UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
----------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-25808
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GREAT AMERICAN BANCORP, INC.
----------------------------
Delaware 52-1923366
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State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
1311 S. Neil St., P.O. Box 1010, Champaign, IL 61824-1010
- ---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(217) 356-2265
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
---- -----
At April 30, 2003, the Registrant had 766,690 shares of Common Stock
outstanding, for ownership purposes, which excludes 1,286,060 shares held as
treasury stock.
Transitional Small Business Disclosure Format (Check One): Yes No X
--- ---
Table of Contents
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Income
Condensed Consolidated Statements of Cash Flows
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or
Plan of Operation
Item 3. Controls and Procedures
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
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
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
As of March 31, 2003 and December 31, 2002
(in thousands except share data)
March 31, 2003 Dec. 31, 2002
(unaudited)
- -----------------------------------------------------------------------------
ASSETS
Cash and due from banks $ 6,854 $ 4,990
Interest-bearing demand deposits 38,195 27,344
--------------------------------
Cash and cash equivalents 45,049 32,334
Held-to-maturity securities (fair value of
$1,113 and $1,329 at March 31, 2003 and
December 31, 2002, respectively) 1,055 1,262
Mortgage loans held for sale 1,944 1,658
Loans, net of allowance for loan losses
of $1,189 and $1,188 in 2003 and 2002,
respectively 114,376 122,336
Premises and equipment 6,058 6,146
Federal Home Loan Bank stock 1,261 1,227
Interest receivable 587 683
Cash value of life insurance 272 268
Insurance premiums receivable 320 225
Deferred income taxes 46 46
Mortgage servicing rights 182 192
Other 910 873
--------------------------------
Total assets $ 172,060 $ 167,250
================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Noninterest-bearing deposits $ 14,166 $ 12,399
Interest-bearing deposits
Savings, NOW and money market 63,616 57,343
Time 60,325 61,549
--------------------------------
Total deposits 138,107 131,291
Federal Home Loan Bank advances 14,000 15,000
Deferred compensation - directors 618 645
Advances from borrowers for taxes
and insurance 410 265
Accrued postretirement benefit obligation 267 255
Accrued real estate taxes 174 138
Premiums due insurance companies 85 201
Dividend payable 86 90
Income taxes payable 183 55
Interest payable 57 62
Other 345 310
--------------------------------
Total liabilities 154,332 148,312
--------------------------------
Commitments and Contingent Liabilities
(continued
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Balance Sheets (Continued)
As of March 31, 2003 and December 31, 2002
(in thousands except share data)
March 31, 2003 Dec. 31, 2002
(unaudited)
- -----------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value
Authorized and unissued --
1,000,000 shares $ -- $ --
Common stock, $0.01 par value
Authorized -- 7,000,000 shares
Issued -- 2,052,750 shares
Outstanding: 2003 - 765,790 shares,
2002 - 818,490 shares 21 21
Additional paid-in-capital 20,166 20,166
Retained earnings 19,753 19,374
--------------------------------
39,940 39,561
Treasury stock, at cost
Common: 2003 - 1,286,960 shares,
2002 - 1,234,260 shares (22,147) (20,557)
Unearned incentive plan shares:
2003 - 4,529 shares,
2002 - 4,589 shares (65) (66)
--------------------------------
Total stockholders' equity 17,728 18,938
--------------------------------
Total liabilities and
stockholders' equity $ 172,060 $ 167,250
================================
See notes to condensed consolidated financial statements.
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Statements of Income
For the Three Months Ended March 31, 2003 and 2002
(Unaudited, in thousands except share data)
2003 2002
- ----------------------------------------------------------------------------
Interest income
Loans $ 2,208 $ 2,657
Held-to-maturity securities 19 32
Deposits with banks and other 102 49
--------------------------------
Total interest income 2,329 2,738
--------------------------------
Interest expense
Deposits 677 949
Federal Home Loan Bank advances 154 225
Other 7 7
--------------------------------
Total interest expense 838 1,181
--------------------------------
Net interest income 1,491 1,557
Provision for loan losses -- 60
--------------------------------
Net interest income after
provision for loan losses 1,491 1,497
--------------------------------
Noninterest income
Insurance sales commissions 406 462
Brokerage commissions 16 32
Customer service fees 126 125
Other service charges and fees 60 44
Net gains on loan sales 259 106
Loan servicing fees (20) 4
Other 4 7
--------------------------------
Total noninterest income 851 780
--------------------------------
(continued)
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Statements of Income (Continued)
For the Three Months Ended March 31, 2003 and 2002
(Unaudited, in thousands except share data)
2003 2002
- ----------------------------------------------------------------------------
Noninterest expense
Salaries and employee benefits $ 908 $ 835
Net occupancy expense 141 139
Equipment expense 122 126
Data processing fees 17 19
Deposit insurance premium 5 6
Printing and office supplies 77 68
Legal and professional fees 73 48
Directors and committee fees 37 25
Insurance expense 18 14
Marketing and advertising expense 52 46
Other 129 120
--------------------------------
Total noninterest expense 1,579 1,446
--------------------------------
Income before income taxes 763 831
Provision for income taxes 298 327
--------------------------------
Net income $ 465 $ 504
================================
Per Share Data:
Earnings
Basic:
Net income $ 0.60 $ 0.59
================================
Average number of shares 779,824 854,737
================================
Diluted:
Net income $ 0.53 $ 0.55
================================
Average number of shares 877,483 917,420
================================
Dividends $ 0.11 $ 0.11
================================
See notes to condensed consolidated financial statements.
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002
(Unaudited, in thousands)
2003 2002
- ----------------------------------------------------------------------------
Operating Activities
Net income $ 465 $ 504
Items not requiring (providing) cash
Depreciation expense 107 117
Provision for loan losses -- 60
Amortization of loan-servicing rights 46 3
Amortization of deferred loan fees (9) (4)
Federal Home Loan Bank stock dividends (34) (16)
Incentive plan expense 1 4
Net gains on loan sales (259) (106)
Loans originated for sale (9,117) (4,360)
Proceeds from loan sales 9,054 5,161
Net gain on sales of premises and equipment -- (4)
Changes in:
Interest receivable 96 8
Prepaid expenses and other assets (136) (49)
Interest payable (5) (8)
Other liabilities (60) 89
Income taxes payable 128 227
--------------------------------
Net cash provided by
operating activities 277 1,626
--------------------------------
Investing Activities
Proceeds from paydowns of mortgage backed
securities 207 213
Net (originations) collections of loans 7,969 6,279
Purchase of premises and equipment (19) (54)
Proceeds from sales of premises and equipment -- 4
--------------------------------
Net cash provided by
investing activities 8,157 6,442
--------------------------------
(continued)
Great American Bancorp, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows (Continued)
For the Three Months Ended March 31, 2003 and 2002
(Unaudited, in thousands)
2003 2002
- ----------------------------------------------------------------------------
Financing Activities:
Net increase in demand deposits,
money market, NOW and savings accounts $ 8,040 $ 6,037
Net decrease in certificates of deposits (1,224) (2,581)
Proceeds from Federal Home Loan Bank advances -- 2,000
Repayment of Federal Home Loan Bank advances (1,000) (3,500)
Proceeds from stock options exercised 21 --
Purchase of treasury stock (1,611) (240)
Dividends paid (90) (96)
Net increase in advances from
borrowers for taxes and insurance 145 192
--------------------------------
Net cash provided by
financing activities 4,281 1,812
--------------------------------
Increase in Cash and Cash Equivalents 12,715 9,880
Cash and Cash Equivalents, Beginning
of Period 32,334 11,166
--------------------------------
Cash and Cash Equivalents, End of
Period $ 45,049 $ 21,046
================================
Supplemental Cash Flows Information
Interest paid $ 843 $ 1,189
================================
Income taxes paid (net of refunds) $ 170 $ 100
================================
See notes to condensed consolidated financial statements.
Great American Bancorp, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
1. Background Information
Great American Bancorp, Inc. (the "Company") was organized in 1995 to be
the savings and loan holding company of First Federal Savings Bank of
Champaign-Urbana, Illinois, (the "Bank") in connection with the Bank's
conversion from a federally chartered mutual savings bank to a federally
chartered stock savings bank. The Company's common stock trades on the
Nasdaq SmallCap Market under the symbol "GTPS."
2. Statement of Information Furnished
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and Item 310(b) of
Regulation S-B, and, in the opinion of management, contain all adjustments
necessary to present fairly the financial position as of March 31, 2003 and
December 31, 2002, the results of operations for the three months ended March
31, 2003 and 2002, and the cash flows for the three months ended March 31,
2003 and 2002. All adjustments to the financial statements were normal and
recurring in nature. These results have been determined on the basis of
accounting principles generally accepted in the United States of America.
Reclassifications of certain amounts in the 2002 financial statements have
been made to conform to the 2003 presentation. The results of operations for
the three months ended March 31, 2003 are not necessarily indicative of the
results to be expected for the entire fiscal year.
The consolidated financial statements are those of the Company and the
Bank. Certain information and note disclosures normally included in the
Company's financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These consolidated financial statements should be read
in conjunction with the audited financial statements and notes thereto
included in the Company's 2002 Annual Report to Shareholders. The condensed
consolidated balance sheet of the Company as of December 31, 2002 has been
derived from the audited consolidated balance sheet of the Company as of that
date.
3. Stock Options
The Company has a stock-based employee compensation plan, which is
described more fully in Notes to Financial Statements included in the
December 31, 2002 Annual Report to Shareholders. 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 the plan had an exercise price 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 Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-
based employee compensation.
Three Months Ended
--------------------------
March 31, March 31,
2003 2002
--------------------------
Net income as reported $ 465 $ 504
Less: Total stock-based employee compensation
cost determined under the fair value based
method, net of income taxes -- (5)
--------------------------
Pro forma net income $ 465 $ 499
==========================
Earnings per share:
Basic - as reported $ 0.60 $ 0.59
==========================
Basic - pro forma $ 0.60 $ 0.58
==========================
Diluted - as reported $ 0.53 $ 0.55
==========================
Diluted - pro forma $ 0.53 $ 0.54
==========================
PART I -- Item 2.
