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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Maryland | 0-18082 | 43-1524856 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) |
1451 East Battlefield, Springfield, Missouri | 65804 |
(Address of principal executive offices) | (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
On January 23, 2006, Great Southern Bancorp, Inc. (the "Company") issued a press release announcing that it will restate certain of its historical financial statements for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 and years ended December 31, 2004, 2003, 2002 and 2001. As described in Item 4.02 below, the restatement of this financial information relates to correction of prior accounting errors relating to certain interest rate swaps associated with brokered certificates of deposit ("CDs"). As a result, the previously issued financial statements should no longer be relied upon.
A copy of the Company's press release related to its revised financial results is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.
On January 23, 2006, the Company also issued a press release announcing its preliminary earnings for the quarter and year ended December 31, 2005. A copy of the press release, including unaudited financial information released as a part thereof, is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
On January 18, 2006, management and the Audit Committee of the Board of Directors of the Company determined that the Company's financial statements as of and for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, and as of and for the years ended December 31, 2004, 2003, 2002 and 2001, should no longer be relied upon as a result of the accounting treatment applied by the Company in connection with certain interest rate swaps associated with brokered CDs.
Since mid-2000, the Company has entered into interest rate swap agreements to hedge the interest rate risk inherent in certain of its brokered certificates of deposit (CDs). From the inception of the hedging program, the Company has applied a method of fair value hedge accounting under Statement of Financial Accounting Standards ("SFAS") 133 to account for the CD swap transactions that allowed the Company to assume the effectiveness of such transactions (the so-called "short-cut" method). The Company has recently concluded, in conjunction with BKD, LLP, its independent registered public accounting firm at all relevant times, that the CD swap transactions did not qualify for this method in prior periods because the method to pay the related CD broker placement fee was determined, in retrospect, to have caused the swap to not have a fair value of zero at inception (which is required under SFAS 133 to qualify for the "short-cut" method). Although the impact of applying the alternative "long-haul" method of documentation using SFAS 133 and the results under the "short-cut" method are believed to result in no significant difference in the hedge effectiveness of the majority of these swaps, and management believes these interest rate swaps have been effective as economic hedges, hedge accounting under SFAS 133 is not allowed for the affected periods because the proper hedge documentation was not in place at the inception of the hedge.
The Company is charged a fee in connection with its acquisition of brokered CDs. This fee is not paid separately by the Company to the CD broker, but rather is built in as part of the overall rate on the interest rate swap. In connection with the restatement, the Company has determined that this broker fee should be accounted for separately as a prepaid fee at the origination of the brokered CD and amortized into interest expense over the maturity period of the brokered CD. If the Company calls the brokered CD (at par) prior to maturity, the remaining unamortized broker fee is expensed at that time. The remaining unamortized prepaid broker fees related to these brokered CDs at December 31, 2005, were $6.5 million.
As a result, the financial statements for all affected periods through December 31, 2005, reflect a cumulative charge of approximately $3.4 million (net of income taxes) to account for the interest rate swaps referred to above as if hedge accounting was never applicable to them. In addition, the fiscal year 2005 and the fourth quarter 2005 financial statements include a charge of approximately $5.1 million and $2.0 million (net of income taxes), respectively, to reflect the same treatment.
Fair value hedge accounting allows a company to record the change in fair value of the hedged item (in this case, brokered CDs) as an adjustment to income by offsetting the fair value adjustment on the related interest rate swap. Eliminating the application of fair value hedge accounting reverses the fair value adjustments that were made to the brokered CDs. Therefore, while the interest rate swap is recorded on the balance sheet at its fair value, the related hedged items, the brokered CDs, are required to be carried at par. Additionally, the net cash settlement payments received during each of the above periods for these interest rate swaps were reclassified from interest expense on brokered CDs to noninterest income. The impact of this reclassification reduced net interest income (and the net interest margin) in each of the periods and increased noninterest income.
The Company's management and Audit Committee have consulted with BKD, LLP, its independent registered public accounting firm at all relevant times subject to this Form 8-K, regarding the matters disclosed in this Form 8-K in reaching the conclusion to restate the financial statements for the above-mentioned periods to reflect the adjustments discussed herein.
The Company plans to restate its three quarterly financial statements for fiscal 2005 and last four years' financial statements in its Annual Report on Form 10-K for the year ended December 31, 2005, to reflect the proper accounting treatment. This Form 8-K has been filed to reflect a summary of the changes to the balance sheet and income statement line items for the periods included in these reports.
