions with affiliated persons of Great Southern. Great Southern may also grant loans to officers, directors and employees, their related interests and their immediate family members in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons which, in the opinion of management, do not involve more than the normal risk of collectibility or present other unfavorable features.
No directors, executive officers or their affiliates, had aggregate indebtedness to Great Southern on below market rate loans exceeding $60,000 at any time since January 1, 2003 except as noted below.
|
Name
|
Position
|
Date of
Loan |
Largest
Amount Outstanding Since 01/01/03 |
Balance
as of 12/31/03 |
Interest
Rate at 12/31/03 |
Type
|
| Joseph W. Turner |
CEO and President of Bancorp
and Great Southern |
09/14/98 | $280,668 | $273,489 | 2.56% | Home Mortgage |
| Rex A. Copeland |
Treasurer of Bancorp; Senior
Vice President and CFO of Great Southern |
06/01/00 | 174,876 | 167,242 | 2.86% | Home Mortgage |
| Steven G. Mitchem |
Senior Vice President and Chief
Lending Officer of Great Southern |
06/22/98 | 136,965 | 131,595 | 2.58% | Home Mortgage |
| Larry A. Larimore |
Secretary of Bancorp and Great
Southern; Vice President of Great Southern |
08/17/00 | 207,974 | 203,146 | 2.69% | Home Mortgage |
| Douglas W. Marrs |
Vice President - Operations of
Great Southern |
08/06/01 | 97,824 | 95,670 | 2.69% | Home Mortgage |
| Julie T. Brown | Director | 07/30/03 | 346,000 | 340,979 | 2.69% | Home Mortgage |
| Thomas J. Carlson | Director | 07/01/03 | 284,000 | 281,419 | 2.69% | Home Mortgage |
| William E. Barclay | Director | 10/14/03 | 412,000 | 411,240 | 2.58% | Home Mortgage |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the fiscal years ended December 31, 2003 and 2002, BKD, LLP provided various audit, audit related and non-audit services to Bancorp. Set forth below are the aggregate fees billed for these services:
| (a) | Audit Fees: Aggregate fees billed for professional services rendered for the audit of Bancorp's annual financial statements, reviews of financial statements included in Bancorp's Quarterly Reports on Form 10-Q and internal control attestations for those fiscal years: $101,075 - 2003; $90,700 - 2002. | |
| (b) | Audit Related Fees: Aggregate fees billed for professional services rendered related to audits of employee benefit plans and consultation on accounting matters: $22,375 - 2003; $29,115 - 2002. | |
| (c) | Tax Fees: Aggregate fees billed for professional services rendered related to tax compliance, tax advice and tax consultations: $14,160 - 2003; $6,200 - 2002. | |
| (d) | All other fees: Aggregate fees billed for all other professional services, including compliance work, 401(k) plan administration and internal audit (2002 only): $14,425 - 2003; $39,990 - 2002. |
The audit committee preapproves all audit and permissible non-audit services to be provided by BKD, LLP and the estimated fees for these services.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
| (a) | List of Documents Filed as Part of This Report | ||||
| (1) | Financial Statements | ||||
| The Consolidated Financial Statements and Independent Accountants' Report are included in Item 8. | |||||
| (2) | Financial Statement Schedules | ||||
| Inapplicable. | |||||
| (3) | List of Exhibits | ||||
| Exhibits incorporated by reference below are incorporated by reference pursuant to Rule 12b-32. | |||||
| (2) | Plan of acquisition, reorganization, arrangement, liquidation, or succession | ||||
| Inapplicable. | |||||
| (3) | Articles of incorporation and Bylaws | ||||
| (i) | The Registrant's Certificate of Incorporation previously filed with the Commission (File no. 33- 30597) as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 dated August 18,1989, is incorporated herein by reference as Exhibit 3.1. | ||||
| (ii) | The Registrant's Certificate of Amendment of Certificate of Incorporation previously field with the Commission as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997, is incorporated herein by reference as Exhibit 3.2. | ||||
| (iii) | The Registrant's Bylaws, as amended, previously filed with the Commission (File no. 33-30597) as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for fiscal year ended June 30, 1990, is incorporated herein by reference as Exhibit 3.3. | ||||
| (4) | Instruments defining the rights of security holders, including indentures | ||||
| Inapplicable. | |||||
| (9) | Voting trust agreement | ||||
| Inapplicable. | |||||
| (10) | Material contracts | ||||
| The Registrant's 1989 Stock Option and Incentive Plan previously filed with the Commission (File no. 33- 30597) as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, is incorporated herein by reference as Exhibit 10.1. | |||||
| An Employment Agreement dated September 18, 2002 between the Registrant and William V. Turner is attached hereto as Exhibit 10.2. | |||||
| An Employment Agreement dated September 18, 2002 between the Registrant and Joseph W. Turner is attached hereto as Exhibit 10.4. | |||||
| The Registrant's 1997 Stock Option and Incentive Plan previously filed with the Commission (File no. 33-30597) as Annex A to the Registrant's Definitive Proxy Statement for the fiscal year ended June 30, 1997, is incorporated herein by reference as Exhibit 10.5. | |||||
| The Registrant's 2003 Stock Option and Incentive Plan previously filed with the Commission (File No. 33-30597) as Annex A to the Registrant's Definitive Proxy Statement for the fiscal year ended December 31, 2002, is incorporated herein by reference as Exhibit 10.6. | |||||
| (11) | Statement re computation of per share earnings | ||||
| The Statement re computation of per share earnings is included in Note 1 of the Consolidated Financial Statements under Part II, Item 8 above. | |||||
| (12) | Statements re computation of ratios | ||||
| The Statement re computation of ratio of earnings to fixed charges is attached hereto as Exhibit 12. | |||||
| (13) | Annual report to security holders, Form 10-Q or quarterly report to security holders | ||||
| Inapplicable. | |||||
| (14) | Code of Ethics | ||||
| The Code of Ethics is attached as Exhibit 14. | |||||
| (16) | Letter re change in certifying accountant | ||||
| Inapplicable. | |||||
| (18) | Letter re change in accounting principles | ||||
| Inapplicable. | |||||
| (21) | Subsidiaries of the registrant | ||||
| A listing of the Registrant's subsidiaries is attached hereto as Exhibit 21. | |||||
| (22) | Published report regarding matters submitted to vote of security holders | ||||
| Inapplicable. | |||||
| (23) | Consents of experts and counsel | ||||
| The consent of BKD, LLP to the incorporation by reference into the Form S-8 previously filed on December 16, 1992 with the Commission (File no. 33-55832) of their report on the financial statements included in this Form 10-K, is attached hereto as Exhibit 23. | |||||
| (24) | Power of attorney | ||||
| Included as part of signature page. | |||||
| (99) | Additional Exhibits | ||||
| Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| (b) | Reports on Form 8-K | ||||
| 1. | Report filed on January 20, 2004, to disclose a press release announcing the Registrant's financial results for its fourth quarter and fiscal year ended December 31, 2003. | ||||
Pursuant to the requirements of Section 13 or 15(d) 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.
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GREAT SOUTHERN BANCORP, INC.
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| Date: March 15, 2004 | By: |
/s/ Joseph W. Turner
Joseph W. Turner President, Chief Executive Officer and Director ( Duly Authorized Representative ) |
We, the undersigned officers and directors of Great Southern Bancorp, Inc., hereby severally and individually constitute and appoint Joseph W. Turner and Rex A. Copeland, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
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Signature
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Capacity in Which Signed
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Date
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/s/ Joseph W. Turner
Joseph W. Turner |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
March 15, 2004 |
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/s/ William V. Turner
William V. Turner |
Chairman of the Board | March 15, 2004 |
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/s/ Rex A. Copeland
Rex A. Copeland |
Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
March 15, 2004 |
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/s/ William E. Barclay
William E. Barclay |
Director | March 15, 2004 |
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/s/ Larry D. Frazier
Larry D. Frazier |
Director | March 15, 2004 |
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/s/ Thomas J. Carlson
Thomas J. Carlson |
Director | March 15, 2004 |
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/s/ Julie T. Brown
Julie T. Brown |
Director | March 15, 2004 |
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/s/ Earl A. Steinert, Jr.