GREAT AMERICAN BANCORP, INC.
Management's Discussion and Analysis
or Plan of Operation
Forward-Looking Information
In addition to historical information, this Report on Form 10-QSB may
include certain forward-looking statements based on current management
expectations. The Company's actual results could differ materially from
those management expectations. Factors that could cause future results to
vary from current management expectations include, but are not limited to,
general economic conditions, legislative and regulatory changes, monetary and
fiscal policies of the federal government, changes in tax policies, rates and
regulations of federal, state and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or competition,
changes in the quality or composition of the Company's loan and investment
portfolios, changes in accounting principles, policies or guidelines, and
other economic, competitive, governmental and technological factors affecting
the Company's operations, markets, products, services and prices. Further
description of the risks and uncertainties to the business are included in
detail under the caption: Liquidity and Capital Resources.
General
The Company is the holding company for the Bank. The Bank operates a
wholly owned subsidiary, Park Avenue Service Corporation ("PASC"). PASC
operates the GTPS Insurance Agency which offers a variety of insurance
products, including life, health, automobile, and property and casualty
insurance. PASC also offers full service brokerage activities through Scout
Brokerage Services, Inc., a subsidiary of United Missouri Bank, and also
engages in the sale of fixed-rate and variable-rate tax deferred annuities.
Financial Condition
The Company's total assets increased $4.81 million from $167.25 million
at December 31, 2002 to $172.06 million at March 31, 2003. The growth was
primarily in cash and cash equivalents.
Cash and cash equivalents increased $12.72 million, or 39.3%, from
$32.33 million at December 31, 2002 to $45.05 million at March 31, 2003.
Cash and cash equivalents, primarily interest-bearing demand deposits,
increased as a result of proceeds generated from loan sales, loan repayments
and an increase in customer deposits, offset by repayments of Federal Home
Loan Bank ("FHLB") advances and purchases of treasury stock. Interest-
bearing demand deposits grew from $27.34 million at December 31, 2002 to
$38.20 million at March 31, 2003, an increase of $10.86 million, or 39.7%.
Held-to-maturity securities declined from $1.26 million at December 31,
2002 to $1.06 million at March 31, 2003 due to repayments of mortgage-backed
securities.
Mortgage loans held for sale increased from $1.66 million at December
31, 2002 to $1.94 million at March 31, 2003 due mainly to an increase in
mortgage activity brought about by the low interest rate environment. Home
mortgage rates were at historical lows during the quarter ended March 31,
2003. The Company's 30-year mortgage rate dipped below 6.00% during the
quarter, while the 15-year rate dropped as low as 5.00%. The Company also
offered 10-year home mortgage loans at rates below 5.00% during the quarter.
During the quarter ended March 31, 2003, the Company originated $9.12 million
in mortgage loans held for sale, including refinanced loans. During this
period, the Company sold $8.84 million in loans. The $1.94 million balance
of mortgage loans held for sale at March 31, 2003 consists of loans committed
for sale to the Federal National Mortgage Association ("FNMA"). At March 31,
2003 and December 31, 2002, residential mortgage loans serviced for others
totaled $35.34 million and $30.68 million, respectively.
The following schedule shows the balances by loan category at March 31,
2003 compared to December 31, 2002, along with the change and percentage
change:
Balance Balance
March 31, December 31, Percentage
2003 2002 Change Change
- ----------------------------------------------------------------------------
One-to-four-family mortgage
loans held for investment $ 52,357 $ 60,644 $ (8,287) (13.7)%
Multi-family mortgage loans 19,808 20,249 (441) (2.2)
Commercial mortgage loans 16,724 16,092 632 3.9
Construction loans 1,974 2,077 (103) (5.0)
- ----------------------------------------------------------------------------
Total real estate loans 90,863 99,062 (8,199) (8.3)
Commercial loans 10,133 10,063 70 0.7
Consumer loans 14,569 14,399 170 1.2
- ----------------------------------------------------------------------------
Total loans 115,565 123,524 (7,959) (6.4)
Allowance for loan losses (1,189) (1,188) (1) 0.1
- ----------------------------------------------------------------------------
Total loans, net $ 114,376 $ 122,336 $ (7,960) (6.5)%
============================================================================
Net loans declined from $122.34 million at December 31, 2002 to $114.38
million at March 31, 2003, a decrease of $7.96 million, or 6.5%. Net loans,
which does not include mortgage loans held for sale, declined mostly due to
principal repayments on one-to-four-family residential mortgage loans
exceeding loan originations. The majority of new and refinanced one-to-four-
family residential mortgage loans in 2003 were originated for sale rather
than for investment. Mortgage loans held for sale are separately reported on
the consolidated balance sheets. One-to-four-family mortgage loans decreased
$8.29 million from December 31, 2002 to March 31, 2003.
Total deposits increased $6.82 million, or 5.2%, from $131.29 million at
December 31, 2002 to $138.11 million at March 31, 2003. Noninterest-bearing
deposits increased by $1.77 million and savings, NOW and money market
deposits grew by $6.28 million, while time deposits declined by $1.22 million
during the first three months of 2003. The decline in time deposits was
mainly in certificates of deposit maturing in eighteen months to two years.
The growth in savings, NOW and money market accounts was partly due to
customers transferring matured certificates of deposit into short-term,
interest-bearing demand accounts in anticipation that market interest rates
will rise in the near future. The growth in savings, NOW and money market
accounts was also due to seasonal fluctuations in these accounts.
The following table summarizes the balances of deposits at March 31,
2003 and December 31, 2002, the change in the balances and the percentage
change:
Balance Balance
March 31, December 31, Percentage
2003 2002 Change Change
- -----------------------------------------------------------------------------
Noninterest bearing
checking accounts $ 14,166 $ 12,399 $ 1,767 14.3%
Interest bearing:
NOW accounts 23,036 20,388 2,648 13.0
IMMA accounts 22,082 19,507 2,575 13.2
Savings accounts 18,498 17,448 1,050 6.0
Certificates of deposit 60,325 61,549 (1,224) (2.0)
- -----------------------------------------------------------------------------
Total interest
bearing deposits 123,941 118,892 5,049 4.2
- -----------------------------------------------------------------------------
Total deposits $ 138,107 $ 131,291 $ 6,816 5.2%
=============================================================================
FHLB advances totaled $14.00 million at March 31, 2003 compared to
$15.00 million at December 31, 2002. In March 2003, a $1.00 million FHLB
advance with a rate of 3.06% matured. The following schedule presents FHLB
advances at March 31, 2003, by maturity date:
Date Fixed First or
of Interest or Maturity Next Call
Advance Rate Variable Date Date Amount
- -----------------------------------------------------------------------------
March 2002 3.58 Fixed September 2003 non callable 1,000
October 1998 4.30 Fixed October 2008 April 2003 5,000
January 2001 4.55 Fixed January 2011 April 2003 5,000
September 2001 3.80 Fixed September 2011 September 2004 3,000
-------
$14,000
=======
The $10.00 million in advances callable in April 2003 were not called.
Both of these advances are callable quarterly. The $3.00 million advance has
only a one-time call date in September 2004.
Total stockholders' equity decreased $1.21 million, from $18.94 million
at December 31, 2002 to $17.73 million at March 31, 2003. Book value per
outstanding voting share increased from $23.14 at December 31, 2002 to $23.15
at March 31, 2003.
The increase in stockholders' equity is summarized as follows (in
thousands):
Stockholders' equity, December 31, 2002 $ 18,938
Net income 465
Purchase of treasury stock (1,611)
Stock options exercised 21
Dividends declared (86)
Incentive plan shares allocated 1
------
Stockholders' equity, March 31, 2003 $ 17,728
======
In February 2003, the Company announced a 5% common stock repurchase
program that was equal to 38,875 shares. In addition, in March 2003, the
Company completed a previously announced 5% stock repurchase program. This
program was for 41,150 shares, which the Company repurchased at an average
price of $29.79 per share. As of April 30, 2003, the Company had repurchased
16,896 shares related to the stock repurchase program announced in February
2003 at an average price of $30.07 per share. At April 30, 2003, there were
21,979 shares remaining to be repurchased under the current stock repurchase
program. All repurchased shares will be held as treasury shares to be used
for issuing stock under stock option agreements and for general corporate
purposes.
Results of Operations
Comparison of Three Month Periods Ended March 31, 2003 and 2002
Net income totaled $465,000 for the three months ended March 31, 2003
compared to $504,000 for the three months ended March 31, 2002, a decrease of
$39,000, or 7.7%. Basic earnings per share were $0.60 for the three months
ended March 31, 2003, compared to $0.59 for the three months ended March 31,
2002. Diluted earnings per share were $0.53 for the first three months of
2003, compared to $0.55 for the first three months of 2002. Net income
decreased in 2003 primarily due to lower net interest income and an increase
in noninterest expense, offset by a reduction in the provision for loan
losses and an increase in noninterest income.
Net interest income decreased $66,000, or 4.2%, from $1,557,000 for the
three months ended March 31, 2002 to $1,491,000 for the same period in 2003.
Interest income declined $409,000, or 14.9%, from $2,738,000 for the three
months ended March 31, 2002 to $2,329,000 for the first three months of 2003.
Interest expense decreased $343,000, or 29.0%, from $1,181,000 in 2002 to
$838,000 in 2003.
Interest income from loans was $2,208,000 for the first three months of
2003, $449,000, or 16.9% less than the $2,657,000 recorded for the first
three months of 2002. Interest income from loans declined mainly as a result
of a decrease in total loans from a year ago and a reduction in average loan
yields. The average balance of total net loans, including mortgage loans
held for sale, was down $21.10 million in 2003, from $140.56 million in 2002
to $119.46 million in 2003.