Item 9.01. Financial Statements and Exhibits
(a) | Financial Statements of Businesses Acquired: Not applicable |
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(b) | Pro Forma Financial Information: Not applicable |
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(c) | Exhibits |
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Number 99.1 |
Description Press release regarding restatement dated January 23, 2006 |
||
99.2 | Press release regarding earnings dated January 23, 2006 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GREAT SOUTHERN BANCORP, INC. |
Date: | January 24, 2006 | By: /s/ Joseph W. Turner Joseph W. Turner, President, Chief Executive Officer and Director |
Exhibit No. | Description |
99.1 | Press release regarding restatement dated January 23, 2006 |
99.2 | Press release regarding earnings dated January 23, 2006 |
EXHIBIT 99.1
January 23, 2006
Reporters May Contact:
Kelly Polonus, Great Southern, (417) 895-5242
kpolonus@greatsouthernbank.com
Great Southern Bancorp, Inc. Announces Restatement of Financial Statements
Due to a Technical Clarification of Accounting for Hedging Transactions
Springfield, Mo. - Great Southern Bancorp, Inc. (NASDAQ:GSBC), the holding company for Great Southern Bank, announced, consistent with several other financial institutions, that it is correcting prior accounting entries relating to its treatment of certain derivative instruments and will restate its three quarterly financial statements for fiscal 2005 and last four year's financial statements in its Annual Report on Form 10-K for the year ended December 31, 2005, which will be filed in March 2006. The net cumulative after tax reduction to retained earnings resulting from the correction is expected to be approximately $3.4 million (2% of total Stockholders' Equity). The change should not affect future core operating results and the $3.4 million reduction to retained earnings should be recovered in future periods as the interest rate swaps mature. Annual and fourth quarter 2005 earnings will be released separately today, Monday, January 23, 2006.
Great Southern President and CEO Joseph W. Turner said, "Although our retained earnings as of December 31, 2005, will be reduced as a result of this non-cash correction, the Company is economically unaffected by the change because the decreases in the fair values of the interest rate swaps have been closely offset by increases in the fair values of the hedged brokered certificates of deposit. Importantly, the losses recognized in this correction are not permanent - they are expected to flow back into income in future periods as the interest rate swaps mature."
Since mid-2000, the Company has entered into interest rate swap agreements to hedge the interest rate risk inherent in certain of its brokered certificates of deposit (CDs). From the inception of the hedging program, the Company has applied a method of fair value hedge accounting under SFAS 133 to account for the CD swap transactions that allowed the Company to assume the effectiveness of such transactions (the so-called "short-cut" method). The Company has recently concluded, in conjunction with BKD, LLP, its independent registered public accounting firm at all relevant times, that the CD swap transactions did not qualify for this method in prior periods because the method to pay the related CD broker placement fee was determined, in retrospect, to have caused the swap to not have a fair value of zero at inception (which is required under SFAS 133 to qualify for the "short-cut" method). Furthermore, although management believes that the interest rate swaps would have qualified for hedge accounting under the "long-haul" method, hedge accounting under SFAS 133 is not allowed retrospectively because the hedge documentation required for the "long-haul" method was not in place at the inception of the hedge.
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"It is important to understand that this is an issue that relates to matters of documentation and technical and evolving interpretations of complex accounting standards, rather than how these hedges were created or managed. It is our understanding that the complexity of SFAS 133 has resulted in the misapplication of the "short-cut" method by others in the banking industry," said Great Southern Chief Financial Officer Rex Copeland. "The CD swap transactions did, in fact, create effective economic hedges, and, consequently our financial condition and core results of operations have not been affected in any meaningful way by our change in accounting treatment for these transactions. We plan to continue to use CD swaps to manage interest rate risk inherent in our brokered CDs. We are re-designating existing CD swaps as fair value hedges using the "long-haul" method of effectiveness testing under SFAS 133, and will account for them as hedges in future periods."
Fair value hedge accounting allows a company to record the change in fair value of the hedged item (in this case, the brokered CDs) as an adjustment to income that offsets the fair value adjustment on the related interest rate swaps. Eliminating the application of fair value hedge accounting reverses the fair value adjustments that were made to the brokered CDs. Therefore, while the interest rate swap is recorded on the balance sheet at its fair value, the related hedged item, the brokered CDs, are required to be carried at par. In addition, the CD broker placement fee, which was incorporated into the swap, is now separately recorded as a deferred financing cost and amortized through the maturity date of the related CDs.
The Company's management and Audit Committee consulted with BKD, LLP, who has served as the Company's independent auditors since the inception of the brokered CD program.
With total assets of $2.1 billion, Great Southern offers banking, investment, insurance and travel services. Headquartered in Springfield, Mo., Great Southern operates 35 retail banking centers and 170 ATMs throughout southwest and central Missouri. The Company also serves lending needs through loan production offices in Overland Park, Kan., Rogers, Ark., and St. Louis, Mo. Great Southern Bancorp is a public company and its common stock (ticker: GSBC) is listed on the NASDAQ stock exchange.
www.greatsouthernbank.com
When used in this press release the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" 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, the possibility that, upon further review Great Southern Bancorp ("Company") and its independent registered accounting firm, the impact of the restatement of the Company's financial statements on prior period results will be materially different than the anticipated effect stated herein, changes in economic conditions in Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, the Company's ability to access cost-effective funding, 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.
