UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 5, 2004
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GREAT AMERICAN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-25808 52-1923366
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1311 S. Neil St., P.O. Box 1010, Champaign, IL 61824-1010
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(Address of principal executive offices) (Zip Code)
(217) 356-2265
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(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) The following Exhibit is included with this Report:
Exhibit No. Description
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99.1 Press Release, dated February 5, 2004
Item 12. Results of Operations and Financial Condition
On February 5, 2004, Great American Bancorp, Inc. (the "Company") issued
a press release announcing that the Company was correcting previously
announced unaudited financial information for the three months and year ended
December 31, 2003 and would be restating its unaudited financial statements
for the three and nine months ended September 30, 2003 to revise the
financial accounting impact of certain stock option exercises occurring in
the last two quarters of 2003. The Company also announced that it will be
filing an Amended Form 10-QSB for the quarter ended September 30, 2003 which
will include the effect of the restatement on the Company's unaudited
financial statements for the applicable periods.
As a result of the revision, total taxes recorded for financial
accounting purposes for the quarter ended September 30, 2003 were $206,000 as
compared to $162,000 previously reported and total taxes for the quarter
ended December 31, 2003 were $133,000 as compared to a tax benefit of $55,000
previously announced. The revisions also resulted in net income of $360,000
as compared to $404,000 previously reported for the third quarter of 2003,
net income of $202,000 as compared to $390,000 previously announced for the
fourth quarter of 2003 and net income of $1,470,000 as compared to $1,702,000
for 2003. The revisions do not affect the taxes due or paid by the Company
for the periods discussed but merely impact the Company's reported total
taxes for financial accounting purposes. The restatement of earnings does
not affect overall stockholders' equity as the adjustments were recognized as
a direct increase to additional paid-in capital rather than an increase in
retained earnings. The Company's prior financial accounting treatment of
such option exercises was based on a review by its independent auditors that
was subsequently revised as part of the year-end audit process.
The press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Great American Bancorp, Inc.
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(Registrant)
Date February 5, 2004 /s/ Jane F. Adams
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Chief Financial Officer
EXHIBIT INDEX
Exhibit 99.1 Press Release, dated February 5, 2004.
EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
February 5, 2004
Contact: Ms. Jane F. Adams
Chief Financial Officer and Investor Relations
(217) 356-2265
ANNOUNCES CORRECTION OF UNAUDITED YEAR-END EARNINGS PRESS RELEASE AND
RESTATEMENT OF THIRD QUARTER 2003 UNAUDITED FINANCIAL RESULTS
Champaign, Illinois (February 5, 2004) - Great American Bancorp, Inc. (Nasdaq
SmallCap/GTPS), the holding company for First Federal Savings Bank of
Champaign-Urbana, announced today that, based upon information furnished this
week by its independent auditors in connection with its year-end audit, the
Company has corrected unaudited earnings for the three months and year ended
December 31, 2003 which were previously announced on January 13, 2004 and
will be restating its unaudited financial statements for the three and nine
months ended September 30, 2003 to revise the financial accounting impact of
certain stock option exercises occurring in the last two quarters of 2003.
As a result of the revision, total taxes for financial accounting purposes
for the quarter ended September 30, 2003 were $206,000 as compared to
$162,000 previously reported and total taxes for the quarter ended December
31, 2003 were $133,000 as compared to a tax benefit of $55,000 previously
announced. The revisions resulted in net income for the third quarter of 2003
of $360,000 as compared to $404,000 previously reported, net income for the
fourth quarter of 2003 of $202,000 as compared to $390,000 previously
announced and net income for 2003 of $1,470,000 as compared to $1,702,000
previously announced.
The corrections revise the Company's reported provision for income taxes for
financial accounting purposes, however, will not have any impact on the taxes
due or paid by the Company for the periods discussed. The revisions increase
additional paid-in-capital rather than being recognized as retained earnings.
Therefore, overall stockholders' equity and book value per share are not
affected by these adjustments. The Company's prior financial accounting
treatment of such option exercises and calculation of total taxes was based
on a review by its independent auditors that was subsequently revised as part
of the year-end audit process.
The effects of the corrections and restatements are summarized in the
following tables:
For the Three and Nine Months Ended September 30, 2003
(in thousands, except share data)
Unaudited
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Nine Months Ended Three Months Ended
September 30, 2003 September 30, 2003
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as reported after as reported after
in 10-QSB adjustment in 10-QSB adjustment
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Income before taxes $ 2,059 $ 2,059 $ 566 $ 566
Income tax expense 747 747 162 162
Stock option adjustment -- 44 -- 44
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Total provision for
income taxes 747 791 162 206
Net income $ 1,312 $ 1,268 $ 404 $ 360
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Earnings per share:
Basic $ 1.71 $ 1.65 $ 0.53 $ 0.48
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Average number of shares 766,854 766,854 756,233 756,233
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Diluted $ 1.54 $ 1.49 $ 0.48 $ 0.43
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Average number of shares 851,092 851,092 843,729 843,729
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For the Three Months and Year Ended December 31, 2003
(in thousands, except share data)
Unaudited
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Year Ended Three Months Ended
December 31, 2003 December 31, 2003
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as reported as reported
in press after in press after
release adjustment release adjustment
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Income before taxes $ 2,394 $ 2,394 $ 335 $ 335
Income tax expense 692 692 (55) (55)
Stock option adjustment -- 232 -- 188
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Total provision for
income taxes 692 924 (55) 133
Net income $ 1,702 $ 1,470 $ 390 $ 202
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Earnings per share:
Basic $ 2.23 $ 1.93 $ 0.52 $ 0.27
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Average number of shares 763,070 763,070 751,842 751,842
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Diluted $ 2.02 $ 1.75 $ 0.47 $ 0.24
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Average number of shares 840,840 840,840 833,828 833,828
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As soon as practicable, the Company intends to file with the Securities
and Exchange Commission an amended Quarterly Report on Form 10-QSB for the
period ended September 30, 2003. First Federal Savings Bank of Champaign-
Urbana also intends to file as soon as practicable restated financial
statements with its regulators.
First Federal Savings Bank of Champaign-Urbana is headquartered in
Champaign, Illinois, and operates through its administrative/branch office in
Champaign and through two other full service branches located in Champaign
and Urbana. The Bank also provides full service brokerage activities through
a third-party broker-dealer and the Bank's subsidiary, Park Avenue Service
Corporation, also sells insurance products through the GTPS Insurance Agency.
The Bank's deposits are insured by the Federal Deposit Insurance Corporation.
This earnings report may contain certain forward-looking statements
which are based on management's current expectations regarding economic,
legislative, and regulatory issues that may impact the Company's earnings in
future periods. Factors that could cause future results to vary materially
from current management expectations include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, real estate
values, and competition, changes in accounting principles, policies, or
guidelines, changes in legislation or regulation, and other economic,
competitive, governmental, regulatory and technological factors affecting the
Company's operations, pricing, products and services.
Great American Bancorp, Inc. stock is traded on the Nasdaq SmallCap Market
System under the symbol "GTPS."
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GTPS-pr-2004-03