The following schedule compares average total loan balances by major
categories for the first three months of fiscal 2003 to the same period in
2002:
Average Average
Balance Balance Percentage
2003 2002 Change Change
- ----------------------------------------------------------------------------
One-to-four-family
mortgage loans $ 57,963 $ 81,331 $(23,368) (28.7)%
Multi-family mortgage loans 20,064 19,537 527 2.7
Commercial mortgage loans 16,304 15,239 1,065 7.0
Construction loans 2,167 3,741 (1,574) (42.1)
- ----------------------------------------------------------------------------
Total real estate loans 96,498 119,848 (23,350) (19.5)
Commercial loans 9,836 9,133 703 7.7
Consumer loans 14,311 12,655 1,656 13.1
- ----------------------------------------------------------------------------
Total loans 120,645 141,636 (20,991) (14.8)
Allowance for loan losses (1,189) (1,080) (109) 10.1
- ----------------------------------------------------------------------------
Total loans, net $119,456 $140,556 $(21,100) 15.0%
============================================================================
The average balance of total loans declined in 2003 mainly due to the
Company selling the majority of new or refinanced one-to-four-family
residential mortgage loans during 2002 and 2003. The average balance of
total one-to-four-family mortgage loans decreased $23.37 million in 2003,
from $81.33 million for the three months ended March 31, 2002 to $57.96
million for the three months ended March 31, 2003. The average balance of
one-to-four-family loans serviced for others increased $22.11 million from
$11.46 million for the three months ended March 31, 2002 to $33.57 million
for the three months ended March 31, 2003.
The average total balance of multi-family mortgage loans increased
$527,000, from $19.54 million for the first quarter of 2002 to $20.06 million
for the first quarter of 2003 due to two large loans originated during the
third quarter of 2002. The average total balance of commercial mortgage
loans increased by $1.06 million, from $15.24 million for the quarter ended
March 31, 2002 to $16.30 million for the quarter ended March 31, 2003. This
increase and the $1.57 million decrease in the average total balance of
construction loans was mainly due to the transfer of one large loan totaling
$1.67 million from construction loans to commercial mortgage loans in May
2002. The $703,000 increase in the average total balance of commercial loans
is primarily due to one commercial loan customer maintaining a higher balance
on their line of credit during 2003. Average total consumer loans were $1.66
million higher in 2003 due mainly to the average balance of total home equity
loans. The average balance of total home equity loans increased $2.35
million, from $2.23 million for the quarter ended March 31, 2002 to $4.58
million at March 31, 2003. The average total balances of other secured
consumer loans declined during 2003.
Interest income from loans also declined in 2003 due to lower average
yields, which resulted from declining interest rates during 2002 and 2003.
The prime rate, the rate used by financial institutions in establishing the
majority of loan offering rates, was at 4.75% from January 2002 until the
rate dropped to its current level of 4.25% in December 2002. The average
yield on the Company's net loans decreased from 7.67% for the first quarter
of 2002 to 7.50% for the first quarter of 2003.
Interest income from held-to-maturity securities declined from $32,000
for the three months ended March 31, 2002 to $19,000 for the same period in
2003, mainly due to a decline in the average balance of these investments.
The total average balance of held-to-maturity securities declined from $1.96
million during the first three months of 2002 to $1.17 million during the
first three months of 2003. Held-to-maturity securities were comprised of
mortgage-backed securities during both 2003 and 2002. The average yield on
held-to-maturity securities decreased from 6.63% for the first three months
of 2002 to 6.59% for the first three months of 2003.
Interest income from deposits with banks and other increased $53,000,
from $49,000 for the quarter ended March 31, 2002 to $102,000 for the quarter
ended March 31, 2003, due to an increase in the average balance of these
investments. The average balance of total deposits with banks and other
increased from $10.06 million during the first three months of 2002 to $33.53
million during the same period in 2003. However, the average yield on
deposits with banks and other decreased from 1.98% for the quarter ended
March 31, 2002 to 1.23% for the quarter ended March 31, 2003. The majority
of these deposits are overnight funds, which were affected by a decline in
short-term market interest rates during 2002 and 2003.
Interest expense decreased by $343,000, or 29.0%, from $1,181,000 for
the three months ended March 31, 2002 to $838,000 for the same period in
2003, mainly interest expense on deposits and FHLB advances. Interest
expense on deposits declined $272,000, or 28.7%, from $949,000 for the
quarter ended March 31, 2002 to $677,000 for the quarter ended March 31,
2003. This decrease was primarily in interest expense on certificates of
deposit, which declined $270,000, or 34.3% in 2003. Interest expense on
certificates of deposit was $518,000 in the first three months of 2003
compared to $788,000 for the first three months of 2002.
Certificates of deposit interest expense declined due to a reduction in
the total average balance of certificates and a decrease in the average rate.
Average total certificates of deposit declined from $67.50 million in the
first three months of 2002 to $61.46 million in the first three months of
2003. The decline in average certificates of deposit was primarily in the
one-year to two-year maturity categories. Because of the decline in market
interest rates during 2002 and 2003, the Company lowered offering rates for
new and renewing certificates. As a result, many customers moved maturing
certificates to shorter-term certificates or into demand or savings accounts.
The average rate on certificates of deposit declined from 4.73% for the
quarter ended March 31, 2002 to 3.42% for the same period in 2003.
Interest expense on interest-bearing demand and savings deposits
declined only slightly in 2003, from $161,000 for the three months ended
March 31, 2002 to $159,000 for the three months ended March 31, 2003. The
average balance of interest-bearing demand and savings accounts increased
$11.58 million, or 24.0%, from $48.15 million in the first three months of
2002 to $59.73 million for the same period in 2003. The weighted average
rate accrued on interest-bearing demand and savings deposits decreased from
1.36% for the quarter ended March 31, 2002 to 1.08% for the quarter ended
March 31, 2003.
Interest expense on FHLB advances was $154,000 for the three months
ended March 31, 2003 compared to $225,000 for the same period in 2002. The
average balance of FHLB advances was $14.79 million for the first three
months of 2003 compared to $19.40 million for the same period in 2002. The
average rate on FHLB advances decreased from 4.70% for the three months ended
March 31, 2002 to 4.22% for the three months ended March 31, 2003.
Net interest income as a percent of interest earning assets was 3.92%
for the three months ended March 31, 2003 versus 4.14% for the same period in
2002. The spread between the yield on interest-earning assets and the rate
on interest bearing liabilities was 3.64% and 3.75% for the three months
ended March 31, 2003 and 2002, respectively.
The Company recorded no provision for loan losses for the first quarter
of 2003 compared to $60,000 for the quarter ended March 31, 2002.
Management's analyses of the allowance for loan losses during the first
quarter of 2003 determined that no additional allocation to the allowance was
warranted for the quarter. Management assesses the adequacy of the allowance
for loan losses based on evaluating known and inherent risks in the loan
portfolio and upon management's continuing analysis of the factors underlying
the quality of the loan portfolio. While management believes that, based on
information currently available, the allowance for loan losses is sufficient
to cover losses inherent in its loan portfolio at this time, no assurance can
be given that the level of the allowance for loan losses will be sufficient
to cover future possible loan losses incurred by the Company or that future
adjustments to the allowance for loan losses will not be necessary if
economic and other conditions differ substantially from the economic and
other conditions used by management to determine the current level of the
allowance for loan losses. Management may in the future increase the level
of the allowance for loan losses as a percentage of total loans and non-
performing loans in the event it increases the level of commercial real
estate, multifamily, or consumer lending as a percentage of its total loan
portfolio. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses.
Such agencies may require the Company to provide additions to the allowance
based upon judgements different from management.
During the first three months of 2003, the Company had no loan charge-
offs, but collected $1,000 related to two consumer loans previously charged-
off. For the three months ended March 31, 2002, the Company had no loan
charge-offs, but collected $2,000 in recoveries.
Non-performing loans, which are loans past due 90 days or more and non-
accruing loans, totaled $399,000 at March 31, 2003, compared to $340,000 at
March 31, 2002. Non-performing loans at March 31, 2003 consisted of one
residential mortgage loans totaling $90,000 and four consumer loans totaling
$309,000. All of these loans were past due 90 days or more at March 31,
2003, with two consumer loans totaling $6,000 in non-accrual status. The
Company stops accruing interest on loans, including past due loans, at such
time that the ultimate collection of all principal and interest becomes
doubtful. The ratio of the Company's allowance for loan losses to total
loans was 1.01% at March 31, 2003 and .80% at March 31, 2002.
Noninterest income totaled $851,000 for the three months ended March 31
2003, compared to $780,000 for the same period in 2002, an increase of
$71,000, or 9.1%. This increase was mostly due to net gains from the sale of
mortgage loans, net of commissions. The Company sold $8.91 million in loans
during the first three months of 2003, and committed to sell $6.82 million in
loans including $1.94 million in loans held for sale at March 31, 2003 and
$4.88 million in loan commitments outstanding to customers at March 31, 2003.
The Company recorded total net gains of $259,000 related to these sales,
including gains on the sale of loans totaling $223,000 and gains from
capitalizing mortgage servicing rights of $36,000. During the first three
months of 2002, the Company sold $5.11 million in loans, recording net cash
gains of $53,000 and gains from capitalizing mortgage servicing rights of
$53,000. The Company sells loans in order to provide funding for additional
loans and also to reduce interest rate risk due to the decline in home
mortgage rates.
Insurance sales commissions decreased $56,000, or 12.1%, from $462,000
reported for the first three months of 2002 to $406,000 for the first three
months of 2003. Brokerage commissions declined $16,000, or 50.0%, from
$32,000 for the quarter ended March 31, 2002 to $16,000 for the quarter ended
March 31, 2003 due to a reduction in brokerage activity. Other services
charges and fees increased $16,000, or 36.4%, from $44,000 for the first
quarter of 2002 to $60,000 for the first quarter of 2003, primarily ATM fees,
credit card income and debit card fees. Loan servicing fees decreased from
$4,000 for the first quarter of 2002 to a loss of $20,000 for the quarter
ended March 31, 2003 due to an increase in the amortization of mortgage
servicing rights.