EXHIBIT 99.2
January 23, 2006 |
FOR IMMEDIATE RELEASE |
CONTACT: Kelly Polonus, Great Southern, 1.417.895.5242 kpolonus@greatsouthernbank.com |
Great Southern Bancorp, Inc. Reports Annual Earnings of $1.63 Per Share
Excluding current year effects of accounting restatement for certain of the Company's
interest rate swaps, annual earnings were $1.99 per share
Financial Highlights:
Springfield, Mo. -- Great Southern Bancorp, Inc. (NASDAQ:GSBC), the holding company for Great Southern Bank, today reported preliminary earnings for the quarter ended December 31, 2005, were $.37 per diluted share ($5,152,000) compared to the $.39 per diluted share ($5,395,000, as restated) the company earned during the same quarter in the prior year. Excluding current year effects of the Company's accounting restatement for certain interest rate swaps (which are discussed below), earnings per diluted share for the quarters ended December 31, 2005 and 2004, were $.52 and $.49, respectively. Please see the press release distributed earlier today which explains the accounting restatement. In future periods, the Company anticipates that these interest rate swaps will qualify for hedge accounting treatment so that both the change in the fair value of the interest rate swap and the change in fair value of the related certificates of deposit may both be recorded in the financial statements. Consequently, only the net difference in the change in fair values of the swaps and the certificates of deposit will be recorded in net income. Assuming the interest rate swaps do qualify for hedge accounting treatment, previously reported earnings, excluding the effects of the restatement, may be more comparable to future results.
Great Southern President and CEO Joseph W. Turner said, "Because of the accounting restatement, this was a challenging quarter, however, as a result of the outstanding customer service of our associates, the Company, on an operating basis, continued to experience solid loan and deposit growth as well as growth in non-interest income."
For the year ended December 31, 2005, preliminary earnings were $1.63 per diluted share ($22,671,000) compared to the $1.89 per diluted share ($26,399,000, as restated) the company earned during the year ended December 31, 2004. Excluding the accounting restatement, earnings per diluted share were $1.99 for the year ended December 31, 2005, compared to earnings per diluted share of $1.92 for the year ended December 31, 2004.
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For the three months ended December 31, 2005, return on average equity (ROAE) was 13.18%; return on average assets (ROAA) was 1.00%; and net interest margin (NIM) was 3.27%. Excluding the effects of the restatement, for the three months ended December 31, 2005, ROAE was 18.34%, ROAA was 1.39% and NIM was 3.34%. For the year ended December 31, 2005, ROAE was 15.11%; ROAA was 1.14%; and NIM was 3.13%. Excluding the effects of the restatement, for the year ended December 31, 2005, ROAE was 18.48%, ROAA was 1.40% and NIM was 3.37%.
Stockholders' equity at December 31, 2005, was $152.8 million (7.3% of total assets), equivalent to a book value of $11.13 per share.
Selected Financial Data:
(Dollars in thousands)
Three Months Ended December 31, 2005 |
Three Months Ended December 31, 2004 | |||||
As Reported |
Effect of Restatement |
Excluding Restatement |
As Restated |
Effect of Restatement |
Excluding Restatement | |
Net interest income | $15,955 | $ (376) | $16,331 | $13,351 | $(2,620) | $15,971 |
Provision for loan losses | 1,175 | -- | 1,175 | 1,200 | -- | 1,200 |
Non-interest income | 2,870 | (2,735) | 5,605 | 6,337 | 416 | 5,921 |
Non-interest expense | 11,473 | -- | 11,473 | 10,661 | -- | 10,661 |
Provision for income taxes | 1,025 |
1,089 |
2,114 |
2,432 |
771 |
3,203 |
Net income | $5,152 |
$(2,022) |
$7,174 |
$5,395 |
$(1,433) |
$ 6,828 |
| ||||||
Twelve Months Ended December 31, 2005 |
Twelve Months Ended December 31, 2004 | |||||
As Reported |
Effect of Restatement |
Excluding Restatement |
As Restated |
Effect of Restatement |
Excluding Restatement | |
Net interest income | $58,398 | $ (4,602) | $63,000 | $49,826 | $(10,756) | $60,582 |
Provision for loan losses | 4,025 | -- | 4,025 | 4,800 | -- | 4,800 |
Non-interest income | 21,559 | (3,192) | 24,751 | 33,309 | 10,017 | 23,292 |
Non-interest expense | 44,198 | -- | 44,198 | 39,261 | -- | 39,261 |
Provision for income taxes | 9,063 |
2,728 |
11,791 |
12,675 |
258 |
12,933 |
Net income | $22,671 |
$(5,066) |
$27,737 |
$26,399 |
$ (481) |
$26,880 |
NET INTEREST INCOME
Including the impact of the accounting restatement for certain interest rate swaps, net interest income for the fourth quarter of 2005 increased $2.6 million to $15,955,000 compared to $13,351,000 for the fourth quarter of 2004. Net interest margin was 3.27% in the quarter ended December 31, 2005, compared to 3.07% in the same period in 2004, an increase of 20 basis points. Net interest income for the year 2005 increased $8.6 million to $58,398,000 compared to $49,826,000 for the year 2004. Net interest margin was 3.13% for the year 2005, compared to 3.10% in the year 2004, an increase of 3 basis points.