Earl A. Steinert, Jr. |
Director | March 15, 2004 |
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Exhibit
No. |
Document
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| 10.2 | Employment Agreement of William V. Turner |
| 10.4 | Employment Agreement of Joseph W. Turner |
| 12 | Statement of Ratio of Earnings to Fixed Charges |
| 14 | Code of Ethics |
| 21 | Subsidiaries of the Registrant |
| 23 | Consent of BKD, LLP, Certified Public Accountants |
| 31.1 | Certification Required by Securities Exchange Act of 1934 Rule 13a-14(a) |
| 31.2 | Certification Required by Securities Exchange Act of 1934 Rule 13a-14(a) |
| 32 | Section 1350 Certifications |
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 18th day of September, 2002, by and between Great Southern Bancorp, Inc. (the "Company") and William V. Turner (the "Employee").
WHEREAS, the Employee serves as the Chairman of the board of directors of the Company and of the Company's wholly-owned subsidiary, Great Southern Bank (the "Bank");
WHEREAS, the Employee has an existing employment agreement entered into as of January 1, 1990 and amended as of January 19, 2000 (the "Prior Employment Agreement") which he is willing to terminate in consideration of this Agreement becoming effective;
WHEREAS, the board of directors of the Company (the "Board of Directors") believes it is in the best interests of the Company and its subsidiaries for the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Company and its subsidiaries; and
WHEREAS, the Board of Directors has approved and authorized the execution of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions .
(a) The term "Change in Control" means (1) an event with respect to the Company or the Bank that is determined by the Board of Directors to constitute an acquisition of control of the Company or the Bank within the meaning of the Bank Holding Company Act of 1956, as amended, or Change in Bank Control Act, 12 U.S.C. § 1817(j), and applicable regulations; (2) an event that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the Effective Date, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (3) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company or the Bank representing 25% or more of the combined voting power of the Company's or the Bank's outstanding securities; (4) individuals who are members of the Board of Directors on the Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (5) approval by the Company's stockholders of a plan of reorganization, merger or consolidation of the Company in which the Company is not the resulting entity, a sale of all or substantially all of the assets of the Company, a similar transaction in which the Company is not the resulting entity, or a transaction at the completion of which the former stockholders of the acquired corporation become the holders of more than 40% of the outstanding common stock of the Company and the Company is the resulting entity of such transaction; or (6) an event that constitutes a change in ownership, a change in effective control or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"); provided that the term "Change in Control" shall not include an acquisition of securities by an employee benefit plan of the Bank or the Company. In the application of regulations under the Bank Holding Company Act or Change in Bank Control Act, determinations to be made by the applicable federal banking regulator shall be made by the Board of Directors.
(b) The term "Consolidated Subsidiaries" means any subsidiary or subsidiaries of the Company (or its successors) that are part of the consolidated group of the Company (or its successors) for federal income tax reporting.
(c) The term "Date of Termination" means the date upon which the Employee's employment with the Company or the Bank or both ceases, as specified in a notice of termination pursuant to Section 8 of this Agreement.
(d) The term "Effective Date" means October 1, 2002.
(e) The term "Involuntarily Termination" means the termination of the employment of Employee (i) by either the Company or the Bank or both without his express written consent; or (ii) by the Employee by reason of a material diminution of or interference with his duties, responsibilities or benefits, including (without limitation) any of the following actions unless consented to in writing by the Employee: (1) a requirement that the Employee be based at any place other than Springfield, Missouri, or within 50 miles thereof, except for reasonable travel on Company or Bank business; (2) a material demotion of the Employee; (3) a material reduction in the number or seniority of personnel reporting to the Employee or a material reduction in the frequency with which, or in the nature of the matters with respect to which such personnel are to report to the Employee, other than as part of a Bank- or Company-wide reduction in staff; (4) a reduction in the Employee's salary or a material adverse change in the Employee's perquisites, benefits, contingent benefits or vacation, other than prior to a Change in Control as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank or the Company; (5) a material permanent increase in the required hours of work or the workload of the Employee; or (6) the failure of the Board of Directors (or a board of directors of a successor of the Company) to elect him as Chairman of the Company (or a successor of the Company) or any action by the Board of Directors (or a board of directors of a successor of the Company) removing him from any of such office, or the failure of the board of directors of the Bank (or any successor of the Bank) to elect him as Chairman of the Bank (or any successor of the Bank) or any action by such board (or board of a successor of the Bank) removing him from any of such office. The term "Involuntary Termination" does not include Termination for Cause or termination of employment due to permanent disability pursuant to Section 7(g) of this Agreement, retirement, death or suspension or temporary or permanent prohibition from participation in the conduct of the affairs of a depository institution under Section 8 of the Federal Deposit Insurance Act.
(f) The terms "Termination for Cause" and "Terminated for Cause" mean termination of the employment of the Employee with either the Company or the Bank, as the case may be, because of the Employee's dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (excluding violations which do not have an adverse affect on the Company or the Bank) or final cease-and-desist order, or (except as provided below) material breach of any provision of this Agreement. No act or failure to act by the Employee shall be considered willful unless the Employee acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board of Directors the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.
2. Term; Termination of Prior Employment Agreement . The term of this Agreement shall be a period of five years commencing on the Effective Date, subject to earlier termination as provided herein. On each anniversary of this Agreement the term shall be extended for a period of one year in addition to the then-remaining term, provided that the Company has not given notice to the Employee in writing at least 90 days prior to such anniversary that the term of this Agreement shall not be extended further, and provided further that the Employee has not received an unsatisfactory performance review by either the Board of Directors or the board of directors of the Bank. The Employee's Prior Employment Agreement shall terminate immediately prior to the Effective Date, subject to reinstatement as provided in Section 16 below.
3.
Employment
. The Employee is employed as the Chairman of the Company and the Bank. As such, the
Employee shall render administrative and management services as are customarily performed by persons situated in
similar executive capacities, and shall have such other powers and duties as the Board of Directors or the board of
directors of the Bank may prescribe from time to time. The Employee shall also render services to any subsidiary or
subsidiaries of the Company or the Bank as requested by the Company or the Bank from time to time consistent with
4. Cash Compensation .
(a) Salary . The Company agrees to pay the Employee during the term of this Agreement a base salary (the "Company Salary") the annualized amount of which shall be not less than the annualized aggregate amount of the Employee's base salary from the Company and any Consolidated Subsidiaries in effect at the Effective Date; provided that any amounts of salary actually paid to the Employee by any Consolidated Subsidiaries shall reduce the amount to be paid by the Company to the Employee. The Company Salary, excluding the bonus, shall be paid no less frequently than monthly and shall be subject to customary tax withholding. The amount of the Employee's Company Salary shall be increased (but shall not be decreased other than prior to a Change in Control as part of an overall program applied uniformly and with equitable effect to all members of senior management of the Company or the Bank) from time to time in accordance with the amounts of salary approved by the Board of Directors or the board of directors of any of the Consolidated Subsidiaries after the Effective Date.
(b) Bonuses . The Employee shall be entitled to participate in an equitable manner with all other executive officers of the Company and the Bank in such performance-based and discretionary bonuses, if any, as are authorized and declared by the Board of Directors for executive officers of the Company and by the board of directors of the Bank for executive officers of the Bank. Additionally, the Employee shall continue to receive a bonus payable annually equal to 1/2% of the Company's fiscal year pre-tax earnings.
(c) Expenses . The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in performing services under this Agreement in accordance with the policies and procedures applicable to the executive officers of the Company and the Bank, provided that the Employee accounts for such expenses as required under such policies and procedures.
(d) Deferral of Non-Deductible Compensation . In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Code) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually), to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31 st , in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.
5. Benefits .
(a) Participation in Benefit Plans . The Employee shall be entitled to participate, to the same extent as executive officers of the Company and the Bank generally, in all plans of the Company and the Bank relating to pension, retirement, thrift, profit-sharing, savings, group or other life insurance, hospitalization, medical and dental coverage, travel and accident insurance, education, cash bonuses, and other retirement or employee benefits or combinations thereof. In addition, the Employee shall be entitled to be considered for benefits under all of the stock and stock option related plans in which the Company's or the Bank's executive officers are eligible or become eligible to participate.