Noninterest expense was $1,579,000 for the first three months of 2003,
$133,000 or 9.2% higher than the $1,446,000 recorded for the first three
months of 2002. Noninterest expense was higher in 2003 mainly due to
increases in salaries and employee benefits expense, legal and professional
fees and directors and committee fees. Salaries and employee benefits
expense increased $73,000, or 8.7%, from $835,000 for the three months ended
March 31, 2003 to $908,000 for the first three months of 2003, due partly to
normal salary raises. Also, the Agency changed its method of paying some of
the Agency's insurance producers from a salary basis to a commission basis
beginning in 2003. This resulted in higher salary costs at the Agency
compared to 2002 amounts. Legal and professional expenses were $25,000
higher in 2003 primarily due to corporate matters, included legal fees
related to the implementation of the requirements of the Sarbanes-Oxley Act
of 2002. Directors and committee fees were $12,000 higher in 2003 due to an
increase in the monthly fee paid to directors, which was implemented in the
third quarter of 2002.
Total income taxes were $298,000 for the period ended March 31, 2003 and
$327,000 for the same period in 2002. The effective tax rate for the three
months ended March 31, 2003 and 2002, were 39.1% and 39.4% respectively.
Business Industry Segments
The Company's primary business involves the typical banking services of
generating loans and receiving deposits. Through PASC, the Company also
provides insurance and brokerage services to customers. The following
segment financial information has been derived from the internal
profitability reporting system used by management to monitor and manage the
financial performance of the Company.
Three Months Ended March 31, 2003
(unaudited, in thousands)
Insurance/
Banking Brokerage
Services Services Company Eliminations Total
- -----------------------------------------------------------------------------
Interest income $ 2,329 $ -- $ 2,329 $ -- $ 2,329
Interest expense 838 -- 838 -- 838
Noninterest income 446 426 872 (21) 851
Net income 422 43 465 -- 465
Total assets 172,350 1,207 173,557 (1,497) 172,060
Three Months Ended March 31, 2002
(unaudited, in thousands)
Insurance/
Banking Brokerage
Services Services Company Eliminations Total
- -----------------------------------------------------------------------------
Interest income $ 2,738 $ -- $ 2,738 $ -- $ 2,738
Interest expense 1,181 -- 1,181 -- 1,181
Noninterest income 306 494 800 (20) 780
Net income 385 119 504 -- 504
Total assets 171,251 1,198 172,449 (1,476) 170,973
Critical Accounting Policies
The accounting and reporting policies of the Company are in accordance
with accounting principles generally accepted in the United States and
conform to general practices within the banking industry. The notes to the
consolidated financial statements contain a summary of the Company's
significant accounting policies, including significant estimates, presented
on pages 34 through 38 of the Annual Report to Shareholders for the year
ended December 31, 2002. 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. The
financial position and results of operations can be affected by these
estimates and assumptions and are integral to the understanding of reported
results. Critical accounting policies are those policies that management
believes are the most important to the portrayal of the Company's financial
condition and results, and they require management to make estimates that are
difficult, subjective, or complex.
Allowance for Loan Losses - The allowance for loan losses provides
coverage for probable losses inherent in the Company's loan portfolio.
Management evaluates the adequacy of the allowance for credit losses each
quarter based on changes, if any, in underwriting activities, the loan
portfolio composition (including product mix and geographic, industry or
customer-specific concentrations), trends in loan performance, regulatory
guidance and economic factors. This evaluation is inherently subjective, as
it requires the use of significant management estimates. Many factors can
affect management's estimates of specific and expected losses, including
volatility of default probabilities, rating migrations, loss severity and
economic and political conditions. The allowance is increased through
provisions charged to operating earnings and reduced by net charge-offs.
The Company determines the amount of the allowance based on relative
risk characteristics of the loan portfolio. The allowance recorded for
commercial loans is based on reviews of individual credit relationships and
an analysis of the migration of commercial loans and actual loss experience.
The allowance recorded for homogeneous consumer loans is based on an analysis
of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy
experiences, and historical losses, adjusted for current trends, for each
homogeneous category or group of loans. The allowance for credit losses
relating to impaired loans is based on the loan's observable market price,
the collateral for certain collateral-dependent loans, or the discounted cash
flows using the loan's effective interest rate. A loan is considered
impaired when, based on current information and events, it is probable that
the Company will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement.
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. Because the Company reviews
loans on an individual basis for impairment, the Company does not use a
specific timeframe of delinquency after which a specific loan is assumed to
be impaired.
Regardless of the extent of the Company's analysis of customer
performance, portfolio trends or risk management processes, certain inherent
but undetected losses are probable within the loan portfolio. This is due to
several factors including inherent delays in obtaining information regarding
a customer's financial condition or changes in their unique business
conditions, the judgmental nature of individual loan evaluations, collateral
assessments and the interpretation of economic trends. Volatility of
economic or customer-specific conditions affecting the identification and
estimation of losses for larger non-homogeneous credits and the sensitivity
of assumptions utilized to establish allowances for homogenous groups of
loans are among other factors. The Company estimates a range of inherent
losses related to the existence of these exposures. The estimates are based
upon the Company's evaluation of imprecision risk associated with the
commercial and consumer allowance levels and the estimated impact of the
current economic environment.
Mortgage Servicing Rights - Mortgage servicing rights ("MSRs")
associated with loans originated and sold, where servicing is retained, are
capitalized and included in the consolidated balance sheet. The value of the
capitalized servicing rights represents the present value of the future
servicing fees arising from the right to service loans in the portfolio.
Critical accounting policies for MSRs relate to the initial valuation and
subsequent impairment tests. The methodology used to determine the valuation
of MSRs requires the development and use of a number of estimates, including
anticipated principal amortization and prepayments of that principal balance.
Events that may significantly affect the estimates used are changes in
interest rates, mortgage loan prepayment speeds and the payment performance
of the underlying loans. The carrying value of the MSRs is periodically
reviewed for impairment based on a determination of fair value. For purposes
of measuring impairment, the servicing rights are compared to a valuation
prepared based on a discounted cash flow methodology, utilizing current
prepayment speeds and discount rates. Impairment, if any, is recognized
through a valuation allowance and is recorded as amortization of intangible
assets. As of March 31, 2003 and December 31, 2002, mortgage servicing
rights had carrying values of $182,000 and $192,000, respectively.
Postretirement Benefit Obligation - Management obtains an independent
actuarial calculation to estimate the postretirement benefit obligation. The
calculation is largely dependent on estimates relating to future health care
cost trends and the number of employees that will retire and be eligible for
benefits under the plan.
Liquidity and Capital Resources
The Bank's primary sources of funds are deposits, principal and interest
payments on loans, FHLB advances and proceeds from mortgage loan sales.
While maturities and scheduled amortization of loans are predictable sources
of funds, deposit flows and mortgage prepayments are greatly influenced by
general interest rates, economic conditions, and competition. Office of
Thrift Supervision regulations require the Bank to maintain sufficient
liquidity to ensure its safe and sound operation.
A review of the Consolidated Statements of Cash Flows included in the
accompanying financial statements shows that the Company's cash and cash
equivalents ("cash") increased $12.72 million from December 31, 2002 to March
31, 2003, compared to an increase of $9.88 million for the first quarter of
2002. During the quarter ended March 31, 2003, cash was primarily provided
from earnings, proceeds from sales of one-to-four-family residential mortgage
loans, loan repayments in excess of loan originations, and an increase in
demand, money market, NOW and savings accounts. During this period, cash was
primarily used to fund originations of loans held for sale, a decrease in
certificates of deposit, repayment of FHLB advances and to purchase treasury
stock.
During the three months ended March 31, 2002, cash was primarily
provided from earnings, proceeds from sales of one-to-four-family residential
mortgage loans, loan repayments in excess of loan originations, an increase
in demand, money market, NOW and savings accounts, and proceeds from FHLB
advances. During this quarter, cash was primarily used to fund originations
of loans held for sale, a decrease in certificates of deposit, repayment of
FHLB advances and to purchase treasury stock.
The Company's primary investment activity during the three months ended
March 31, 2003 was the origination of loans, including mortgage loans held
for sale. During the three months ended March 31, 2003 and 2002, the Company
disbursed funds for mortgage loans in the amounts of $6.50 million and $5.86
million, respectively, commercial loans in the amounts of $930,000 and $2.63
million, respectively, and consumer loans in the amounts of $3.08 million and
$2.92 million, respectively.
As of March 31, 2003, the Company had outstanding commitments (including
undisbursed loan proceeds) of $6.17 million. The Company anticipates it will
have sufficient funds available to meet its current loan origination
commitments. Certificates of deposit, which are scheduled to mature in one
year or less from March 31, 2003, totaled $42.99 million. Management
believes a significant portion of such deposits will remain with the Company.
At March 31, 2003, the Bank exceeded all of its regulatory capital
requirements with tangible capital and core capital both at $11.27 million or
6.81% of total adjusted tangible assets, core capital at $11.27 million or
6.81% of adjusted total assets, and risk-based capital at $12.45 million or
13.24% of total risk-weighted assets. The required ratios are 1.5% for
tangible capital to tangible assets, 2% for core capital to total adjusted
tangible assets, 4.0% for core capital to adjusted total assets and 8.0% for
risk-based capital to risk-weighted assets.
Current Accounting Issues
The Financial Accounting Standards Board ("FASB") adopted Statement of
Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure. This Statement amends FASB
Statement No. 123, Accounting for Stock-Based Compensation. SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation.
Under the provisions of SFAS No. 123, companies that adopted the fair
value based method were required to apply that method prospectively for new
stock option awards. This contributed to a "ramp-up" effect on stock-based
compensation expense in the first few years following adoption, which caused
concern for companies and investors because of the lack of consistency in
reported results. To address that concern, SFAS No. 148 provides two
additional methods of transition that reflect an entity's full complement of
stock-based compensation expense immediately upon adoption, thereby
eliminating the ramp-up effect.
SFAS No. 148 also improves the clarity and prominence of disclosures
about the proforma effects of using the fair value based method of accounting
for stock-based compensation for all companies - regardless of the accounting
method used - by requiring that the data be presented more prominently and in
a more user-friendly format in the footnotes to the financial statements. In
addition, SFAS No. 148 improves the timeliness of those disclosures by
requiring that this information be included in interim as well as annual
financial statements. In the past, companies were required to make proforma
disclosures only in annual financial statements.