Excluding the impact of the accounting restatement for certain interest rate swaps, net interest income for the fourth quarter of 2005 increased $360,000 to $16,331,000 compared to $15,971,000 for the fourth quarter of 2004. Net interest margin excluding the effects of the restatement was 3.34% in the quarter ended December 31, 2005, compared to 3.68% in the same period in 2004, a decrease of 34 basis points. Excluding the effects of the restatement net interest income for the year 2005 increased $2.4 million to $63,000,000 compared to $60,582,000 for the year 2004. Net interest margin, excluding the effects of the restatement was 3.37% for the year 2005, compared to 3.77% in the year 2004, a decrease of 40 basis points.
Turner commented, "while our stated net interest margin expanded in 2005 over 2004 we believe, economically, our margin contracted over the first half of the year and stabilized in the last two quarters."
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For additional information on net interest income components, refer to "Average Balances, Interest Rates and Yields" tables in this release.
NON-INTEREST INCOME
Non-interest income for the fourth quarter of 2005 was $2,870,000 compared with $6,337,000 for the fourth quarter 2004. The $3.5 million decrease in non-interest income is primarily attributable to the effects of the accounting restatement for interest rate swaps on the current period results. Non-interest income decreased $2.8 million in the three months ended December 31, 2005, and decreased $1.6 million in the three months ended December 31, 2004, as a result of the change in the fair value of certain interest rate swaps. In addition, non-interest income for the fourth quarter of 2005 compared with the fourth quarter of 2004 was also impacted by the reclassification of the net interest settlements on these swaps from net interest income to non-interest income. While this had no effect on total net income, non-interest income was increased by $36,000 in the three months ended December 31, 2005, and increased by $2.0 million in the three months ended December 31, 2004.
One additional item that decreased non-interest income in the three months ended December 31, 2005 was the impairment write-down in value of one available-for-sale government preferred stock agency security. This write-down totaled $734,000. This security has an interest rate that resets to a market index every 24 months. The security has had an unrealized loss that was recorded directly to equity in prior periods, so the write-down did not affect total equity. During 2005, as expected, the fair value of the security increased as it approached the interest rate reset date. However, subsequent to that reset in rate, market interest rates have continued to move higher which has caused the fair value of this particular security to begin to decrease again. The Company has the ability to continue to hold this security in its portfolio for the foreseeable future and believes that the fair value of this security may recover further in future periods, particularly as the next interest rate reset date approaches.
Fourth quarter 2005 income from commissions from the Company's travel, insurance and investment divisions increased $174,000, or 9%, compared to the same period in 2004. Service charges on deposit accounts and ATM fees increased $204,000, or 6%, compared to the same period in 2004. The full year percentage increases in these two categories was very similar to those percentage increases experienced in the three months ended December 31, 2005 and 2004.
Excluding the effects of the accounting restatement and the investment security impairment charge, non-interest income increased $418,000, or 7%, for the fourth quarter 2005 compared to the fourth quarter of 2004.
Non-interest income for the year ended December 31, 2005 decreased by $11.8 million from the year ended December 31, 2004. The effects of the accounting restatement actually increased non-interest income by $10.0 million in 2004 but reduced non-interest income by $3.2 million in 2005. Excluding the effects of the accounting restatement and the security impairment charge referred to above, non-interest income increased $2.2 million in 2005.
NON-INTEREST EXPENSE
Non-interest expense for the fourth quarter 2005 was $11,473,000 compared with $10,661,000 for the fourth quarter of 2004. The Company's efficiency ratio for the quarter ended December 31, 2005, was 61.31% compared to 53.72% in the same quarter in 2004. The Company's efficiency ratio for the year 2005 was 54.94% compared to 46.64% for the year 2004. These ratios are considerably higher than efficiency ratios the Company has reported in previous periods. As a result of the accounting restatement for certain of the Company's interest rate swaps, non-interest expense did not change; however, net interest income and non-interest income
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(the denominator in this ratio) were reduced for changes in interest rate swap fair values and amortization of broker fees to originate deposits. Excluding the effect of this accounting restatement, the efficiency ratio would have been 52.61% for the three months ended December 31, 2005, 48.31% for the three months ended December 31, 2004, 50.06% for the year ended December 31, 2005, and 46.23% for the year ended December 31, 2004.
During the quarter ended September 30, 2005, Great Southern completed its acquisition of three bank branches and a travel company. Fourth quarter 2005 expenses increased $300,000 related to the ongoing operations of these branches and the travel office. In addition, the Company's increase in non-interest expense in the fourth quarter of 2005 compared to the same period in 2004 related to the continued growth of the Company. From December 31, 2004, to December 31, 2005, Great Southern opened two new banking centers, replaced an existing banking center, expanded the loan production offices in Overland Park, Kan., and Rogers, Ark., opened a new loan production office in St. Louis, and added lending and lending support personnel in the Springfield market. Consistent with many other employers, the cost of health insurance premiums and other benefits for the Company continues to rise and added $230,000 in expenses in the fourth quarter of 2005 compared to the same quarter in 2004.
INCOME TAXES
For the three months and full year ended December 31, 2005, the Company's provision for income taxes was lower than historical levels. For future periods, the Company expects the effective tax rate to be in the range of 30-33% of pretax net income.
