GREAT WESTERN BANCORPORATION INC - 10-Q Quarterly Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the quarterly period ended September 30, 2003

o	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
	For the transition period from to

Commission File Number: 001-15215

GREAT WESTERN BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)

Iowa		42-0867112
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10834 Old Mill Road, Suite One, Omaha, NE 68154
(Address of principal executive office) (Zip code)

(402) 333-8330
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days. Yes ý No o

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

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

Class		Outstanding at November 10, 2003

Common Stock, $1.00 par value		124,952 shares

GREAT WESTERN BANCORPORATION, INC.
INDEX TO FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2003

FORWARD-LOOKING STATEMENTS

PART I:		FINANCIAL INFORMATION

	ITEM 1:		FINANCIAL STATEMENTS

		Consolidated Balance Sheets at September 30, 2003(unaudited) and June 30, 2003

		Consolidated Statements of Income - Three months ended September 30, 2003 and September 30, 2002(unaudited)

		Consolidated Statements of Cash Flows – Three months ended September 30, 2003 and September 30, 2002 (unaudited)

		Notes to Consolidated Financial Statements

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

	ITEM 3:		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	ITEM 4:		CONTROLS AND PROCEDURES

PART II:		OTHER INFORMATION

	ITEM 1:		LEGAL PROCEEDINGS

	ITEM 2:		CHANGES IN SECURITIES AND USE OF PROCEEDS

	ITEM 3:		DEFAULTS UPON SENIOR SECURITIES

	ITEM 4:		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	ITEM 5:		OTHER INFORMATION

	ITEM 6:		EXHIBITS AND REPORTS ON FORM 8-K

			SIGNATURES
			CERTIFICATION BY CHIEF EXECUTIVE OFFICER
			CERTIFICATION BY CHIEF FINANCIAL OFFICER
			CERTIFICATION BY CHIEF EXECUTIVE OFFICER
			CERTIFICATION BY CHIEF FINANCIAL OFFICER

FORWARD-LOOKING STATEMENTS

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

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

PART I
FINANCIAL INFORMATION

ITEM 1:

FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.
Consolidated Balance Sheets
(In thousands, except share data)

	September 30, 2003		June 30, 2003
	(unaudited)
Assets
Cash and due from banks	$	56,015	$	64,637
Federal funds sold and FHLB overnight deposits	15,090		42,522
Cash and cash equivalents	71,105		107,159

Certificate of deposit	99		99
Securities available for sale	323,529		313,136
Loans, net of allowance for loan losses of $21,784 and $21,251	1,631,783		1,599,961
Premises and equipment	44,628		43,675
Accrued interest receivable	15,339		13,679
Core deposit and other intangibles	2,941		3,371
Goodwill	45,930		45,930
Mortgage servicing rights	6,582		5,274
Other assets	17,739		15,785
Total assets	$	2,159,675	$	2,148,069

Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	258,032	$	262,161
Interest bearing	1,463,753		1,472,869
Total deposits	1,721,785		1,735,030
Federal funds purchased and securities sold under agreements to repurchase	71,845		60,163
FHLB advances and other borrowings	111,616		103,380
Notes payable	43,700		43,700
Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures	58,000		58,000
Accrued interest and other liabilities	20,666		17,558
Total liabilities	2,027,612		2,017,831

Minority interest in subsidiaries	3,908		3,864

Stockholders’ equity
Preferred stock, $100 par value; 500,000 shares authorized; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; 100,000 shares of variable rate, noncumulative, nonvoting	11,700		11,700
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 124,952 shares	125		125
Additional paid-in capital	2,051		2,051
Retained earnings	112,743		106,433
Accumulated other comprehensive income	1,536		6,065
Total stockholders’ equity	128,155		126,374

Total liabilities and stockholders’ equity	$	2,159,675	$	2,148,069

See Notes to Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.
Consolidated Statements of Income
For The Three Months Ended
(In thousands, except share and per share data)
(unaudited)

	September 30, 2003		September 30, 2002
Interest and Dividend Income
Loans	$	27,190	$	28,189
Taxable securities	2,440		3,731
Nontaxable securities	442		422
Dividends on securities	63		61
Federal funds sold and other	110		156
Total interest and dividend income	30,245		32,559

Interest Expense
Deposits	7,643		10,158
Federal funds purchased and securities sold under agreements to repurchase	177		254
FHLB advances and other borrowings	1,022		1,073
Notes payable	521		628
Company obligated mandatorily redeemable preferred securities	1,301		1,183
Total interest expense	10,664		13,296

Net Interest Income	19,581		19,263
Provision for Loan Losses	955