The transition guidance and annual disclosure provisions of SFAS No. 148
are effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002.
The FASB has stated it intends to issue a new statement on accounting
for stock-based compensation and will require companies to expense stock
options using a fair value based method at date of grant. The implementation
for this proposed statement is not known.
In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 will change current
practice in the accounting for and disclosure of guarantees. Guarantees
meeting the characteristics described in FIN 45 are required to be initially
recorded at fair value, which is different from the general current practice
of recording a liability only when a loss is probable and reasonably
estimable, as those terms are defined in FASB Statement No. 5, Accounting for
Contingencies. FIN 45 also requires a guarantor to make new disclosures for
virtually all guarantees even if the likelihood of the guarantor's having to
make payments under the guarantee is remote.
In general, FIN 45 applies to contracts or indemnification agreements
that contingently require the guarantor to make payments to the guaranteed
party based on changes in an underlying asset, liability, or an equity
security of the guaranteed party such as financial standby letters of credit.
Disclosure requirements of FIN 45 are effective for financial statements
of interim or annual periods ending after December 31, 2002. The initial
recognition and measurement provisions are applicable on a prospective basis
to guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The guarantor's previous accounting for
guarantees issued prior to the date of FIN 45 initial applications should not
be revised or restated to reflect the provisions of FIN 45.
The Company adopted FIN 45 on January 1, 2003. The adoption of FIN 45
does not currently have a material impact on the Company's consolidated
financial statements.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company
maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Company files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing of this
report, the chief executive officer and the principal financial officer of
the Company concluded that the Company's disclosure controls and procedures
were adequate.
(b) Changes in internal controls. The Company made no significant changes
in its internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation of those controls by
the chief executive officer and principal financial officer.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal actions incident to its
business, none of which is believed by management to be material to the
financial condition of the Company.
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Certificate of Incorporation of Great American Bancorp, Inc.*
3.2 By-laws of Great American Bancorp, Inc.*
10.0 Employment Agreement between Great American Bancorp, Inc.
and George R. Rouse (filed herewith)
11.0 Computation of earnings per share (filed herewith)
99.0 Section 906 Certifications (filed herewith)
b. Reports on Form 8-K
1. On January 10, 2003, the Registrant filed a Current Report on
Form 8-K reporting information under Items 5 and 7, incorporating by
reference a press release dated January 10, 2003 attached as Exhibit 20,
relating to the Company's announcement that the 2003 Annual Meeting of
Stockholders will be held on April 22, 2003.
2. On January 14, 2003, the Registrant filed a Current Report on
Form 8-K reporting information under Items 5 and 7, incorporating by
reference a press release dated January 14, 2003 attached as Exhibit 20,
relating to the Company's unaudited results for the fiscal year ended
December 31, 2002.
3. On February 12, 2003, the Registrant filed a Current Report on
Form 8-K reporting information under Items 5 and 7, incorporating by
reference a press release dated February 11, 2003 attached as Exhibit 20,
relating to the Company's announcement that its Board of Directors has
approved a 5% stock repurchase program.
_______________
* Incorporated herein by reference into this document from Form
S-1 Registration Statement, as amended, filed on March 24, 1995,
Registration No. 33-90614.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Great American Bancorp, Inc.
Dated: May 13, 2003 /s/ George R. Rouse
----------------------- ----------------------------
George R. Rouse
President and
Chief Executive Officer
Dated: May 13, 2003 /s/ Jane F. Adams
-------------------------- ----------------------------
Jane F. Adams
Chief Financial Officer,
Secretary and Treasure
CERTIFICATION
I, George R. Rouse, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Great American
Bancorp, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers 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
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
quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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 officers and I have indicated in this
quarterly 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: May 13, 2003
-----------------------
/s/ George R. Rouse
-----------------------------
George R. Rouse
President and
Chief Executive Officer
CERTIFICATION
I, Jane F. Adams, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Great American
Bancorp, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers 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
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
quarterly 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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 officers 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 officers and I have indicated in this
quarterly 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: May 13, 2003
----------------------
/s/ Jane F. Adams
-----------------------------
Jane F. Adams
Chief Financial Officer,
Secretary and Treasurer
Exhibit 10.0
GREAT AMERICAN BANCORP, INC.
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") originally entered into as of April 12, 1999, is
amended and restated effective as of March 10, 2003, by and between Great
American Bancorp, Inc. (the "Company"), a corporation organized under the
laws of Delaware, with its principal offices at 1311 South Neil Street,
Champaign, Illinois 61820, and George R. Rouse ("Executive"). Any reference
to the "Bank" in this Agreement shall mean First Federal Savings Bank of
Champaign-Urbana, a wholly-owned subsidiary of the Company, or any successor
thereto.
WHEREAS, the Company desires to continue to assure itself of the services of
Executive as President and Chief Executive Officer for the period provided
for in this Agreement; and
WHEREAS, the Company has previously entered into an employment agreement with
Executive dated April 12, 1999; and
WHEREAS, Executive and the Board of Directors of the Company desire to enter
into an updated and revised agreement setting forth the terms and conditions
of the continuing employment of Executive and the related rights and
obligations of each of the parties.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is hereby agreed as follows:
1. Position and Responsibilities.
(a) During the period of Executive's employment under this Agreement,
Executive agrees to serve as President and Chief Executive Officer of the
Company. Executive shall have responsibility for the general management and
control of the business and affairs of the Company and its subsidiaries and
shall perform all duties and shall have all powers which are commonly
incident to the offices of President and Chief Executive Officer or which,
consistent with those offices, are delegated to him by the Board or
Directors. During the term of this Agreement, Executive also agrees to
serve, if elected, as a director of the Company or any of its subsidiaries.
(b) During the period of Executive's employment under this Agreement, except
for periods of absence occasioned by illness, vacation, and reasonable leaves
of absence, Executive shall devote substantially all of his business time,
attention, skill and efforts to the faithful performance of his duties under
this Agreement, including activities and services related to the
organization, operation and management of the Company and its subsidiaries,
as well as participation in community, professional and civic organizations;
provided, however, that, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies
or organizations listed by Executive on his annual conflict of interest
reporting.
(c) The Company will furnish Executive with the working facilities and staff
customary for executive officers with the titles and duties set forth in this
Agreement and as are necessary for him to perform his duties. The location
of such facilities and staff shall be at the principal administrative offices
of the Company.
2. Term of Employment.
(a) The term of this Agreement shall be (i) the initial term, consisting of
the period commencing on the date of this Agreement (the "Effective Date")
and ending on the third anniversary of the Effective Date, plus (ii) any and
all extensions of the initial term made pursuant to this Section 2.
(b) Commencing on the Effective Date and on each day thereafter, the term
under this Agreement shall be renewed automatically for an additional one (1)
day period beyond the then effective expiration date without action by any
party, provided that neither the Company, on the one hand, nor Executive, on
the other, shall have given at least sixty (60) days written notice of its or
his desire that the term not be renewed. If such notice is given by one
party to the other, the term of this Agreement shall become fixed and shall
end on the third anniversary of the date specified in such written notice.
(c) Notwithstanding anything contained in this Agreement to the contrary,
either Executive or the Company may terminate Executive's employment with the
Company at any time during the term of this Agreement, subject to the terms
and conditions of this Agreement.
3. Compensation and Benefits.
(a) Base Salary. The Company agrees to pay Executive during the term of
this Agreement a base salary at the rate of $200,000 per annum, payable in
accordance with the Company's customary payroll practices. The Board of
Directors of the Company shall review annually the rate of Executive's base
salary based upon factors they deem relevant, and may maintain or increase
his base salary, provided that no such action shall reduce the rate of base
salary below the rate in effect on the Effective Date. In the absence of
action by the Board of Directors of the Company, Executive shall continue to
receive a base salary at the per annum rate specified on the Effective Date
or, if another rate has been established under the provisions of this Section
3, the rate last properly established by action of the Board of Directors.
Executive's base salary shall include any amounts of compensation deferred by
Executive under any tax-qualified retirement or welfare benefit plan or any
other deferred compensation arrangement maintained by the Company or the
Bank.
(b) Board Fees. Executive shall be entitled to receive a retainer and fees
for serving as a director or the Bank in amounts equal to the other members
of the Board of the Directors of the Company or the Bank. Board remuneration
paid to Executive shall be in addition to and not in lieu of any other
remuneration provided under this Agreement.
(c) Incentive Compensation. Executive shall be entitled to participate in
discretionary bonus or other incentive compensation programs that the Board
of Directors may establish from time to time for senior management employees
pursuant to bonus plans, or otherwise.
(d) Club Dues. In addition to any other compensation provided for under
this Agreement, the Company or the Bank shall pay Executive an amount
sufficient, on an after-tax basis, to maintain his membership at Champaign
Country Club.
(e) Automobile and Cellular Phone. The Company or the Bank shall provide
Executive with, and Executive shall have the primary use of, an automobile
owned or leased by the Company or the Bank and the Company or the Bank shall
pay (or reimburse Executive) for all expenses of insurance, registration,
operation and maintenance of the automobile. Executive shall comply with
reasonable reporting and expense limitations on the use of the automobile as
the Company or the Bank may establish from time to time, and the Company or
the Bank shall annually include on Executive's Form W-2 any amount
attributable to Executive's personal use of such automobile. The Company or
the Bank shall also provide Executive with a cellular phone and shall pay (or
reimburse Executive) for all reasonable expenses related to the business use
of such phone.
(f) Vacation and Holidays. Executive shall take vacation at a time mutually
agreed upon by the Company and Executive. Executive shall receive his base
salary and other benefits during periods of vacation. Executive shall also
be entitled to paid legal holidays and other leave in accordance with the
policies of the Company.