(b) Fringe Benefits . The Employee shall be eligible to participate in, and receive benefits under, any other fringe benefit plans or perquisites which are or may become generally available to the Company's or the Bank's executive officers, including but not limited to supplemental retirement, incentive compensation, supplemental medical or life insurance plans, company cars, club dues, physical examinations, financial planning and tax preparation services.
6. Vacations; Leave . The Employee shall be entitled to annual paid vacation in accordance with the policies established by the Board of Directors and the board of directors of the Bank for executive officers, in no event less than four weeks per year, and to voluntary leaves of absence, with or without pay, from time to time at such times and upon such conditions as the Board of Directors may determine in its discretion.
7. Termination of Employment .
(a) Involuntary Termination . If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, during the portion of the term of this Agreement remaining following the Date of Termination (the "Liquidated Damage Period"), as damages for breach of contract (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and the Bank for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the "Employee's Health Coverage").
(b) Reduction of the Company's Obligations Under Section 7(a) .
(1) In the event that the Employee becomes entitled to liquidated damages pursuant to Section 7(a), (i) the Company's obligation thereunder with respect to cash damages shall be reduced by the amount of the Employee's earned income within the meaning of 4,6 911(d)(2)(A) of the Code, if any, earned from providing personal services during the Liquidated Damage Period; and (ii) the Company's obligation to maintain Health Coverage shall be reduced to the extent, if any, that the Employee receives such benefits, on no less favorable terms, from another employer during the Liquidated Damage Period. To the extent the provisions of this Section 7(b)(1) are applicable and an overpayment has been made to the Employee as of the expiration of Liquidated Damage Period, the Employee shall reimburse the Company in an amount equal to the after tax benefit realized by the Employee from such overpayment (i.e. amount realized net of all federal, state, local, employment and medicare taxes). In making the reimbursement calculation it shall be presumed that the Employee is subject to the highest marginal federal and state income tax rates.
(2) The Employee agrees that in the event he becomes entitled to liquidated damages pursuant to Section 7(a), throughout the Liquidated Damage Period, he shall promptly inform the Company of the nature and amounts of earned income and the type of health benefits and coverage which he earns or receives from providing personal services, and shall provide such documentation of such earned income and such health benefits and coverage as the Company may request. In the event of changes to such earned income or such health benefits or coverage from time to time, the Employee shall inform the Company of such changes, in each case within five days after the change occurs, and shall provide such documentation concerning the change as the Company may request.
(c) Change in Control; Cut Back; and Tax Gross Up . In the event that the Employee experiences an Involuntary Termination within the 12 months preceding, at the time of, or within 24 months following a Change in Control, in addition to the Company's obligations under Section 7(a) of this Agreement, the Company shall pay to the Employee in cash, within 30 days after the later of the date of such Change in Control or the Date of Termination, an amount equal to 299% of the Employee's "base amount" as determined under Section 280G of the Code.
In the event that any payments, distributions or benefits provided or to be provided to the Employee, whether pursuant to this Agreement or from other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries ( excluding the Gross Up Payment and Additional Gross Up Payment (as such terms are hereinafter defined)) (collectively, the "Payment") would be subject to excise tax under Section 4999 of the Code (such excise tax and any penalties and interest collectively, the "Penalty Tax"), the Company shall pay to the Employee in cash an additional amount equal to the Adjusted Gross Up Payment. The "Gross Up Payment" shall be an amount such that after payment by the Employee of all federal, state, local, employment and medicare taxes thereon (and any penalties and interest with respect thereto), the Employee retains on an after tax basis a portion of such amount equal to the aggregate of 100% of the Penalty Tax imposed upon the Payment and 100% of the Penalty Tax imposed upon the Adjusted Gross Up Payment.
For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits subject to the Penalty Tax shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. In the event that, after the Gross Up Payment is made, the Employee becomes entitled to receive a refund of any portion of the Penalty Tax, the Employee shall promptly pay to the Company 100% of such Penalty Tax refund attributable to the Payment (together with 100% of any interest paid or credited thereon by the Internal Revenue Service) and 100% of the Penalty Tax refund attributable to the Gross Up Payment (together with 100% of any interest paid or credited thereon by the Internal Revenue Service).
As a result of the uncertainty regarding the application of Section 4999 of the Code, it is possible that the Internal Revenue Service may assert that the Penalty Tax due is in excess of the amount of the anticipated Penalty Tax used in calculating the Adjusted Gross Up Payment (such excess amount is hereafter referred to as the "Underpayment"). In such event, the Company shall pay to the Employee, in immediately available funds, at the time the Underpayment is assessed or otherwise determined, an additional amount equal to the Additional Gross Up Payment. The "Additional Gross Up Payment" shall be an amount such that after payment by the Employee of all federal, state, local, employment and medicare taxes thereon (and any penalties and interest with respect thereto), the Employee retains on an after tax basis a portion of such amount equal to the aggregate of (i) 100% of the portion of the Underpayment attributable to the Payment, (ii) 100% of the portion of the Underpayment attributable to the Adjusted Gross Up Payment and (iii) 100% of the Penalty Tax imposed on the Additional Gross Up Payment.
(d) Termination for Cause . In the event of Termination for Cause, the Company shall have no further obligation to the Employee under this Agreement after the Date of Termination other than deferred amounts under Section 4(d).
(e) Voluntary Termination . The Employee may terminate his employment voluntarily at any time by a notice pursuant to Section 8 of this Agreement. In the event that the Employee voluntarily terminates his employment other than by reason of any of the actions that constitute Involuntary Termination under Section 1(e)(ii) of this Agreement ("Voluntary Termination"), the Company shall be obligated to the Employee for the amount of his Company Salary and benefits only through the Date of Termination, at the time such payments are due, and the Company shall have no further obligation to the Employee under this Agreement except as provided in Sections 4(d).
(f) Death . In the event of the death of the Employee while employed under this Agreement and prior to any termination of employment, the Company shall pay to the Employee's estate, or such person as the Employee may have previously designated in writing, (i) the Company Salary which was not previously paid to the Employee and the Company Salary which he would have earned if he had continued to be employed under this Agreement through the 180th day after the date on which the Employee died; (ii) the amounts of any benefits or awards which, pursuant to the terms of any applicable plan or plans, were earned with respect to the fiscal year in which the Employee died and which the Employee would have been entitled to receive if he had continued to be employed, and the amount of any bonus or incentive compensation for such fiscal year which the Employee would have been entitled to receive if he had continued to be employed, pro-rated in accordance with the portion of the fiscal year prior to his death, provided that such amounts shall be payable when and as ordinarily payable under the applicable plans; and (iii) the unpaid deferred amounts under Section 4(d).
(g)
Permanent Disability
. For purposes of this Agreement, the term "permanently disabled" means
that the Employee has a mental or physical infirmity which permanently impairs his ability to perform substantially his
(h) Regulatory Action . Notwithstanding any other provisions of this Agreement:
(1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the affairs of a depository institution by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. § 1818(e)(4) and (g)(1), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected; and
(2) If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default, but this provision shall not affect any vested rights of the contracting parties; and
8. Notice of Termination . In the event that the Company or the Bank, or both, desire to terminate the employment of the Employee during the term of this Agreement, the Company or the Bank, or both, shall deliver to the Employee a written notice of termination, stating whether such termination constitutes Termination for Cause or Involuntary Termination, setting forth in reasonable detail the facts and circumstances that are the basis for the termination, and specifying the date upon which employment shall terminate, which date shall be at least 30 days after the date upon which the notice is delivered, except in the case of Termination for Cause. In the event that the Employee determines in good faith that he has experienced an Involuntary Termination of his employment, he shall send a written notice to the Company stating the circumstances that constitute such Involuntary Termination and the date upon which his employment shall have ceased due to such Involuntary Termination. In the event that the Employee desires to effect a Voluntary Termination, he shall deliver a written notice to the Company, stating the date upon which employment shall terminate, which date shall be at least 30 days after the date upon which the notice is delivered, unless the parties agree to a date sooner.