ASSET QUALITY
As a result of continued growth in the loan portfolio, changes in economic and market conditions that occur from time to time, and other factors specific to a borrower's circumstances, the level of non-performing assets will fluctuate. Non-performing assets at December 31, 2005, were $16.8 million, up $10.3 million from December 31, 2004, and up $1.1 million from September 30, 2005. Non-performings as a percentage of total assets were .81% at December 31, 2005. Compared to December 31, 2004, non-performing loans increased $11.7 million to $16.2 million while foreclosed assets decreased $1.4 million to $595,000. Commercial real estate and business loans comprised $14.7 million, or 90%, of the total $16.2 million of non-performing loans at December 31, 2005. The increase in non-performing loans during the quarter ended December 31, 2005, was primarily due to the addition of one $1.3 million loan relationship and one $649,000 loan relationship to the non-performing category. The increases in non-performing loans in the first nine months of fiscal 2005 were discussed in the March 31, 2005, June 30, 2005, and September 30, 2005, Quarterly Reports on Form 10-Q. During the three months ended December 31, 2005, the Company sold almost all of its foreclosed real estate assets in separate transactions to unrelated buyers. At December 31, 2005, there were no foreclosed assets in excess of $50,000 individually.
The $1.3 million loan relationship was placed in the Non-performing Loans category during the quarter ended December 31, 2005. This relationship is secured by commercial real estate and equipment of two restaurants - one in Springfield and one in central Missouri. The $649,000 loan relationship was placed in the Non-performing Loans category during the quarter ended December 31, 2005. This relationship is primarily secured by a motel near Branson, Mo., and additional commercial real estate collateral.
Six significant loan relationships were previously included in Non-performing Loans and remained there at December 31, 2005. These relationships were described more fully in previous Quarterly Reports on Form 10-Q and the December 31, 2004, Annual Report on Form 10-K. At December 31, 2005, these eight significant relationships accounted for $11.5 million of the non-performing total.
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The common stock of Great Southern Bancorp, Inc., is quoted on the Nasdaq National Market System under the symbol "GSBC". The last sale of GSBC stock in the quarter ended December 31, 2005, was $27.61.
Great Southern offers a broad range of banking, investment, insurance and travel services to customers and clients. Headquartered in Springfield, Mo., Great Southern operates 35 banking centers and 170 ATMs throughout southwest and central Missouri. The Company also serves lending needs through loan production offices in Overland Park, Kan., Rogers, Ark., and St. Louis, Mo.
www.greatsouthernbank.com
When used in this press release the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "intends" 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, the possibility that, upon further review by the Company and its independent registered public accounting firm, the impact of the restatement of the Company's financial statements on prior period results will be materially different than the anticipated effect stated herein, changes in economic conditions in Great Southern Bancorp's ("Company") market area, changes in policies by regulatory agencies, fluctuations in interest rates, the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, the Company's ability to access cost-effective funding, 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.
The following tables set forth certain selected consolidated financial information of the company at and for the periods indicated. All financial data which follows for all periods is unaudited and includes the effects of the accounting restatement referred to above. In the opinion of management, all adjustments, which consist only of normal recurring accruals, necessary for a fair presentation of the results for and at such unaudited periods have been included. The results of operations and other data for the three months and twelve months ended December 31, 2005 and 2004 are not necessarily indicative of the results of operations which may be expected for any future period.
Selected Financial Condition Data: | December 31, 2005 |
December 31, 2004 | ||
(Dollars in thousands) | ||||
Total assets | $2,081,155 | $1,851,214 | ||
Loans receivable, gross | 1,536,595 | 1,357,326 | ||
Allowance for loan losses | 24,549 | 23,489 | ||
Foreclosed assets, net | 595 | 2,035 | ||
Available-for-sale securities, at fair value | 369,316 | 355,104 | ||