(g) Other Employee Benefits. In addition to any other compensation or
benefits provided for under this Agreement, Executive shall be entitled to
continue to participate in any employee benefit plans, arrangements and
perquisites of the Company or the Bank in which he participated or was
eligible to participate as of the Effective Date. Executive shall also be
entitled to participate in any employee benefits or perquisites the Company
or the Bank offers to full-time employees or executive management in the
future. The Company or the Bank will not, without Executive's prior written
consent, make any changes in such plans, arrangements or perquisites which
would adversely affect Executive's rights or benefits thereunder without
separately providing for an arrangement that ensures Executive receives or
will receive the economic value that Executive would otherwise lose as a
result of such adverse effect. Without limiting the generality of the
foregoing provisions of this paragraph, Executive shall be entitled to
participate in or receive benefits under all plans relating to stock options,
restricted stock awards, stock purchases, pension, profit sharing, employee
stock ownership, supplemental retirement, group life insurance, medical and
other health and welfare plans or coverage that are made available by the
Company or the Bank at the Effective Time or at any future time during the
term of this Agreement, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements.
4. Payments to Executive Upon an Event of Termination.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during Executive's term of employment under this Agreement, the provisions of
this Section 4 shall apply. Unless Executive agrees otherwise, as used in
this Agreement, an "Event of Termination" shall mean and include any one or
more of the following: (i) the termination by the Company of Executive's
full-time employment for any reason other than a termination governed by
Section 7 of this Agreement; or (ii) Executive's resignation from the
Company, upon any: (A) notice to Executive of non-renewal of the term of this
Agreement; (B) failure to reappoint Executive as President and Chief
Executive Officer; (C) material change in Executive's functions, duties, or
responsibilities with the Company or its subsidiaries, which change would
cause Executive's position(s) to become of lesser responsibility, importance,
or scope from the position and attributes thereof described in Section 1 of
this Agreement; (D) relocation of Executive's principal place of employment
by more than fifty (50) miles from its location at the Effective Date of this
Agreement; (E) material reduction in the benefits and perquisites from those
being provided to Executive as of the Effective Date of this Agreement; (F)
liquidation or dissolution of the Company or the Bank; or (G) breach of this
Agreement by the Company. Upon the occurrence of any event described in
clauses (A), (B), (C), (D), (E), (F) or (G), above, Executive shall have the
right to terminate his employment under this Agreement by resignation upon
not less than sixty (60) days prior written notice given within six (6) full
calendar months after the event giving rise to Executive's right to elect to
terminate his employment.
(b) Upon Executive's termination of employment in accordance with paragraph
(a) of this Section 4, on the Date of Termination, as defined in Section 8 of
this Agreement, the Company shall be obligated to pay Executive, or, in the
event of his death following the Date of Termination, his beneficiary or
beneficiaries, or his estate, as the case may be, an amount equal to the sum
of: (i) the base salary and incentive compensation that would have been paid
to Executive for the remaining term of this Agreement had the Event of
Termination not occurred (based on Executive's then current base salary and
most recently paid or accrued bonus at the time of the Event of Termination)
plus (ii) the value, as calculated by a recognized firm customarily
performing such valuation, of any stock options which, as of the Date of
Termination, have been granted to Executive but are not exercisable by
Executive and the value of any restricted stock awards which have been
granted to Executive, but in which Executive does not have a non-forfeitable
or fully-vested interest as of the Date of Termination, plus (iii) the value
of all employee benefits that would have been provided to Executive for the
remaining term of this Agreement had the Event of Termination not occurred,
based on the most recent level of contribution, accrual or other
participation by or on behalf of Executive. At the election of Executive,
which election is to be made prior to the Date of Termination, such payments
shall be made in a lump sum. In the event that no election is made, payment
to Executive will be made on a monthly basis in approximately equal
installments during the remaining term of this Agreement. These payments
shall not be reduced in the event Executive subsequently obtains other
employment.
(c) In addition to the payments provided for in paragraph (b) of this
Section 4, upon Executive's termination of employment in accordance with the
provisions of paragraph (a) of this Section 4, to the extent that the Company
or the Bank continues to offer any life, medical, dental or disability
insurance plans or arrangements in which Executive or his dependents
participate as of the date of the Event of Termination (each being a "Welfare
Plan"), Executive and his covered dependents shall continue participating in
such Welfare Plans at no premium cost to Executive and subject to the same
premium contributions for Executive's dependents as were required immediately
prior to the Event of Termination until the earlier of (i) Executive's death;
(ii) his employment by another employer other than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement. If
the Company or the Bank does not offer the Welfare Plans at any time after
the Event of Termination, then the Company shall provide Executive with a
payment equal to its share of the premiums for such benefits for the period
which runs until the earlier of (i) his death; (ii) his employment by another
employer other than one of which he is the majority owner; or (iii) the end
of the remaining term of this Agreement.
5. Change in Control.
(a) For purposes of this Agreement, a "Change in Control" shall mean an
event that: (i) would be required to be reported in response to Item 1(a) of
the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (ii) results in a Change in Control of the Bank or the Company
within the meaning of the Home Owners' Loan Act of 1933, as amended, the
Federal Deposit Insurance Act, or the Rules and Regulations promulgated by
the Office of Thrift Supervision (or its predecessor agency), as in effect on
the date hereof (provided, that in applying the definition of change in
control as set forth under the rules and regulations of the OTS, the Board of
Directors shall substitute its judgment for that of the OTS); or (iii)
without limitation, such a Change in Control shall be deemed to have occurred
at such time as: (A) 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 voting
securities of the Bank or the Company representing 20% or more of the Bank's
or the Company's outstanding voting securities or the right to acquire such
securities, except for any voting securities of the Bank purchased by the
Company and any voting securities purchased by any employee benefit or stock-
based compensation plan of the Company or its subsidiaries; or (B)
individuals who constitute the Board of Directors on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters (3/4)
of the directors comprising the Incumbent Board, or whose nomination for
election by the Company's stockholders was approved by a Nominating Committee
solely composed of members who are Incumbent Board members, shall be, for
purposes of this clause (B), considered as though he or she were a member of
the Incumbent Board; or (C) a plan of reorganization, merger, consolidation,
or sale of all or substantially all of the assets of the Bank or the Company,
or a similar transaction occurs or is effectuated, in which the Bank or
Company is not the resulting entity; provided, however, that such an event
will be deemed to have occurred or to have been effectuated upon the receipt
of all required federal regulatory approvals, not including the lapse of any
statutory waiting periods; or (D) a proxy statement has been distributed
soliciting proxies from stockholders of the Company, by someone other than
the current management of the Company, seeking stockholder approval of a plan
of reorganization, merger or consolidation of the Company or Bank with one or
more corporations, as a result of which the outstanding shares of the class
of securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Company; or (E) a tender offer is made for 20% or more of the voting
securities of the Bank or the Company then outstanding.
(b) If any of the events described in paragraph (a) of this Section 5,
constituting a Change in Control, have occurred, or if the Board of Directors
determines that a Change in Control has occurred, Executive shall be entitled
to the benefits provided for in paragraphs (c), (d), (e), (f) and (g) of this
Section 5 upon his termination of employment at any time during the term of
this Agreement on or after the date the Change in Control occurs due to (i)
Executive's dismissal; (ii) Executive's resignation following any demotion,
loss of title, office or significant authority or responsibility, reduction
in annual compensation or benefits or relocation of his principal place of
employment by more than fifty (50) miles from its location immediately prior
to the Change in Control; or (iii) Executive's resignation for any reason
within the sixty (60) day period following the date that is one year from the
date of the Change in Control, unless Executive's termination is for Just
Cause as defined in Section 7 of this Agreement; provided, however, that such
benefits shall be reduced by any payments made under Section 4 of this
Agreement.
(c) Upon the occurrence of a Change in Control, followed by Executive's
termination of employment as provided for in paragraph (b) of this Section 5,
the Company shall pay Executive, or in the event of his subsequent death, his
beneficiary or beneficiaries or his estate, as the case may be, as severance
pay or liquidated damages, or both, a sum equal to the greater of: 1) the
payments and benefits due for the remaining term of this Agreement; or 2) the
greater of (i) five (5) times Executive's average annual compensation for the
five (5) preceding taxable years, (ii) five (5) times Executive's highest
annual compensation over the most recent five taxable years, or (iii) five
(5) times Executive's annual compensation over the trailing twelve (12) month
period.
In determining Executive's annual compensation for purposes of this Section
5, annual compensation shall include base salary and any other taxable
income, including, but not limited to, amounts related to the granting,
vesting or exercise of restricted stock or stock option awards (including the
value realized on the exercise of incentive stock options, whether taxable or
not at the time of exercise), commissions, bonuses (whether paid or accrued
for the applicable period), severance payments, retirement benefits, director
or committee fees and fringe benefit, paid or to be paid to Executive, or
paid for Executive's benefit, during any such year, as well as profit
sharing, employee stock ownership plan and other retirement contributions or
benefits, including any tax-qualified or non-tax qualified plans or
arrangements (whether or not taxable) made or accrued on behalf of Executive
for such year and the value (based on the Black-Scholes valuation method) of
stock options (based on the values determined for purposes of the Company's
FAS 123 determination in the Company's financial statements for the year that
includes and immediately follows the date of vesting).
At the election of Executive, which shall be made prior to or within thirty
(30) days of the Date of Termination on or following a Change in Control,
payment may be made in a lump sum (without discount for early payment) on or
immediately following the Date of Termination (which may be the date a Change
in Control occurs) or paid in equal monthly installments during the sixty
(60) months following Executive's termination. In the event that no election
is made, payment to Executive will be made on a monthly basis during the
sixty (60) months following Executive's termination.
(d) Upon the occurrence of a Change in Control, Executive will be entitled
to receive benefits due him under or contributed by the Bank or the Company
on his behalf pursuant to any retirement, incentive, profit sharing or other
retirement, bonus, performance, disability or other employee benefit plan
maintained by the Company or the Bank on Executive's behalf, to the extent
such benefits are not otherwise paid to Executive under a separate provision
of this Agreement. In addition, for purposes of determining his vested
accrued benefit, Executive shall be credited, either under any defined
benefit pension plan maintained by the Bank or, if not permitted under such
plan, under a separate arrangement, with the additional "years of service"
that he would have earned for vesting and benefit accrual purposes for the
remaining term of the Agreement had his employment not terminated.