9. Attorneys Fees . The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Employee as a result of (i) the Employee's contesting or disputing any termination of employment, or (ii) the Employee's seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company (or its successors) or the Consolidated Subsidiaries under which the Employee is or may be entitled to receive benefits; provided that the Company's obligation to pay such fees and expenses is subject to the Employee's prevailing with respect to the matters in dispute in any action initiated by the Employee or the Employee's having been determined to have acted reasonably and in good faith with respect to any action initiated by the Company or the Bank.
10. Non-Disclosure and Non-Solicitation .
(a)
Non-Disclosure
. The Employee acknowledges that he has acquired, and will continue to
acquire while employed by the Company and/or any Consolidated Subsidiary, special knowledge of the business, affairs,
strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and
which constitutes confidential and proprietary business information owned by the Company and the Consolidated
Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae,
processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the
Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to
be offered or developed by the Company and/or the Consolidated Subsidiaries ("Confidential Information"). The
Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his
employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any
person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the
Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for
information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose
any Confidential Information the Employee shall provide the Company with prompt written notice of any such request
or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate
(b) Non-Solicitation . During the three year period next following the Date of Termination, the Employee shall not directly or indirectly solicit, encourage, or induce any person while employed by the Company or any Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary, (ii) cease his or her employment with the Company or any Consolidated Subsidiary or (iii) accept employment with another entity or person.
The provisions of this Section 10 shall survive any termination of the Employee's employment and any termination of this Agreement.
11. No Assignments .
(a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms as provided for an Involuntary Termination under Section 7 hereof. For purposes of implementing the provisions of this Section 11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
12. Notice . For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Company at its home office, to the attention of the Board of Directors with a copy to the Secretary of the Company, or, if to the Employee, to such home or other address as the Employee has most recently provided in writing to the Company.
13. Amendments . No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided.
14. Headings . The headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
15. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
16.
Reinstatement of Prior Agreement
. Notwithstanding anything contained in this Agreement to the
contrary, the parties hereto agree that in the event a Change in Control as described in Section 1(a)(6) occurs within one
17. Governing Law . This Agreement shall be governed by the laws of the State of Missouri.
18. Arbitration . Any dispute or controversy arising under or in connection with this Agreement (other than relating to the enforcement of the provisions of Sections 7(e)(2) and 10) shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
19. Equitable and Other Judicial Relief . In the event of an actual or threatened breach by the Employee of any of the provisions of Section 7(e)(2) or 10, the Company shall be entitled to equitable relief in the form of an injunction from a court of competent jurisdiction and such other equitable and legal relief as such court deems appropriate under the circumstances. The parties agree that the Company shall not be required to post any bond in connection with the grant or issuance of an injunction (preliminary, temporary and/or permanent) by a court of competent jurisdiction, and if a bond is nevertheless required, the parties agree that it shall be in a nominal amount. The parties further agree that in the event of a breach by the Employee of any of the provisions of Section 7(e)(2) or 10, the Company will suffer irreparable damage and its remedy at law against the Employee is inadequate to compensate it for such damage.
20. Satisfaction of the Company's Obligations by the Bank . To the extent that the Bank or any other of the Company's consolidated subsidiaries pays salary to the Employee or provides benefits to him which the Company is obligated to pay or provide under this Agreement, the Company's obligations under this Agreement shall be deemed to be satisfied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
| Attest: | Great Southern Bancorp, Inc. |
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/s/ Larry Larimore
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/s/ Rex A. Copeland
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| Secretary | By: Rex A. Copeland |
| Its: Treasurer | |
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| Employee | |
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/s/ William V. Turner
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| William V. Turner |
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 18th day of September, 2002, by and between Great Southern Bancorp, Inc. (the "Company") and Joseph W. Turner (the "Employee").
WHEREAS, the Employee serves as the President and Chief Executive Officer of the Company and of the Company's wholly-owned subsidiary, Great Southern Bank (the "Bank");
WHEREAS, the Employee has an existing employment agreement entered into as of January 1, 1990 and amended as of January 19, 2000 (the "Prior Employment Agreement") which he is willing to terminate in consideration of this Agreement becoming effective;
WHEREAS, the board of directors of the Company (the "Board of Directors") believes it is in the best interests of the Company and its subsidiaries for the Company to enter into this Agreement with the Employee in order to assure continuity of management of the Company and its subsidiaries; and
WHEREAS, the Board of Directors has approved and authorized the execution of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions .
(a) The term "Change in Control" means (1) an event with respect to the Company or the Bank that is determined by the Board of Directors to constitute an acquisition of control of the Company or the Bank within the meaning of the Bank Holding Company Act of 1956, as amended, or Change in Bank Control Act, 12 U.S.C. § 1817(j), and applicable regulations; (2) an event that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the Effective Date, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (3) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company or the Bank representing 25% or more of the combined voting power of the Company's or the Bank's outstanding securities; (4) individuals who are members of the Board of Directors on the Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (5) approval by the Company's stockholders of a plan of reorganization, merger or consolidation of the Company in which the Company is not the resulting entity, a sale of all or substantially all of the assets of the Company, a similar transaction in which the Company is not the resulting entity, or a transaction at the completion of which the former stockholders of the acquired corporation become the holders of more than 40% of the outstanding common stock of the Company and the Company is the resulting entity of such transaction; or (6) an event that constitutes a change in ownership, a change in effective control or a change in the ownership of a substantial portion of the assets of the Corporation or the Bank, for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"); provided that the term "Change in Control" shall not include an acquisition of securities by an employee benefit plan of the Bank or the Company. In the application of regulations under the Bank Holding Company Act or Change in Bank Control Act, determinations to be made by the applicable federal banking regulator shall be made by the Board of Directors.
(b) The term "Consolidated Subsidiaries" means any subsidiary or subsidiaries of the Company (or its successors) that are part of the consolidated group of the Company (or its successors) for federal income tax reporting.
(c) The term "Date of Termination" means the date upon which the Employee's employment with the Company or the Bank or both ceases, as specified in a notice of termination pursuant to Section 8 of this Agreement.
(d) The term "Effective Date" means October 1, 2002.
(e) The term "Involuntarily Termination" means the termination of the employment of Employee (i) by either the Company or the Bank or both without his express written consent; or (ii) by the Employee by reason of a material diminution of or interference with his duties, responsibilities or benefits, including (without limitation) any of the following actions unless consented to in writing by the Employee: (1) a requirement that the Employee be based at any place other than Springfield, Missouri, or within 50 miles thereof, except for reasonable travel on Company or Bank business; (2) a material demotion of the Employee; (3) a material reduction in the number or seniority of personnel reporting to the Employee or a material reduction in the frequency with which, or in the nature of the matters with respect to which such personnel are to report to the Employee, other than as part of a Bank- or Company-wide reduction in staff; (4) a reduction in the Employee's salary or a material adverse change in the Employee's perquisites, benefits, contingent benefits or vacation, other than prior to a Change in Control as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank or the Company; (5) a material permanent increase in the required hours of work or the workload of the Employee; or (6) the failure of the Board of Directors (or a board of directors of a successor of the Company) to elect him as President and Chief Executive Officer of the Company (or a successor of the Company) or any action by the Board of Directors (or a board of directors of a successor of the Company) removing him from any of such office, or the failure of the board of directors of the Bank (or any successor of the Bank) to elect him as President and Chief Executive Officer of the Bank (or any successor of the Bank) or any action by such board (or board of a successor of the Bank) removing him from any of such office. The term "Involuntary Termination" does not include Termination for Cause or termination of employment due to permanent disability pursuant to Section 7(g) of this Agreement, retirement, death or suspension or temporary or permanent prohibition from participation in the conduct of the affairs of a depository institution under Section 8 of the Federal Deposit Insurance Act.