Held-to-maturity securities, at amortized cost | 1,510 | 1,545 | ||
Deposits | 1,550,253 | 1,298,723 | ||
Total borrowings | 355,052 | 401,625 | ||
Stockholders' equity | 152,802 | 140,837 | ||
Non-performing assets | 16,805 | 6,514 | ||
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Three Months Ended December 31, |
Twelve Months Ended December 31, | |||
2005 |
2004 |
2005 |
2004 | |
Selected Operating Data: (Dollars in thousands) | ||||
Interest income | $32,032 | $24,226 | $114,495 | $87,059 |
Interest expense | 16,077 |
10,875 |
56,097 |
37,233 |
Net interest income | 15,955 | 13,351 | 58,398 | 49,826 |
Provision for loan losses | 1,175 | 1,200 | 4,025 | 4,800 |
Non-interest income | 2,870 | 6,337 | 21,559 | 33,309 |
Non-interest expense | 11,473 | 10,661 | 44,198 | 39,261 |
Provision for income taxes | 1,025 |
2,432 |
9,063 |
12,675 |
Net income | $5,152 |
$5,395 |
$22,671 |
$26,399 |
| ||||
Per Common Share: | ||||
Net income (fully diluted) | $.37 | $.39 | $1.63 | $1.89 |
Book value | $11.13 | $10.28 | $11.13 | $10.28 |
Earnings Performance Ratios: | ||||
Annualized return on average assets | 1.00% | 1.18% | 1.14% | 1.55% |
Annualized return on average stockholders' equity | 13.18% | 15.48% | 15.11% | 20.21% |
Net interest margin | 3.27% | 3.07% | 3.13% | 3.10% |
Average interest rate spread | 2.82% | 2.75% | 2.73% | 2.81% |
Adjusted efficiency ratio (excl. foreclosed assets) | 61.31% | 53.72% | 54.94% | 46.64% |
Non-interest expense to average total assets | 2.24% | 2.31% | 2.21% | 2.27% |
Asset Quality Ratios: | ||||
Allowance for loan losses to period-end loans | 1.59% | 1.79% | 1.59% | 1.79% |
Non-performing assets to period-end assets | .81% | .35% | .81% | .35% |
Non-performing loans to period-end loans | 1.05% | .34% | 1.05% | .34% |
Annualized net charge-offs to average loans | .17% | .10% | .20% | .18% |
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except number of shares)
December 31, 2005 |
December 31, 2004 |
September 30, 2005 | |
(Unaudited) | (Unaudited and restated) |
(Unaudited and restated) | |
ASSETS | |||
Cash | $ 116,578 | $ 91,847 | $ 96,306 |
Interest-bearing deposits in other financial institutions | 1,154 |
1,364 |
1,054 |
Cash and cash equivalents | 117,732 | 93,211 | 97,360 |
Available-for-sale securities | 369,316 | 355,104 | 372,087 |
Held-to-maturity securities | 1,510 | 1,545 | 1,510 |
Mortgage loans held for sale | 2,124 | 671 | 1,918 |
Loans receivable, net of allowance for loan losses of | |||
$24,549 - December 2005; $23,489 - December 2004 | 1,512,046 | 1,333,837 | 1,488,091 |
Interest receivable | 10,841 | 8,056 | 10,176 |
Prepaid expenses and other assets | 13,266 | 13,987 | 14,028 |
Foreclosed assets held for sale, net | 595 | 2,035 | 1,970 |
Premises and equipment, net | 27,265 | 23,353 | 27,187 |
Goodwill and other intangible assets | 1,402 | 325 | 1,440 |
Investment in Federal Home Loan Bank stock | 11,857 | 14,438 | 11,228 |
Refundable income taxes | -- | 504 | 7 |
Deferred income taxes | 13,201 |
4,148 |
8,876 |
Total Assets | $ 2,081,155 |
$ 1,851,214 |
$ 2,035,878 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Liabilities: | |||
Deposits | $ 1,550,253 | $ 1,298,723 | $ 1,520,538 |
Federal Home Loan Bank advances | 203,435 | 231,486 | 168,765 |
Short-term borrowings | 133,558 | 151,591 | 157,800 |
Subordinated debentures issued to capital trust | 18,059 | 18,548 | 18,072 |
Accrued interest payable | 4,615 | 2,195 | 3,683 |
Advances from borrowers for taxes and insurance | 233 | 272 | 1,100 |
Accounts payable and accrued expenses | 17,494 | 7,562 | 14,534 |
Income taxes payable | 706 |
-- |
-- |
Total Liabilities | 1,928,353 |
1,710,377 |
1,884,492 |
Stockholders' Equity: | |||
Capital stock | |||
Serial preferred stock, $.01 par value; | |||
authorized 1,000,000 shares; none issued | -- | -- | -- |
Common stock, $.01 par value; authorized 20,000,000 shares; issued and | |||
outstanding December 2005 - 13,722,801 shares; December 2004 - | |||
13,698,508 shares | 137 | 137 | 137 |
Additional paid-in capital | 17,781 | 17,816 | 17,741 |
Retained earnings | 138,921 | 123,770 | 135,986 |
Accumulated other comprehensive income: | |||
Unrealized loss on available-for-sale securities, | |||
net of income taxes | (4,037) |
(886) |
(2,478) |
Total Stockholders' Equity | 152,802 |
140,837 |
151,386 |
Total Liabilities and Stockholders' Equity | $ 2,081,155 |
$ 1,851,214 |
$ 2,035,878 |
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)
THREE MONTHS ENDED December 31, |
TWELVE MONTHS ENDED December 31, | |||
2005 |
2004 |
2005 |
2004 | |
(Unaudited) | (Unaudited and restated) |
(Unaudited and restated) | ||
INTEREST INCOME | ||||
Loans | $ 28,004 | $ 20,470 | $ 98,129 | $ 74,162 |
Investment securities and other | 4,028 |
3,756 |
16,366 |
12,897 |
TOTAL INTEREST INCOME | 32,032 |
24,226 |
114,495 |
87,059 |
