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, 2005

¨	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 May 2, 2005
Common Stock, $1.00 par value		123,650 shares

GREAT WESTERN BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED MARCH 31, 2005


			PAGE
FORWARD-LOOKING STATEMENTS			3

PART I: FINANCIAL INFORMATION

	ITEM 1: FINANCIAL STATEMENTS

		Condensed Consolidated Balance Sheets at March 31, 2005 (unaudited) and June 30, 2004	4

		Condensed Consolidated Statements of Income - Three months ended March 31, 2005 and March 31, 2004 (unaudited)	5

		Condensed Consolidated Statements of Income - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	6

		Condensed Consolidated Statements of Cash Flows - Nine months ended March 31, 2005 and March 31, 2004 (unaudited)	7

		Notes to Condensed Consolidated Financial Statements	8

	ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10

	ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		14

	ITEM 4: CONTROLS AND PROCEDURES		14

PART II: OTHER INFORMATION

	ITEM 1: LEGAL PROCEEDINGS		15

	ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.		15

	ITEM 3: DEFAULTS UPON SENIOR SECURITIES		15

	ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		15

	ITEM 5: OTHER INFORMATION		15

	ITEM 6: EXHIBITS		15

	SIGNATURES		16

FORWARD-LOOKING STATEMENTS

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

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

PART I

FINANCIAL INFORMATION


ITEM 1:		FINANCIAL STATEMENTS

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)


	March 31, 2005			June 30, 2004
	(unaudited)
Assets
Cash and due from banks	$	59,482		$	49,768
Federal funds sold and FHLB overnight deposits		21,910			26,642

Cash and cash equivalents		81,392			76,410

Certificates of deposit		—			99
Securities available for sale		392,467			364,847
Investment in affiliates		2,631			3,262
Loans, net of allowance for loan losses of $25,411 and $22,643		2,036,168			1,832,215
Premises and equipment, net		53,722			47,890
Accrued interest receivable		16,531			14,309
Core deposit intangible and other, net		3,203			2,897
Goodwill, net		53,558			51,847
Mortgage servicing rights, net		16,097			14,557
Other assets		22,489			21,576

Total assets	$	2,678,258		$	2,429,909

Liabilities and Stockholders’ Equity
Liabilities
Deposits
Noninterest bearing	$	286,624		$	252,759
Interest bearing		1,832,257			1,661,305

Total deposits		2,118,881			1,914,064
Federal funds purchased and securities sold under agreements to repurchase		90,802			95,810
FHLB advances and other borrowings		174,395			115,355
Notes payable		36,700			36,700
Subordinated debentures		87,631			108,662
Accrued interest and other liabilities		16,747			16,124

Total liabilities		2,525,156			2,286,715

Minority interests		4,358			4,074

Stockholders’ equity
Preferred stock, $100 par value; authorized 500,000 shares; issued and outstanding: 9,000 shares of 8% cumulative, nonvoting; 8,000 shares of 10% noncumulative, nonvoting; none and 100,000 shares of variable rate, noncumulative, nonvoting		1,700			11,700
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 123,650 shares and 123,802 shares		124			124
Additional paid-in capital		2,029			2,032
Retained earnings		149,810			129,106
Accumulated other comprehensive loss		(4,919	)		(3,842	)

Total stockholders’ equity		148,744			139,120

Total liabilities and stockholders’ equity	$	2,678,258		$	2,429,909

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)


	March 31, 2005			March 31, 2004
Interest and Dividend Income
Loans	$	32,769		$	27,408
Taxable securities		3,249			2,778
Nontaxable securities		384			398
Dividends on securities		133			78
Federal funds sold and other		52			51
Trust common securities		45			40

Total interest and dividend income		36,632			30,753

Interest Expense
Deposits		8,796			6,961
Federal funds purchased and securities sold under agreements to repurchase		341			182
FHLB advances and other borrowings		1,400			1,155
Notes payable		582			471
Subordinated debentures		1,500			1,571

Total interest expense		12,619			10,340

Net Interest Income		24,013			20,413
Provision for Loan Losses		1,175			869

Net Interest Income After Provision for Loan Losses		22,838			19,544

Noninterest Income
Service charges and other fees		4,485			3,690
Net gain from sale of loans		858			934
Loan servicing fees		1,040			960
Gain (loss) on sale of securities, net		(37	)		229
Trust department income		564			593
Other		1,231			1,034

Total noninterest income		8,141			7,440

Noninterest Expense
Salaries and employee benefits		10,245			8,875
Occupancy expenses, net		1,405			1,133
Data processing		1,086			935
Equipment expenses		867			720
Advertising		1,338			1,031
Professional fees		792			725
Communication expense		669			551
Amortization of core deposit and other intangibles		439			399
Amortization and valuation adjustments of mortgage servicing rights		663			571
Other		1,727			1,813

Total noninterest expense		19,231			16,753

Income Before Income Taxes and Minority Interests		11,748			10,231
Provision for Income Taxes		4,036			3,697

Income Before Minority Interests		7,712			6,534
Minority Interests		171			153

Net Income	$	7,541		$	6,381

Basic Earnings Per Common Share	$	58.47		$	49.07

Cash Dividends Per Share Declared on Common Stock	$	1.85		$	1.65

Weighted Average Shares Outstanding		123,694			123,913

See Notes to Condensed Consolidated Financial Statements.

GREAT WESTERN BANCORPORATION, INC.

Condensed Consolidated Statements of Income

For The Nine Months Ended

(In thousands, except share and per share data)

(unaudited)


	March 31, 2005			March 31, 2004
Interest and Dividend Income
Loans	$	94,671		$	81,864
Taxable securities		9,462			7,660
Nontaxable securities		1,149			1,262
Dividends on securities		305			222
Federal funds sold and other		206			197
Trust common securities		137			40

Total interest and dividend income		105,930			91,245

Interest Expense
Deposits		24,886			21,740
Federal funds purchased and securities sold under agreements to repurchase		905			522
FHLB advances and other borrowings		3,706			3,261
Notes payable		1,616			1,491
Subordinated debentures		4,578			4,211

Total interest expense		35,691			31,225

Net Interest Income		70,239			60,020
Provision for Loan Losses		3,267			3,156

Net Interest Income After Provision for Loan Losses		66,972			56,864

Noninterest Income
Service charges and other fees		13,201			10,742
Net gain from sale of loans		2,797			4,620
Loan servicing fees		3,150			2,485
Gain (loss) on sale of securities, net		(23	)		1,296
Trust department income		1,577			1,549
Other		2,618			2,909

Total noninterest income		23,320

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