(f) The terms "Termination for Cause" and "Terminated for Cause" mean termination of the employment of the Employee with either the Company or the Bank, as the case may be, because of the Employee's dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (excluding violations which do not have an adverse affect on the Company or the Bank) or final cease-and-desist order, or (except as provided below) material breach of any provision of this Agreement. No act or failure to act by the Employee shall be considered willful unless the Employee acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. The Employee shall not be deemed to have been Terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board of Directors the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail.
2. Term; Termination of Prior Employment Agreement . The term of this Agreement shall be a period of five years commencing on the Effective Date, subject to earlier termination as provided herein. On each anniversary of this Agreement the term shall be extended for a period of one year in addition to the then-remaining term, provided that the Company has not given notice to the Employee in writing at least 90 days prior to such anniversary that the term of this Agreement shall not be extended further, and provided further that the Employee has not received an unsatisfactory performance review by either the Board of Directors or the board of directors of the Bank. The Employee's Prior Employment Agreement shall terminate immediately prior to the Effective Date, subject to reinstatement as provided in Section 16 below.
3.
Employment
. The Employee is employed as the President and Chief Executive Officer of the Company and
the Bank. As such, the Employee shall render administrative and management services as are customarily performed
by persons situated in similar executive capacities, and shall have such other powers and duties as the Board of Directors
or the board of directors of the Bank may prescribe from time to time. The Employee shall also render services to any
4. Cash Compensation .
(a) Salary . The Company agrees to pay the Employee during the term of this Agreement a base salary (the "Company Salary") the annualized amount of which shall be not less than the annualized aggregate amount of the Employee's base salary from the Company and any Consolidated Subsidiaries in effect at the Effective Date; provided that any amounts of salary actually paid to the Employee by any Consolidated Subsidiaries shall reduce the amount to be paid by the Company to the Employee. The Company Salary, excluding the bonus, shall be paid no less frequently than monthly and shall be subject to customary tax withholding. The amount of the Employee's Company Salary shall be increased (but shall not be decreased other than prior to a Change in Control as part of an overall program applied uniformly and with equitable effect to all members of senior management of the Company or the Bank) from time to time in accordance with the amounts of salary approved by the Board of Directors or the board of directors of any of the Consolidated Subsidiaries after the Effective Date.
(b) Bonuses . The Employee shall be entitled to participate in an equitable manner with all other executive officers of the Company and the Bank in such performance-based and discretionary bonuses, if any, as are authorized and declared by the Board of Directors for executive officers of the Company and by the board of directors of the Bank for executive officers of the Bank. Additionally, the Employee shall continue to receive a bonus payable annually equal to 1/2% of the Company's fiscal year pre-tax earnings.
(c) Expenses . The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in performing services under this Agreement in accordance with the policies and procedures applicable to the executive officers of the Company and the Bank, provided that the Employee accounts for such expenses as required under such policies and procedures.
(d) Deferral of Non-Deductible Compensation . In the event that the Employee's aggregate compensation (including compensatory benefits which are deemed remuneration for purposes of Section 162(m) of the Code) from the Company and the Consolidated Subsidiaries for any calendar year exceeds the greater of (i) $1,000,000 or (ii) the maximum amount of compensation deductible by the Company or any of the Consolidated Subsidiaries in any calendar year under Section 162(m) of the Code (the "maximum allowable amount"), then any such amount in excess of the maximum allowable amount shall be mandatorily deferred (with interest thereon at an annual rate equal to the Federal short-term rate under Section 1274(d)(1) of the Code, determined as of the last day of the calendar year in which the Employee's compensation is first not deductible under Section 162(m) of the Code, per annum, compounded annually), to a calendar year such that the amount to be paid to the Employee in such calendar year, including deferred amounts and interest thereon, does not exceed the maximum allowable amount. Subject to the foregoing, deferred amounts including interest thereon shall be payable at the earliest time permissible. All unpaid deferred amounts shall be paid to the Employee not later than his Date of Termination unless his Date of Termination is on a December 31 st , in which case, the unpaid deferred amounts shall be paid to the Employee on the first business day of the next succeeding calendar year. The provisions of this subsection shall survive any termination of the Employee's employment and any termination of this Agreement.
5. Benefits .
(a) Participation in Benefit Plans . The Employee shall be entitled to participate, to the same extent as executive officers of the Company and the Bank generally, in all plans of the Company and the Bank relating to pension, retirement, thrift, profit-sharing, savings, group or other life insurance, hospitalization, medical and dental coverage, travel and accident insurance, education, cash bonuses, and other retirement or employee benefits or combinations thereof. In addition, the Employee shall be entitled to be considered for benefits under all of the stock and stock option related plans in which the Company's or the Bank's executive officers are eligible or become eligible to participate.
(b) Fringe Benefits . The Employee shall be eligible to participate in, and receive benefits under, any other fringe benefit plans or perquisites which are or may become generally available to the Company's or the Bank's executive officers, including but not limited to supplemental retirement, incentive compensation, supplemental medical or life insurance plans, company cars, club dues, physical examinations, financial planning and tax preparation services.
6. Vacations; Leave . The Employee shall be entitled to annual paid vacation in accordance with the policies established by the Board of Directors and the board of directors of the Bank for executive officers, in no event less than four weeks per year, and to voluntary leaves of absence, with or without pay, from time to time at such times and upon such conditions as the Board of Directors may determine in its discretion.
7. Termination of Employment .
(a) Involuntary Termination . If the Employee experiences an Involuntary Termination, such termination of employment shall be subject to the Company's obligations under this Section 7. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the services contemplated by and on the terms provided in this Agreement and such offer has been declined, then, subject to Section 7(b) of this Agreement, the Company shall, during the portion of the term of this Agreement remaining following the Date of Termination (the "Liquidated Damage Period"), as damages for breach of contract (i) pay to the Employee monthly one-twelfth of the Company Salary at the annual rate in effect immediately prior to the Date of Termination and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee from the Company and the Bank for the two full fiscal years preceding the Date of Termination; and (ii) maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination and on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the "Employee's Health Coverage").
(b) Reduction of the Company's Obligations Under Section 7(a) .
(1) In the event that the Employee becomes entitled to liquidated damages pursuant to Section 7(a), (i) the Company's obligation thereunder with respect to cash damages shall be reduced by the amount of the Employee's earned income within the meaning of 4,6 911(d)(2)(A) of the Code, if any, earned from providing personal services during the Liquidated Damage Period; and (ii) the Company's obligation to maintain Health Coverage shall be reduced to the extent, if any, that the Employee receives such benefits, on no less favorable terms, from another employer during the Liquidated Damage Period. To the extent the provisions of this Section 7(b)(1) are applicable and an overpayment has been made to the Employee as of the expiration of Liquidated Damage Period, the Employee shall reimburse the Company in an amount equal to the after tax benefit realized by the Employee from such overpayment (i.e. amount realized net of all federal, state, local, employment and medicare taxes). In making the reimbursement calculation it shall be presumed that the Employee is subject to the highest marginal federal and state income tax rates.
(2) The Employee agrees that in the event he becomes entitled to liquidated damages pursuant to Section 7(a), throughout the Liquidated Damage Period, he shall promptly inform the Company of the nature and amounts of earned income and the type of health benefits and coverage which he earns or receives from providing personal services, and shall provide such documentation of such earned income and such health benefits and coverage as the Company may request. In the event of changes to such earned income or such health benefits or coverage from time to time, the Employee shall inform the Company of such changes, in each case within five days after the change occurs, and shall provide such documentation concerning the change as the Company may request.
(c) Change in Control; Cut Back; and Tax Gross Up . In the event that the Employee experiences an Involuntary Termination within the 12 months preceding, at the time of, or within 24 months following a Change in Control, in addition to the Company's obligations under Section 7(a) of this Agreement, the Company shall pay to the Employee in cash, within 30 days after the later of the date of such Change in Control or the Date of Termination, an amount equal to 299% of the Employee's "base amount" as determined under Section 280G of the Code.