INTEREST EXPENSE | ||||
Deposits | 12,369 | 8,076 | 42,269 | 28,952 |
Federal Home Loan Bank advances | 2,061 | 1,935 | 7,873 | 6,091 |
Short-term borrowings | 1,360 | 688 | 4,969 | 1,580 |
Subordinated debentures issued to capital trust | 287 |
176 |
986 |
610 |
TOTAL INTEREST EXPENSE | 16,077 |
10,875 |
56,097 |
37,233 |
NET INTEREST INCOME | 15,955 | 13,351 | 58,398 | 49,826 |
PROVISION FOR LOAN LOSSES | 1,175 |
1,200 |
4,025 |
4,800 |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | 14,780 |
12,151 |
54,373 |
45,026 |
NON-INTEREST INCOME | ||||
Commissions | 2,115 | 1,941 | 8,726 | 7,793 |
Service charges and ATM fees | 3,409 | 3,205 | 13,309 | 12,726 |
Net realized gains on sales of loans | 226 | 204 | 983 | 992 |
Net realized gains (losses) on sales of | ||||
available-for-sale securities | 19 | (1) | 85 | (373) |
Write-down of impaired available-for-sale securities | (734) | -- | (734) | -- |
Net gain (loss) on sales of fixed assets | 55 | (23) | 30 | 403 |
Change in interest rate swap fair value | (2,771) | (1,613) | (6,600) | 1,136 |
Interest rate swap net settlements | 36 | 2,029 | 3,408 | 8,881 |
Other income | 515 |
595 |
2,352 |
1,751 |
TOTAL NON-INTEREST INCOME | 2,870 |
6,337 |
21,559 |
33,309 |
NON-INTEREST EXPENSE | ||||
Salaries and employee benefits | 6,483 | 6,164 | 25,355 | 22,007 |
Net occupancy and equipment expense | 2,212 | 2,049 | 7,589 | 7,247 |
Postage | 507 | 458 | 1,954 | 1,784 |
Insurance | 220 | 210 | 883 | 761 |
Advertising | 242 | 221 | 1,025 | 794 |
Office supplies and printing | 228 | 193 | 903 | 811 |
Telephone | 285 | 229 | 1,068 | 903 |
Legal, audit and other professional fees | 384 | 211 | 1,410 | 1,309 |
Expense (income) on foreclosed assets | (68) | 85 | 268 | 485 |
Other operating expenses | 980 |
841 |
3,743 |
3,160 |
TOTAL NON-INTEREST EXPENSE | 11,473 |
10,661 |
44,198 |
39,261 |
INCOME BEFORE INCOME TAXES | 6,177 | 7,827 | 31,734 | 39,074 |
PROVISION FOR INCOME TAXES | 1,025 |
2,432 |
9,063 |
12,675 |
NET INCOME | $ 5,152 |
$ 5,395 |
$ 22,671 |
$ 26,399 |
BASIC EARNINGS PER COMMON SHARE | $.38 |
$.39 |
$1.65 |
$1.93 |
DILUTED EARNINGS PER COMMON SHARE | $.37 |
$.39 |
$1.63 |
$1.89 |
DIVIDENDS DECLARED PER COMMON SHARE | $.14 |
$.12 |
$ .52 |
$ .44 |
Average Balances, Interest Rates and Yields
Three Months Ended December 31, 2005 |
Three Months Ended December 31, 2004 | |||||
Average Balance |
Interest |
Yield/ Rate |
Average Balance |
Interest |
Yield/ Rate | |
(Dollars in thousands) | ||||||
(Restated) | ||||||
Interest-earning assets: | ||||||
Loans receivable: | ||||||
One- to four-family | ||||||
residential | $175,605 | $2,727 | 6.16% | $170,111 | $2,254 | 5.27% |
Other residential | 111,350 | 2,260 | 8.05 | 121,895 | 2,052 | 6.70 |
Commercial real estate | 484,874 | 8,857 | 7.25 | 480,605 | 7,030 | 5.82 |
Construction | 460,080 | 8,747 | 7.54 | 296,460 | 4,489 | 6.02 |
Commercial business | 108,268 | 1,925 | 7.05 | 104,122 | 1,577 | 6.03 |
Other loans | 138,715 | 2,571 | 7.35 | 130,107 | 2,333 | 7.13 |
Industrial revenue bonds | 58,643 |
917 |
6.21 |
48,309 |
735 |
6.05 |
Total loans receivable | 1,537,535 | 28,004 | 7.23 | 1,351,609 | 20,470 | 6.03 |
Investment securities and other | ||||||
interest-earning assets | 400,544 |
4,028 |
3.99 |
376,028 |
3,756 |
3.97 |
Total interest-earning assets | 1,938,079 | 32,032 |
6.56 |
1,727,637 | 24,226 |
5.57 |
Non-interest-earning assets: | ||||||
Cash and cash equivalents | 95,213 | 84,233 | ||||
Other non-earning assets | 30,081 |
20,597 | ||||
Total assets | $2,063,373 |
$1,832,467 | ||||
Interest-bearing liabilities: | ||||||
Interest-bearing demand and | ||||||
savings | $ 389,798 | 2,454 | 2.50 | $ 364,480 | 1,279 | 1.40 |
Time deposits | 962,251 |
9,915 |
4.09 |
750,028 |
6,797 |
3.61 |
Total deposits | 1,352,049 | 12,369 | 3.63 | 1,114,508 | 8,076 | 2.88 |
Short-term borrowings | 140,535 | 1,360 | 3.84 | 131,235 | 688 | 2.08 |
Subordinated debentures issued | ||||||
to capital trust | 18,034 | 287 | 6.31 | 18,760 | 176 | 3.73 |
FHLB advances | 194,955 |
2,061 |
4.19 |
267,342 |
1,935 |
2.88 |
Total interest-bearing | ||||||
liabilities | 1,705,573 | 16,077 |
3.74 |
1,531,845 | 10,875 |
2.82 |
Non-interest-bearing liabilities: | ||||||
Demand deposits | 178,676 | 152,021 | ||||
Other liabilities | 22,714 |
9,237 | ||||
Total liabilities | 1,906,963 | 1,693,103 | ||||
Stockholders' equity | 156,410 |
139,364 | ||||
Total liabilities and | ||||||
stockholders' equity | $2,063,373 |
$1,832,467 | ||||
Net interest income: | ||||||
Interest rate spread | $15,955 |
2.82% |
$13,351 |
2.75% | ||
Net interest margin* | 3.27% |
3.07% | ||||
Average interest-earning assets | ||||||
to average interest-bearing | ||||||
liabilities | 113.6% |
112.8% |
_______________
*Defined as the Company's net interest income divided by total interest-earning assets.