(e) Upon the Executive's termination of employment in connection with a
Change in Control, the Company will cause to be continued life, medical,
dental and disability coverage substantially identical to the coverage
maintained by the Company or the Bank for Executive and any of his dependents
covered under such plans immediately prior to the Change in Control. Such
coverage and payments shall cease upon the expiration of sixty (60) full
calendar months following the Date of Termination. In the event Executive's
participation in any of these plans or programs is barred, the Company shall
arrange to provide Executive and his dependents with benefits substantially
similar to those they would otherwise have been entitled to receive under
such plans and programs, or at the election of Executive, provide the
economic equivalent of such coverage.
(f) The use or provision of any membership, license, automobile use, or
other perquisites shall be continued during the remaining term of the
Agreement on the same financial terms and obligations as were in place
immediately prior to the Change in Control. To the extent that any item
referred to in this paragraph will, at the end of the term of this Agreement,
no longer be available to Executive, Executive will have the option to
purchase all rights then held by the Company or the Bank to such item for a
price equal to the then fair market value of the item.
(g) In the event that Executive is receiving monthly payments pursuant to
Section 5(c) hereof, between the dates of January 1 and January 31 of each
year thereafter, Executive shall elect whether the balance of the amount
payable under the Agreement at that time shall be paid in a lump sum or on a
pro rata basis. Such election shall be irrevocable for the year for which it
is made.
6. Change in Control Related Provisions.
(a) Notwithstanding the preceding provisions of Section 5 of this Agreement,
for any taxable year in which Executive shall be liable for the payment of an
excise tax under Section 4999 of the Code (or any successor provision
thereto), with respect to any payment in the nature of compensation made by
the Company or its subsidiaries to (or for the benefit of) Executive pursuant
to this Agreement or otherwise, the Company (or any successor thereto) shall
pay to Executive an amount determined under the following formula:
An amount equal to: (E x P) + X
WHERE:
X = E x P
-----------------------------------------
1 - [(FI x (1 - SLI)) + SLI + E + M + PO]
E = the rate at which the excise tax is assessed under Section
4999 of the Code;
P = the amount with respect to which such excise tax is
assessed, determined without regard to this Section 6;
FI = the highest marginal rate of federal income, employment,
and other taxes (other than taxes imposed under Section
4999 of the Code) applicable to Executive for the taxable
year in question (including any effective increase in
Executive's tax rate attributable to the disallowance of
any deduction);
SLI = the sum of the highest marginal rates of income and
payroll tax applicable to Executive under applicable state
and local laws for the taxable year in question (including
any effective increase in Executive's tax rate
attributable to the disallowance of any deduction);
M = highest marginal rate of Medicare tax; and
PO = adjustment for phase out of or loss of deduction, personal
exemption or other similar items.
With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Executive under the terms of this Agreement or otherwise,
and on which an excise tax under Section 4999 of the Code may or will be
assessed, the payment determined under this Section 6 shall be made to
Executive on the earliest of: (i) the date the Company is required to
withhold such tax; (ii) the date the tax is required to be paid by Executive;
or (iii) at the time of the Change in Control. Notwithstanding any provision
in this Agreement to the contrary is the intention of the parties that the
Company provide Executive with a full tax gross-up under the provisions of
this Section 6, so that on a net after-tax basis, the result to Executive
shall be the same as if the excise tax under Section 4999 (or any successor
provisions) of the Code had not been imposed. The payment shall be adjusted,
as appropriate, if alternative minimum tax rules under the Code are
applicable to Executive.
(b) Notwithstanding the foregoing, if it is: (i) initially determined by the
Company's tax advisors that no excise tax under Section 4999 is due with
respect to any payment or benefit described in the first paragraph of Section
6(a) and, it is subsequently determined in a final judicial determination or
a final administrative settlement that the Section 4999 excise tax is due
with respect to such payments or benefits; or (ii) it is subsequently
determined in a final judicial determination or a final administrative
settlement to which Executive is a party that the excise tax under Section
4999 is due or that the excess parachute payment as defined in Section 4999
of the Code is more than the amount determined as "P", above (such revised
determination under (i) or (ii) above being thereafter referred to as the
"Determinative Excess Parachute Payment"), then the tax advisors of the
Company (or any successor thereto) shall determine the amount (the
"Adjustment Amount"), the Company (or its successor) must pay to Executive,
in order to put Executive in the same position as Executive would have been
if the amount determined as "P" above had been equal to the Determinative
Excess Parachute Payment. In determining the Adjustment Amount, the tax
advisors shall take into account any and all taxes (including any penalties
of any nature and interest) paid or payable by Executive in connection with
such final judicial determination or final administrative settlement. As
soon as practicable after the Adjustment Amount has been so determined, the
Company shall pay the Adjustment Amount to Executive.
(c) The Company (or its successor) shall indemnify and hold Executive
harmless from any and all losses, costs and expenses (including, without
limitation, reasonable attorney's fees, reasonable accountant's fees,
interest, fines and penalties of any kind) which Executive incurs as a result
of any administrative or judicial review of Executive's liability under
Section 4999 of the Code by the Internal Revenue Service or any comparable
state agency, through and including a final judicial determination or final
administrative settlement of any dispute arising out of Executive's liability
for the Section 4999 excise tax or otherwise relating to the classification
for purposes of Section 280G of the Code of any payment or benefit in the
nature of compensation made or provided to Executive by the Company or any
successor thereto. Executive shall promptly notify the Company in writing
whenever Executive receives notice of the commencement of any judicial or
administrative proceeding, formal or informal, in which the federal tax
treatment under Section 4999 of the Code of any amount paid or payable under
this Agreement is being reviewed or is in dispute (including a notice of
audit or other inquiry concerning the reporting of Executive's liability
under Section 4999). The Company (or its successor) may assume control at
its expense over all legal and accounting matters pertaining to such federal
or state tax treatment (except to the extent necessary or appropriate for
Executive to resolve any such proceeding with respect to any matter unrelated
to amounts paid or payable pursuant to this contract) and Executive shall
cooperate fully with the Company in any such proceeding. Executive shall not
enter into any compromise or settlement or otherwise prejudice any rights the
Company (or its successor) may have in connection therewith without prior
consent by the Company (or its successor). In the event that the Company (or
any successor thereto) elects not to assume control over such matters, the
Company (or any successor thereto) shall promptly reimburse Executive for all
expenses related to such matters as and when incurred upon the presentation
of appropriate documentation relating thereto.
7. Termination for Just Cause
The phrase termination for "Just Cause" shall mean termination because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule, regulation (other than
traffic violations or similar offenses), final cease and desist order or
material breach of any provision of this Agreement. Notwithstanding the
foregoing, Executive shall not be deemed to have been terminated for Just
Cause unless and until there shall have been delivered to him a Notice of
Termination which shall include a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths (3/4) of the members of the
Board of Directors at a meeting of the Board of Directors called and held for
that purpose (after reasonable notice to Executive and an opportunity for
him, together with counsel, to be heard before the Board of Directors),
finding that, in the good faith opinion of the Board of Directors, Executive
was guilty of conduct justifying termination for Just Cause and specifying in
detail the particulars of such conduct. Executive shall not have the right
to receive compensation or other benefits for any period after termination
for Just Cause. During the period beginning on the date of the Notice of
Termination for Just Cause pursuant to Section 8 hereof through the Date of
Termination, stock options granted to Executive under any stock option plan
shall not be exercisable nor shall any unvested awards granted to Executive
under any stock benefit plan of the Bank, the Company or any subsidiary or
affiliate thereof, vest. At the Date of Termination, these stock options and
any unvested awards shall become null and void and shall not be exercisable
by or delivered to Executive at any time subsequent to his termination for
Just Cause.
8. Notice.
(a) Any purported termination by the Company or by Executive shall be
communicated by a Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which indicates the specific termination provision in this Agreement
relied upon and sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under
the provision so indicated.
(b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the case of a termination for Just Cause, shall not be
less than thirty (30) days from the date such Notice of Termination is
given).
(c) If, within thirty (30) days after any Notice of Termination is given,
the party receiving such Notice of Termination notifies the other party that
a dispute exists concerning the termination, except upon the occurrence of a
Change in Control and voluntary termination by Executive, in which case the
Date of Termination shall be the date specified in the Notice, the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding arbitration
award or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal
having been perfected), and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute,
the Company will continue to pay Executive his full compensation in effect
when the notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue him as a participant in all
compensation, benefit and insurance plans in which he was participating when
the notice of dispute was given, until the dispute is finally resolved in
accordance with this Agreement. Amounts paid pursuant to this provision
shall be in addition to all other amounts due under this Agreement and shall
not be offset against or reduce any other amounts due under this Agreement.
9. Post-Termination Obligations.
All payments and benefits to Executive under this Agreement shall be subject
to Executive's compliance with this Section 9 for one (1) full year after the
earlier of the expiration of this Agreement or the termination of Executive's
employment with the Company. Executive shall, upon reasonable notice,
furnish such information and assistance to the Company as may reasonably be
required by the Company in connection with any litigation in which it or any
of its subsidiaries or affiliates is, or may become, a party.
10. Non-Competition and Non-Disclosure.
(a) Upon any termination of Executive's employment pursuant to Section 4 of
this Agreement, Executive agrees not to compete with the Company or its
subsidiaries for a period of one (1) year following such termination in any
city, town or county in which Executive's normal business office is located
and the Company or any of its subsidiaries has an office or has filed an
application for regulatory approval to establish an office, determined as of
the effective date of such termination, except as agreed to pursuant to a
resolution duly adopted by the Board of Directors. Executive agrees that
during such period and within said cities, towns and counties, Executive
shall not work for or advise, consult or otherwise serve with, directly or
indirectly, any entity whose business materially competes with the
depository, lending or other business activities of the Company or its
subsidiaries. The parties hereto, recognizing that irreparable injury will
result to the Company or its subsidiaries, its business and property in the
event of Executive's breach of this Subsection 10(a), agree that, in the
event of any such breach by Executive, the Company or its subsidiaries will
be entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive, Executive's
partners, agents, servants, employees and all persons acting for or under the
direction of Executive. Executive represents and admits that in the event of
the termination of his employment pursuant to Section 4 of this Agreement,
Executive's experience and capabilities are such that Executive can obtain
employment in a business engaged in other lines and/or of a different nature
than the Company or its subsidiaries, and that the enforcement of a remedy by
way of injunction will not prevent Executive from earning a livelihood.