In the event that any payments, distributions or benefits provided or to be provided to the Employee, whether pursuant to this Agreement or from other plans or arrangements maintained by the Company or any of the Consolidated Subsidiaries ( excluding the Gross Up Payment and Additional Gross Up Payment (as such terms are hereinafter defined)) (collectively, the "Payment") would be subject to excise tax under Section 4999 of the Code (such excise tax and any penalties and interest collectively, the "Penalty Tax"), the Company shall pay to the Employee in cash an additional amount equal to the Adjusted Gross Up Payment. The "Gross Up Payment" shall be an amount such that after payment by the Employee of all federal, state, local, employment and medicare taxes thereon (and any penalties and interest with respect thereto), the Employee retains on an after tax basis a portion of such amount equal to the aggregate of 100% of the Penalty Tax imposed upon the Payment and 100% of the Penalty Tax imposed upon the Adjusted Gross Up Payment.
For purposes of determining the amount of the Gross Up Payment, the value of any non-cash benefits and deferred payments or benefits subject to the Penalty Tax shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. In the event that, after the Gross Up Payment is made, the Employee becomes entitled to receive a refund of any portion of the Penalty Tax, the Employee shall promptly pay to the Company 100% of such Penalty Tax refund attributable to the Payment (together with 100% of any interest paid or credited thereon by the Internal Revenue Service) and 100% of the Penalty Tax refund attributable to the Gross Up Payment (together with 100% of any interest paid or credited thereon by the Internal Revenue Service).
As a result of the uncertainty regarding the application of Section 4999 of the Code, it is possible that the Internal Revenue Service may assert that the Penalty Tax due is in excess of the amount of the anticipated Penalty Tax used in calculating the Adjusted Gross Up Payment (such excess amount is hereafter referred to as the "Underpayment"). In such event, the Company shall pay to the Employee, in immediately available funds, at the time the Underpayment is assessed or otherwise determined, an additional amount equal to the Additional Gross Up Payment. The "Additional Gross Up Payment" shall be an amount such that after payment by the Employee of all federal, state, local, employment and medicare taxes thereon (and any penalties and interest with respect thereto), the Employee retains on an after tax basis a portion of such amount equal to the aggregate of (i) 100% of the portion of the Underpayment attributable to the Payment, (ii) 100% of the portion of the Underpayment attributable to the Adjusted Gross Up Payment and (iii) 100% of the Penalty Tax imposed on the Additional Gross Up Payment.
(d) Termination for Cause . In the event of Termination for Cause, the Company shall have no further obligation to the Employee under this Agreement after the Date of Termination other than deferred amounts under Section 4(d).
(e) Voluntary Termination . The Employee may terminate his employment voluntarily at any time by a notice pursuant to Section 8 of this Agreement. In the event that the Employee voluntarily terminates his employment other than by reason of any of the actions that constitute Involuntary Termination under Section 1(e)(ii) of this Agreement ("Voluntary Termination"), the Company shall be obligated to the Employee for the amount of his Company Salary and benefits only through the Date of Termination, at the time such payments are due, and the Company shall have no further obligation to the Employee under this Agreement except as provided in Sections 4(d).
(f) Death . In the event of the death of the Employee while employed under this Agreement and prior to any termination of employment, the Company shall pay to the Employee's estate, or such person as the Employee may have previously designated in writing, (i) the Company Salary which was not previously paid to the Employee and the Company Salary which he would have earned if he had continued to be employed under this Agreement through the 180th day after the date on which the Employee died; (ii) the amounts of any benefits or awards which, pursuant to the terms of any applicable plan or plans, were earned with respect to the fiscal year in which the Employee died and which the Employee would have been entitled to receive if he had continued to be employed, and the amount of any bonus or incentive compensation for such fiscal year which the Employee would have been entitled to receive if he had continued to be employed, pro-rated in accordance with the portion of the fiscal year prior to his death, provided that such amounts shall be payable when and as ordinarily payable under the applicable plans; and (iii) the unpaid deferred amounts under Section 4(d).
(g)
Permanent Disability
. For purposes of this Agreement, the term "permanently disabled" means
that the Employee has a mental or physical infirmity which permanently impairs his ability to perform substantially his
(h) Regulatory Action . Notwithstanding any other provisions of this Agreement:
(1) If the Employee is removed and/or permanently prohibited from participating in the conduct of the affairs of a depository institution by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. § 1818(e)(4) and (g)(1), all obligations of the Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected; and
(2) If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations of the Company under this Agreement shall terminate as of the date of default, but this provision shall not affect any vested rights of the contracting parties; and
8. Notice of Termination . In the event that the Company or the Bank, or both, desire to terminate the employment of the Employee during the term of this Agreement, the Company or the Bank, or both, shall deliver to the Employee a written notice of termination, stating whether such termination constitutes Termination for Cause or Involuntary Termination, setting forth in reasonable detail the facts and circumstances that are the basis for the termination, and specifying the date upon which employment shall terminate, which date shall be at least 30 days after the date upon which the notice is delivered, except in the case of Termination for Cause. In the event that the Employee determines in good faith that he has experienced an Involuntary Termination of his employment, he shall send a written notice to the Company stating the circumstances that constitute such Involuntary Termination and the date upon which his employment shall have ceased due to such Involuntary Termination. In the event that the Employee desires to effect a Voluntary Termination, he shall deliver a written notice to the Company, stating the date upon which employment shall terminate, which date shall be at least 30 days after the date upon which the notice is delivered, unless the parties agree to a date sooner.
9. Attorneys Fees . The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Employee as a result of (i) the Employee's contesting or disputing any termination of employment, or (ii) the Employee's seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company (or its successors) or the Consolidated Subsidiaries under which the Employee is or may be entitled to receive benefits; provided that the Company's obligation to pay such fees and expenses is subject to the Employee's prevailing with respect to the matters in dispute in any action initiated by the Employee or the Employee's having been determined to have acted reasonably and in good faith with respect to any action initiated by the Company or the Bank.
10. Non-Disclosure and Non-Solicitation .
(a)
Non-Disclosure
. The Employee acknowledges that he has acquired, and will continue to
acquire while employed by the Company and/or any Consolidated Subsidiary, special knowledge of the business, affairs,
strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and
which constitutes confidential and proprietary business information owned by the Company and the Consolidated
Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae,
processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the
Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to
be offered or developed by the Company and/or the Consolidated Subsidiaries ("Confidential Information"). The
Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his
employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any
person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the
Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for
information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose
any Confidential Information the Employee shall provide the Company with prompt written notice of any such request
or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate
(b) Non-Solicitation . During the three year period next following the Date of Termination, the Employee shall not directly or indirectly solicit, encourage, or induce any person while employed by the Company or any Consolidated Subsidiary to (i) leave the Company or any Consolidated Subsidiary, (ii) cease his or her employment with the Company or any Consolidated Subsidiary or (iii) accept employment with another entity or person.
The provisions of this Section 10 shall survive any termination of the Employee's employment and any termination of this Agreement.
11. No Assignments .
(a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Company in the same amount and on the same terms as provided for an Involuntary Termination under Section 7 hereof. For purposes of implementing the provisions of this Section 11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
12. Notice . For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Company at its home office, to the attention of the Board of Directors with a copy to the Secretary of the Company, or, if to the Employee, to such home or other address as the Employee has most recently provided in writing to the Company.
13. Amendments . No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided.
14. Headings . The headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
15. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
16.
Reinstatement of Prior Agreement
. Notwithstanding anything contained in this Agreement to the contrary,
the parties hereto agree that in the event a Change in Control as described in Section 1(a)(6) occurs within one year from
17. Governing Law . This Agreement shall be governed by the laws of the State of Missouri.
18. Arbitration . Any dispute or controversy arising under or in connection with this Agreement (other than relating to the enforcement of the provisions of Sections 7(e)(2) and 10) shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
19. Equitable and Other Judicial Relief . In the event of an actual or threatened breach by the Employee of any of the provisions of Section 7(e)(2) or 10, the Company shall be entitled to equitable relief in the form of an injunction from a court of competent jurisdiction and such other equitable and legal relief as such court deems appropriate under the circumstances. The parties agree that the Company shall not be required to post any bond in connection with the grant or issuance of an injunction (preliminary, temporary and/or permanent) by a court of competent jurisdiction, and if a bond is nevertheless required, the parties agree that it shall be in a nominal amount. The parties further agree that in the event of a breach by the Employee of any of the provisions of Section 7(e)(2) or 10, the Company will suffer irreparable damage and its remedy at law against the Employee is inadequate to compensate it for such damage.