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. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Fees included in interest income were $2.0 million and $1.4 million for the twelve months ended December 31, 2005 and 2004, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.
Twelve Months Ended December 31, 2005 |
Twelve Months Ended December 31, 2004 | |||||
Average Balance |
Interest |
Yield/ Rate |
Average Balance |
Interest |
Yield/ Rate | |
(Dollars in thousands) | ||||||
(Restated) | ||||||
Interest-earning assets: | ||||||
Loans receivable: | ||||||
One- to four-family | ||||||
residential | $177,572 | $10,133 | 5.71% | $162,019 | $8,320 | 5.14% |
Other residential | 118,384 | 8,655 | 7.31 | 114,946 | 7,528 | 6.55 |
Commercial real estate | 475,325 | 32,205 | 6.78 | 465,713 | 25,988 | 5.58 |
Construction | 391,613 | 27,125 | 6.93 | 248,759 | 14,957 | 6.01 |
Commercial business | 105,426 | 7,140 | 6.77 | 97,689 | 5,580 | 5.71 |
Other loans | 136,772 | 9,565 | 6.99 | 126,012 | 8,739 | 6.94 |
Industrial revenue bonds | 53,346 |
3,306 |
6.20 |
48,143 |
3,050 |
6.33 |
Total loans receivable | 1,458,438 | 98,129 | 6.73 | 1,263,281 | 74,162 | 5.87 |
Investment securities and other | ||||||
interest-earning assets | 409,691 |
16,366 |
3.99 |
342,737 |
12,897 |
3.76 |
Total interest-earning assets | 1,868,129 | 114,495 |
6.12 |
1,606,018 | 87,059 |
5.42 |
Non-interest-earning assets: | ||||||
Cash and cash equivalents | 92,402 | 76,658 | ||||
Other non-earning assets | 26,635 |
22,027 | ||||
Total assets | $1,987,166 |
$1,704,703 | ||||
Interest-bearing liabilities: | ||||||
Interest-bearing demand and savings |
$381,840 | 8,093 | 2.12 | $381,916 | 4,729 | 1.24 |
Time deposits | 890,925 |
34,176 |
3.84 |
703,542 |
24,223 |
3.44 |
Total deposits | 1,272,765 | 42,269 | 3.32 | 1,085,458 | 28,952 | 2.67 |
Short-term borrowings | 157,747 | 4,969 | 3.15 | 103,271 | 1,580 | 1.53 |
Subordinated debentures issued | ||||||
to capital trust | 18,306 | 986 | 5.39 | 18,859 | 610 | 3.24 |
FHLB advances | 203,719 |
7,873 |
3.86 |
219,760 |
6,091 |
2.77 |
Total interest-bearing | ||||||
liabilities | 1,652,537 | 56,097 |
3.39 |
1,427,348 | 37,233 |
2.61 |
Non-interest-bearing liabilities: | ||||||
Demand deposits | 170,199 | 138,437 | ||||
Other liabilities | 14,401 |
8,318 | ||||
Total liabilities | 1,837,137 | 1,574,103 | ||||
Stockholders' equity | 150,029 |
130,600 | ||||
Total liabilities and | ||||||
stockholders' equity | $1,987,166 |
$1,704,703 | ||||
Net interest income: | ||||||
Interest rate spread | $58,398 |
2.73% |
$49,826 |
2.81% | ||
Net interest margin* | 3.13% |
3.10% | ||||
Average interest-earning assets | ||||||
to average interest-bearing | ||||||
liabilities | 113.1% |
112.5% |
_______________
*Defined as the Company's net interest income divided by total interest-earning assets.
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