Nothing herein will be construed as prohibiting the Company or its
subsidiaries from pursuing any other remedies available to them for such
breach or threatened breach, including the recovery of damages from
Executive.
(b) Executive recognizes and acknowledges that the knowledge of the business
activities and plans for business activities of the Company and its
subsidiaries as it may exist from time to time, is a valuable, special and
unique asset of the business of the Company and its subsidiaries. Executive
will not, during or after the term of his employment, disclose any knowledge
of the past, present, planned or considered business activities of the
Company and its subsidiaries thereof to any person, firm, corporation or
other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors or required by law. Notwithstanding the foregoing,
Executive may disclose any knowledge of banking, financial and/or economic
principles, concepts or ideas which are not solely and exclusively derived
from the business plans and activities of the Company or its subsidiaries.
In the event of a breach or threatened breach by Executive of the provisions
of this Section 10(b), the Company will be entitled to an injunction
restraining Executive from disclosing, in whole or in part, his knowledge of
the past, present, planned or considered business activities of the Company
or its subsidiaries or from rendering any services to any person, firm,
corporation or other entity to whom such knowledge, in whole or in part, has
been disclosed or is threatened to be disclosed. Nothing herein will be
construed as prohibiting the Company from pursuing any other available
remedies for such breach or threatened breach, including the recovery of
damages from Executive.
11. Death and Disability.
(a) Death. Notwithstanding any other provision of this Agreement to the
contrary, in the event of Executive's death during the term of this
Agreement, the Company shall immediately pay his estate any salary and bonus
accrued but unpaid as of the date of his death, and, for a period of six (6)
months after Executive's death, the Company shall continue to provide his
dependents medical insurance benefits existing on the date of his death and
shall pay Executive's designated beneficiary all compensation that would
otherwise be payable to him pursuant to Section 3(a) of this Agreement. This
provision shall not negate any rights Executive or his beneficiaries may have
to death benefits under any employee benefit plan of the Company or the Bank.
(b) Disability
(i) The Company or Executive may terminate Executive's employment after
having established Executive's Disability. For purposes of this agreement,
"Disability" means a physical or mental infirmity that impairs Executive's
ability to substantially perform his duties under this Agreement and that
results in Executive becoming eligible for long-term disability benefits
under the Company's or the Bank's long-term disability plan (or, if the
Company or the Bank has no such plan in effect, that impairs Executive's
ability to substantially perform his duties under this Agreement for a period
of one hundred eighty (180) consecutive days). The Board of Directors shall
determine whether or not Executive is and continues to be permanently
disabled for purposes of this Agreement in good faith, based upon competent
medical advice and other factors that they reasonably believe to be relevant.
As a condition to Executive's receipt of disability benefits, the Board of
Directors may require Executive to submit to such physical or mental
evaluations and tests as it deems reasonably appropriate.
(ii) In the event of Disability, Executive's obligation to perform
services under this Agreement will terminate. In the event of such
termination, Executive shall continue to receive (x) one hundred percent
(100%) of his monthly Base Salary (at the annual rate in effect on the Date
of Termination) through the one hundred eightieth (180th) day following the
Date of Termination by reason of Disability and (y) sixty percent (60%) of
his monthly base salary from the one hundred eighty-first (181st) day
following termination through the earlier of the date of his death or the
date he attains age 65. Such payments shall be reduced by the amount of any
short- or long-term disability benefits payable to Executive under any
disability program sponsored by the Company or the Bank. In addition, during
any period of Executive's Disability, Executive and his dependents shall, to
the greatest extent possible, continue to be covered under all benefit plans
(including, without limitation, retirement plans and medical, dental and life
insurance plans) of the Company or the Bank in which Executive participated
prior to the occurrence of Executive's Disability, on the same terms as if
Executive were actively employed by the Company.
12. Source of Payments.
(a) All payments provided for in this Agreement shall be timely paid in cash
or check from the general funds of the Company, subject to Section 12(b).
(b) Notwithstanding any contrary provision of this Agreement, to the extent
that payments and benefits, are paid to or received by Executive under the
Employment Agreement in effect between Executive and the Bank (the "Bank
Agreement"), such compensation payments and benefits paid by the Bank will be
subtracted from any amount due simultaneously to Executive under similar
provisions of this Agreement. Payments made pursuant to this Agreement and
the Bank Agreement shall be allocated in proportion to the level of activity
and the time expended on such activities by Executive as determined by the
Company and the Bank.
13. Effect of Prior Agreements and Existing Benefit Plans.
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreements between the Company or any
predecessor of the Company and Executive, except that this Agreement shall
not affect or operate to reduce any benefit or compensation inuring to
Executive of a kind elsewhere provided. No provision of this Agreement shall
be interpreted to mean that Executive is subject to receiving fewer benefits
than those available to him without reference to this Agreement.
14. No Attachment.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge or hypothecation, or to execution,
attachment, levy or similar process or assignment by operation of law, and
any attempt, voluntary or involuntary, to affect any such action shall be
null, void and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive, the Company and their respective successors and assigns.
15. Modification and Waiver.
(a) This Agreement may not be modified or amended except by an instrument in
writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be deemed
a continuing waiver unless specifically stated therein, and each such waiver
shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future as to any act
other than that specifically waived.
16. Severability.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other
provision of this Agreement or any part of such provision not held to be
invalid, and all other provisions or parts of such provisions shall, to the
full extent consistent with law, continue in full force and effect.
17. Headings for Reference Only.
The headings of sections and paragraphs in this Agreement are included solely
for convenience of reference and shall not control the meanings or
interpretations of any of the provisions of this Agreement.
18. Governing Law.
This Agreement shall be governed by the laws of the State of Delaware without
regard to principles of conflicts of law of that State.
19. Arbitration.
Any dispute or controversy arising under, or in connection with this
Agreement shall be settled exclusively by arbitration conducted before a
panel of three (3) arbitrators, sitting in a location selected by Executive
that is within fifty (50) miles of the location of the Bank, 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 the
appropriate jurisdiction; provided, however, that Executive shall be entitled
to seek specific performance of his right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under,
or in connection with, this Agreement.
In the event any dispute or controversy arising under, or in connection with,
Executive's termination is resolved in favor of Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the
payment of all back-pay, including salary, bonuses and any other cash
compensation, fringe benefits and any other compensation and benefits due
Executive under this Agreement.
20. Payment of Legal Fees.
All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Company, only if Executive is successful pursuant
to a legal judgment, arbitration or settlement.
21. Indemnification.
The Company shall provide Executive (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense and shall indemnify Executive (and
his heirs, executors and administrators) to the fullest extent permitted
under Delaware law against all expenses and liabilities reasonably incurred
by him in connection with, or arising out of, any action, suit or proceeding
in which he may be involved by reason of his having been a director or
officer of the Company (whether or not he continues to be a director or
officer at the time of incurring such expenses or liabilities). Such
expenses and liabilities shall include, but not be limited to, judgments,
court costs and attorneys' fees and the costs of reasonable settlements.
22. Successor to the Company.
The Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business or assets of the Bank or the Company,
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Agreement, in the same manner and to the same extent
that the Company would be required to perform if no such succession or
assignment had taken place.
SIGNATURE
IN WITNESS WHEREOF, Great American Bancorp, Inc. has caused this Agreement to
be executed and its seal to be affixed hereunto by its duly authorized
officer and its directors, and Executive has signed this Agreement, on the
15th day of April, 2003.
ATTEST: GREAT AMERICAN BANCORP, INC.
/s/ Jane F. Adams By: /s/ Ronald E. Guenther
- -------------------- ---------------------------------
Corporate Secretary For the Entire Board of Directors
[SEAL]
WITNESS: EXECUTIVE
/s/ Jane F. Adams /s/ George R. Rouse
- ------------------- ---------------------------------
Corporate Secretary George R. Rouse
Exhibit 11.0
Earnings per share (unaudited)
Earnings per share (EPS) were computed as follows
(dollar amounts in thousands except share data):
Three Months Ended
March 31, 2003
-------------------------------
Weighted
Average Per Share
Income Shares Amount
-------------------------------
Basic Earnings Per Share
Income available to common stockholders $ 465 779,824 $ 0.60
Effect of Dilutive Securities
Stock options 92,260
Unearned incentive plan shares 5,399
-------------------------------
Diluted Earnings Per Share
Income available to common stockholders
and assumed conversion $ 465 877,483 $ 0.53
===============================
Three Months Ended
March 31, 2002
-------------------------------
Weighted
Average Per Share
Income Shares Amount
-------------------------------
Basic Earnings Per Share
Income available to common stockholders $ 504 854,737 $ 0.59
Effect of Dilutive Securities
Stock options 57,251
Unearned incentive plan shares 5,432
-------------------------------
Diluted Earnings Per Share
Income available to common stockholders
and assumed conversion $ 504 917,420 $ 0.55
===============================
Exhibit 99.0
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Great American Bancorp, Inc.
(the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission (the "Report"), I, George R.
Rouse, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002,
that:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company as of and for the period
covered by the Report.
/s/ George R. Rouse
----------------------------
George R. Rouse
Chief Executive Officer
May 13, 2003
A signed original of this written statement required by Section 906 has been
provided to Great American Bancorp, Inc. and will be retained by Great
American Bancorp, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Great American Bancorp, Inc.
(the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission (the "Report"), I, Jane F. Adams,
Chief Financial Officer, Secretary and Treasurer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-
Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company as of and for the period
covered by the Report.
/s/ Jane F. Adams
----------------------------
Jane F. Adams
Chief Financial Officer,
Secretary and Treasurer
May 13, 2003
A signed original of this written statement required by Section 906 has been
provided to Great American Bancorp, Inc. and will be retained by Great
American Bancorp, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
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