20. Satisfaction of the Company's Obligations by the Bank . To the extent that the Bank or any other of the Company's consolidated subsidiaries pays salary to the Employee or provides benefits to him which the Company is obligated to pay or provide under this Agreement, the Company's obligations under this Agreement shall be deemed to be satisfied.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
| Attest: | Great Southern Bancorp, Inc. |
|
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/s/ Larry Larimore
|
/s/ Rex A. Copeland
|
| Secretary | By: Rex A. Copeland |
| Its: Treasurer | |
|
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| Employee | |
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/s/ Joseph W. Turner
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| Joseph W. Turner |
Exhibit 12
|
At or For Year Ended
December 31, |
|||||
|
2003
|
2002
|
2001
|
2000
|
1999
|
|
| (Dollars in thousands) | |||||
| Earnings: | |||||
| 1. Income before income taxes | $34,453 | $35,513 | $28,233 | $23,662 | $20,695 |
| 2. Plus interest expense |
23,164
|
30,337
|
45,907
|
48,861
|
35,463
|
| 3. Earnings including interest on deposits | 57,617 | 65,850 | 74,140 | 72,523 | 56,158 |
| 4. Less interest on deposits |
16,582
|
22,244
|
32,405
|
32,244
|
24,966
|
|
5. Earnings excluding interest on
deposits |
$41,035
|
$43,606
|
$41,735
|
$40,279
|
$31,192
|
| Fixed Charges: | |||||
|
6. Including interest on deposits and
capitalized interest |
$23,164 | $30,337 | $45,907 | $48,861 | $35,463 |
| 7. Less interest on deposits (Line 4) |
16,582
|
22,244
|
32,405
|
32,244
|
24,966
|
| 8. Excluding interest on deposits |
$ 6,582
|
$ 8,093
|
$13,502
|
$16,617
|
$10,497
|
| Ratio of earnings to fixed charges: | |||||
|
Including interest on deposits
(Line 3 divided by Line 6) |
2.49 |
2.17 |
1.62 |
1.48
|
1.58
|
|
Excluding interest on deposits
(Line 5 divided by Line 8) |
6.23 |
5.39 |
3.09 |
2.42 |
2.97 |
GREAT SOUTHERN BANCORP, INC.
CODE OF BUSINESS CONDUCT
AND ETHICS
PART I
OVERVIEW
Purpose of the Code
This Code of Business Conduct and Ethics ("Code") is intended to deter wrongdoing and promote:
| • | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| • | Avoidance of conflicts of interest, or the appearance of conflicts, including appropriate disclosure to supervisors of any material transaction or relationship that reasonably could be expected to give rise to a conflict; | |
| • | Full, fair, accurate, timely and understandable disclosure in documents the Corporation files with, or submits to, the SEC and in all public communications made by the Corporation; | |
| • | Compliance with applicable governmental laws, rules and regulations; | |
| • | Prompt internal reporting to designated persons of violations of the Code; and | |
| • | Accountability for adherence to the Code. |
Application of the Code
The Code applies to all Great Southern Bancorp, Inc. (the "Corporation") directors and employees, including subsidiary and affiliate employees. The Code applies to all employee decisions and activities within the scope of employment, or when representing the Corporation in any capacity. A copy of the Code will be included in the orientation package provided to new employees. Following review of the Code, new employees will be asked to sign a written confirmation that they have reviewed the Code in its entirety, and agree to adhere to its provisions. Existing employees will be asked to review the Code annually. All Corporation officers and directors should be familiar with the requirements of the Code, and should encourage employees to apply the Code to their daily activities and decisions, and to seek guidance from the appropriate individuals when additional information or explanation is needed.
Copies of the Code may be obtained from several sources, including the Employee Handbook, the Compliance Officer and the Corporation's intranet.
Obtaining Guidance
If you need additional explanation regarding a particular provision of the Code, or if you need guidance in a specific situation, including whether a potential conflict of interest may exist, please contact your immediate supervisor. If you are uncomfortable speaking to your immediate supervisor, or if you require additional guidance after having consulted with your supervisor, you are encouraged to contact the following individual:
Larry Larimore
Compliance Officer
(417) 895-4561
lllari@greatsouthernbank.com
Reporting Violations of the Code
Any known or suspected violation of the Code, including actions or failures to act, must be promptly reported to your supervisor or the person listed above. This includes violations or possible violations involving you, another employee (including officers) or a director. Any violation of law, rule or regulation applicable to the Corporation and/or corporate policy is also a violation of this Code. Violations of the Code may result in disciplinary action including, in severe situations, immediate termination of employment.
Concerns regarding questionable accounting, internal accounting controls or auditing matters may be directed to the Chairman of the Audit Committee at (417) 334-6184 by leaving a confidential message.
All concerns or complaints will be promptly investigated and appropriate action taken. The Compliance Officer will document the results of the investigation in a report to the Board of Directors in order to ensure a fair process is utilized in determining whether a violation of the Code has occurred. No person expressing concerns or complaints will be subject to any disciplinary or other adverse action by the Corporation absent a knowingly false report. All concerns or complaints may be made anonymously and will remain confidential. Please provide sufficient information to allow us to properly investigate your concerns. The Corporation will retain a record of all concerns and complaints, and the results of its investigations, for five years.
PART II
PRINCIPLES AND STANDARDS OF CONDUCT
One of the most valued assets of the Corporation is its reputation for integrity as determined by the personal conduct of its directors, officers and staff, and how that conduct may be perceived by the public. The ethical management of both personal and business affairs is most important to all directors and employees in order to avoid situations that might lead to a conflict, or even suspicion of a conflict, between personal interest and responsibility to the Corporation. One's position should never be used directly or indirectly for private gain, for advancement of personal interest or to obtain favors or benefits for oneself, customers, or suppliers.
The following is a statement of policy regarding standards of conduct expected from directors and employees of the Corporation and its subsidiaries in their treatment of confidential information, personal investments, gifts and fees, and outside activities.
Confidential and Insider Information
Confidentiality is a fundamental principle of the financial services business. In the course of performing your duties, you may acquire confidential information. Confidential information includes all non-public information that might be of use to competitors or harmful to the Corporation or its customers, if disclosed. Confidential information, in any form, obtained through business or personal contacts with customers, prospective customers, suppliers, or other employees shall be used solely for the Corporation's purposes. Information reflecting favorably or adversely upon the current or future value of any business enterprise should not be used in any manner for personal gain or for advantage to a third party. This information must not be revealed to unauthorized persons or discussed with others within the Corporation unless their duties require this information. The use of confidential information submitted to us through any source about one customer to further the private interests of another customer is unethical and may be illegal. For example, confidential information about commercial banking customers cannot be used by the Trust Department in making investment decisions for fiduciary accounts.
Some specific examples of confidential information include:
| • | The identity of customers and potential customers and their personal, business and financial information; | |
| • | Non-public business and financial information of the Corporation; personal information regarding any employee of the Corporation; | |
| • | Personal or non-public business information regarding any supplier, vendor or agent of the Corporation; | |
| • | Information related to, including the identity of, potential candidates for mergers and acquisitions; | |
| • | Information regarding the Corporation's sales strategies, plans or proposals; | |
| • | Information related to computer software programs, whether proprietary or standard; | |
| • | Information related to documentation systems, information databases, customized hardware or other information systems and technological developments; | |
| • | Manuals, processes, policies, procedures, compositions, opinion letters, ideas, innovations, inventions, formulas and other proprietary information belonging to the Corporation or related to the Corporation's activities; | |
| • | Security information, including without limitation, policies and procedures, passwords, personal identification numbers (PINs) and electronic access keys; | |
| • | Communications by, to and from regulatory agencies; and | |
| • | Certain communications with or from attorneys for the Corporation, whether internal or external. |
This caution on confidential information does not preclude releasing certain customer information when authorized by the customer or to the government when appropriate. The guidance of the Compliance Officer should be sought in all such cases. Disclosure of confidential information to attorneys, accountants and other professionals working on behalf of the Corporation, as well as regulatory examiners, may also be appropriate.
