GREAT WESTERN BANCORPORATION INC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

¨	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 x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

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


Class		Outstanding at April 30, 2004
Common Stock, $1.00 par value		123,802 shares

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED MARCH 31, 2004


			PAGE
FORWARD-LOOKING STATEMENTS			3

PART I: FINANCIAL INFORMATION

	ITEM 1:	FINANCIAL STATEMENTS

	Consolidated Balance Sheets at March 31, 2004 (unaudited) and June 30, 2003		4

	Consolidated Statements of Income - Three months ended March 31, 2004 and March 31, 2003 (unaudited)		5

	Consolidated Statements of Income - Nine months ended March 31, 2004 and March 31, 2003 (unaudited)		6

	Consolidated Statements of Cash Flows - Nine months ended March 31, 2004 and March 31, 2003 (unaudited)		7

	Notes to Consolidated Financial Statements		8

	ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11

	ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14

	ITEM 4:	DISCLOSURE CONTROLS AND PROCEDURES	15

PART II: OTHER INFORMATION

	ITEM 1:	LEGAL PROCEEDINGS	16

	ITEM 2:	CHANGES IN SECURITIES AND USE OF PROCEEDS	16

	ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	16

	ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	16

	ITEM 5:	OTHER INFORMATION	16

	ITEM 6:	EXHIBITS AND REPORTS ON FORM 8-K	16

		SIGNATURES	17
		CERTIFICATION BY CHIEF EXECUTIVE OFFICER	18
		CERTIFICATION BY CHIEF FINANCIAL OFFICER	19
		CERTIFICATION BY CHIEF EXECUTIVE OFFICER	20
		CERTIFICATION BY CHIEF EXECUTIVE OFFICER	21

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 Great Western Bancorporation, Inc. (“Great Western”) conducts its operations.

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

PART I

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Consolidated Balance Sheets

(In thousands, except share data)


	March 31, 2004		June 30, 2003
	(unaudited)
Assets
Cash and due from banks	$	58,208	$	64,637
Federal funds sold and FHLB overnight deposits		44,889		42,522

Cash and cash equivalents		103,097		107,159
Certificates of deposit		99		99
Securities available for sale		375,498		313,136
Investment in affiliates		3,262		0
Loans, net of allowance for loan losses of $22,383 and $21,251		1,752,152		1,599,961
Premises and equipment, net		47,658		43,675
Accrued interest receivable		14,175		13,679
Core deposit intangible and other, net		3,361		3,371
Goodwill, net		51,847		45,930
Mortgage servicing rights, net		11,772		5,274
Other assets		17,850		15,785

Total assets	$	2,380,771	$	2,148,069

Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	269,944	$	262,161
Interest bearing		1,616,313		1,472,869

Total deposits		1,886,257		1,735,030
Federal funds purchased and securities sold under agreements to repurchase		77,852		60,163
FHLB advances and other borrowings		109,877		103,380
Notes payable		36,700		43,700
Company obligated mandatorily redeemable preferred securities of subsidiary trusts holding solely junior subordinated debentures		0		58,000
Subordinated debentures		108,662		0
Accrued interest and other liabilities		16,633		17,558

Total liabilities		2,235,981		2,017,831

Minority interest in subsidiaries		4,127		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 123,802 shares and 124,952 shares		124		125
Additional paid-in capital		2,032		2,051
Retained earnings		122,782		106,433
Accumulated other comprehensive income		4,025		6,065

Total stockholders’ equity		140,663		126,374

Total liabilities and stockholders’ equity	$	2,380,771	$	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)


	March 31, 2004		March 31, 2003
Interest and Dividend Income
Loans	$	27,408	$	26,617
Taxable securities		2,778		2,877
Nontaxable securities		398		475
Dividends on securities		78		60
Federal funds sold and other		51		169
Subordinated debentures		40		0

Total interest and dividend income		30,753		30,198

Interest Expense
Deposits		6,961		8,269
Federal funds purchased and securities sold under agreements to repurchase		289		178
FHLB advances and other borrowings		1,048		1,007
Notes payable		471		557
Company obligated mandatorily redeemable preferred securities		0		1,310
Subordinated debentures		1,571		0

Total interest expense		10,340		11,321

Net Interest Income		20,413		18,877
Provision for Loan Losses		869		857

Net Interest Income After Provision for Loan Losses		19,544		18,020

Noninterest Income
Service charges and other fees		3,690		3,214
Gain on sale of loans, net		934		1,815
Loan servicing fees, net		960		804
Gain on sale of securities, net		229		278
Trust department income		593		382
Other		1,034		1,932

Total noninterest income		7,440		8,425

Noninterest Expense
Salaries and employee benefits		8,875		8,880
Occupancy expenses, net		1,133		1,093
Data processing		935		994
Equipment expenses		720		715
Advertising		1,031		624
Professional fees		725		718
Amortization of core deposit and other intangibles		399		480
Amortization and valuation adjustments of mortgage servicing rights acquired		571		2,579
Other		2,364		2,238

Total noninterest expense		16,753		18,321

Income Before Income Taxes and Minority Interest		10,231		8,124
Income Taxes		3,697		2,989

Income Before Minority Interest		6,534		5,135
Minority Interest in Net Income of Subsidiaries		153		93

Net Income	$	6,381	$	5,042

Basic and Diluted Earnings Per Common Share	$	49.07	$	37.74

Cash Dividends Per Share Declared on Common Stock	$	1.65	$	1.50

Weighted Average Shares Outstanding - Basic and Diluted		123,913		125,066

See Notes to Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Consolidated Statements of Income

For The Nine Months Ended

(In thousands, except share and per share data)

(unaudited)


		March 31, 2004		March 31, 2003
Interest and Dividend Income
Loans		$	81,864	$	82,613
Taxable securities			7,660		9,711
Nontaxable securities			1,262		1,354
Dividends on securities			222		180
Federal funds sold and other			197		590
Subordinated debentures			40		0

Total interest and dividend income			91,245		94,448

Interest Expense
Deposits			21,740		27,687
Federal funds purchased and securities sold under agreements to repurchase			737		650
FHLB advances & other borrowings			3,041		3,099
Notes payable			1,496		1,855
Company obligated mandatorily redeemable preferred securities			2,602		3,771
Subordinated debentures			1,609		0

Total interest expense			31,225		37,062

Net Interest Income			60,020		57,386
Provision for Loan Losses			3,156		3,386

Net Interest Income After Provision for Loan Losses			56,864		54,000

Noninterest Income
Service charges and other fees			10,742		9,857
Gain on sale of loans, net			4,620		4,861
Loan servicing fees, net			2,485		2,636
Gain on sale of securities, net			1,296		368
Trust department income			1,549		1,271
Other			2,909		3,509

Total noninterest income			23,601		22,502

Noninterest Expense
Salaries and employee benefits			26,404		24,658
Occupancy expenses, net			3,283		3,178
Data processing			2,726		2,769
Equipment expenses			2,189		2,123
Advertising			3,080		2,702
Professional fees			2,376		2,320
Amortization of core deposit and other intangibles			1,131		1,420
Amortization and valuation adjustments of mortgage servicing rights acquired			1,998		9,267
Other			7,123		7,007

Total noninterest expense			50,310		55,444

Income Before Income Taxes and Minority Interest	<

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