Personal Investments and Financial Affairs
Directors and employees of the Corporation, like any other individuals, may make personal investments in corporate stock, real estate, etc. Such investments, however, shall not be made as a result of confidential information that is also material non-public information obtained through your position with the Corporation. Particular care should be taken with original or new stock issues. Confidential information about the Corporation and its customers and suppliers acquired by directors and employees in the course of their duties is to be used solely for the Corporation's purposes, and not as a basis for personal investment by directors and employees or their immediate families. In making personal investments, all directors and employees should be guided by a keen awareness of potential conflict. In addition, personal investments should not influence a director's or employee's judgment or action in the conduct of the Corporation's business.
It is expected that all directors and employees will conduct their personal financial affairs in a manner that will not reflect adversely upon the Corporation or on their personal standing in the community.
Gifts and Fees
It is recognized that many customers and suppliers consider reasonable gifts and entertainment as a sensible and acceptable business practice, without intending to influence unduly the judgment of employees in business matters. It is illegal, however, for anyone to offer or promise anything of value to an employee, officer, director or agent of a financial institution with the intent to influence or reward the person in connection with any business or transaction of the financial institution. It is also illegal for an employee, officer, director or agent of a financial institution to solicit or accept anything of value from any person intending to be influenced or rewarded in connection with any business or transaction of the financial institution. A director or employee who is offered a gift should consider such factors as how the acceptance of such a gift is perceived by the donor, and how it would be viewed by the public and the regulators. A director or employee must never accept anything that could compromise the Corporations' position, or could influence his or her judgment in regards to the customer's dealings with the Corporation.
No employee or director of the Corporation or member of their immediate family shall accept anything of value from a customer of the Corporation or a vendor to the Corporation other than the following:
| 1. | Gifts based on a family relationship or gifts of a reasonable value based on a personal relationship where that relationship is the obvious motivating factor for the gift; | |
| 2. | Advertising or promotional material with a value of less than $100; | |
| 3. | Gifts with a value of less than $100 related to commonly recognized events such as a promotion, religious holiday, wedding or retirement; | |
| 4. | Acceptance of customary hospitality (business luncheons, dinners, golf outings, ball games, etc.) where it is directly related to Corporation activities and provided that the expense would be paid for by the Corporation if not paid for by another party. Any entertainment beyond that scope or of a frequent nature (more than twice a year by the same party) must be pre-authorized by the Compliance Officer; | |
| 5. | Discounts or rebates on merchandise or services that do not exceed those available to other customers of the merchant; or | |
| 6. | Awards for recognition of service or accomplishment from civic, charitable, educational or religious organizations. |
If an employee or director receives or anticipates receiving a benefit from a Corporation customer or vendor and is unsure whether acceptance of the gift is in compliance with this policy, a written disclosure should be made to the Compliance Officer. The Board of Directors may approve the acceptance of the benefit if the acceptance is otherwise consistent with this policy.
Directors, employees and their immediate families should never borrow personally from customers or suppliers unless these entities are engaged directly in the lending business, and then only under normal conditions with respect to interest rates, terms, security, and repayment programs that are available to any borrower.
Outside Activities
Outside activities that might constitute a conflict of interest or interfere with performance, or compromise a director's or employee's position, are to be avoided. Employee activities such as full-time outside employment; the rendering of investment, legal or accounting services; membership on corporate boards of directors; seeking of an elective political position; or appointment to government bodies should be reviewed and approved by the Compliance Officer prior to such undertakings. As in the past, we continue to encourage active participation on the part of directors, officers and employees in service clubs and organizations fostering the betterment of the community, and the active use of various social memberships in maintaining a proper image of our organization within the community.
Compliance with Laws, Rules and Regulations
All directors and employees of the Corporation are required to comply with the requirements of this Code, all policies of the Corporation and applicable laws, rules and regulations. Directors and employees must also comply with the procedures implementing and effectuating the Corporation's policies. Failure to comply with the Corporation's policies and procedures may result in disciplinary action including, in severe situations, immediate termination of employment.
Accounting Practices
All employees are expected to observe and comply with generally accepted accounting principles, the system of internal controls and disclosure controls and procedures established by the Corporation requiring that corporate books and records accurately and fairly reflect in reasonable detail the financial condition and results of operations of the Corporation. Corporation policies are intended to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the SEC and in the Corporation=s public statements. In furtherance of these requirements, employees must practice the following:
| 1. | No false, misleading or artificial entries shall be made on corporate books, records and reports for any reason. | |
| 2. | No undisclosed or unrecorded corporate funds or assets shall be established for any purpose. | |
| 3. | No payments from corporate funds or other assets shall be approved or be made with the intention or understanding that any part of such payment will be used for any purpose other than that described by the documents supporting the payment. All payments must be supported with appropriately approved purchase orders, invoices or receipts, expense reports or other customary documents, all in accordance with established policy. |
PART III
ADMINISTRATION AND WAIVERS
Administration
This Code will be administered and monitored by the Corporation's Compliance Officer. General questions and requests for additional information on this Code should be directed to this office at the telephone number and e-mail address in Part I.
Waivers
Any requests for waivers of the Code for employees who are not executive officers should be directed through your supervisor to the Compliance Officer. Requests for waivers for directors and executive officers should be directed to the Board of Directors through the Corporate Secretary. Only a majority of the Board of Directors may waive the applicability of the Code for a director or executive officer. Any waiver granted to directors or executive officers, including the principal accounting officer, and the reasons for granting the waiver, and any change in the Code applicable to directors and executive officers, including the principal accounting officer, must be promptly disclosed to the public as required by law or the Nasdaq Stock Market.
Exhibit 21
|
Parent
|
Subsidiary
|
Percentage of
Ownership |
State of
Incorporation or Organization |
| Great Southern Bancorp, Inc. | Great Southern Bank | 100% | Missouri |
| Great Southern Bancorp, Inc. | Great Southern Capital Trust I | 100% | Delaware |
| Great Southern Bank | Great Southern Real Estate Development Corporation | 100% | Missouri |
| Great Southern Bank | Great Southern Financial Corporation | 100% | Missouri |
| Great Southern Bank | GSB One, L.L.C. | 100% | Missouri |
| GSB One, L.L.C. | GSB Two, L.L.C. | 100% | Missouri |
Exhibit 23
We consent to the incorporation by reference in Registration Statement No. 33-55832 on Form S-8 dated December 16, 1992, of our report dated January 30, 2004, on the consolidated financial statements and financial statement schedules included in the Annual Report on Form 10-K of Great Southern Bancorp, Inc. for the years ended December 31, 2003, 2002 and 2001.
/s/ BKD, LLP
March 12, 2004
Springfield, Missouri
| I, Joseph W. Turner, certify that: | ||
| 1. I have reviewed this annual report on Form 10-K of Great Southern Bancorp, Inc.; | ||
| 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
| 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | ||
| 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | ||
| a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
| b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and | ||
| c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; | ||
| 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | ||
| a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and | ||
| b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and | ||
| 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. | ||
| Date: March 15, 2004 | |||
|
/s/ Joseph W. Turner
Joseph W. Turner President and Chief Executive Officer |
|||
| I, Rex A. Copeland, certify that: | ||
| 1. I have reviewed this annual report on Form 10-K of Great Southern Bancorp, Inc.; | ||
| 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; | ||
| 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; | ||
| 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: | ||
| a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | ||
| b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and | ||
| c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; | ||
| 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): | ||
| a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and | ||
| b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and | ||
| 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. | ||
| Date: March 15, 2004 | ||
|
/s/ Rex A. Copeland
Rex A. Copeland Treasurer |
||
Exhibit 32
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of GREAT SOUTHERN BANCORP, INC. (the "Company") that the Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.
| Dated: March 15, 2004 |
/s/ Joseph W. Turner
Joseph W. Turner President, Chief Executive Officer and Director |
| Dated: March 15, 2004 |
/s/ Rex A. Copeland
Rex A. Copeland Treasurer |