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) January 11, 2005
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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)
Registrant's telephone number, including area code (217) 356-2265
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On January 11, 2005, Great American Bancorp, Inc. issued a press release
in which it announced its unaudited results of operations for the three months
and fiscal year ended December 31, 2004. A copy of the press release is
furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 3.01(d) Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
The Board of Directors of Great American Bancorp, Inc. (the "Company"),
by resolution adopted on January 10, 2005, authorized the withdrawal of the
Company's securities from inclusion for trading on the Nasdaq SmallCap Market.
On January 11, 2005, the Company issued a press release of its intent to
delist its common stock from the Nasdaq SmallCap Market and commence trading
on the Over-the-Counter Bulletin Board effective by the end of January 2005.
The Company also stated that because its common stock is held of record by
less than 300 holders, it will also be terminating the registration of its
common stock under the Securities Exchange Act of 1934 by filing a Form 15
with the Securities and Exchange Commission concurrently with the delisting
from the Nasdaq SmallCap Market. Upon the filing of the Form 15, the
obligation of the Company to file with the SEC certain specified reports and
forms, including 10-KSB, 10-QSB and 8-K reports will be suspended.
The Company's press release announcing it's delisting from the Nasdaq
SmallCap Market is incorporated herein by reference and is filed as exhibit
99.2 to this Report.
Item 8.01 Other Events
The Registrant also incorporates by reference the press release dated
January 11, 2005 attached as Exhibit 99.2, relating to the Company's
announcement that its Board of Directors has approved a 5% stock repurchase
program.
Item 9.01 Financial Statements and Exhibits
c. Exhibits
Exhibit Number Description
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99.1 Press release dated January 11, 2005
99.2 Press release dated January 11, 2005
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 January 11, 2005 /s/ Jane F. Adams
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Jane F. Adams
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
No. Description Method of Filing
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99.1 News Release Filed herewith
Dated January 11, 2005
99.2 News Release Filed herewith
Dated January 11, 2005
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
January 11, 2005
Contact: Ms. Jane F. Adams
Chief Financial Officer and Investor Relations
(217) 356-2265
GREAT AMERICAN BANCORP, INC.
UNAUDITED RESULTS FOR FISCAL 2004 - NET INCOME OF $1,457,000
Champaign, Illinois - Great American Bancorp, Inc. (Nasdaq SmallCap/GTPS), the
holding company for First Federal Savings Bank of Champaign-Urbana, reported
net income of $1,457,000 for the year ended December 31, 2004, a decrease of
$13,000 from $1,470,000 reported for the year ended December 31, 2003. Basic
earnings per share were $1.97 for the twelve months ended December 31, 2004,
compared to $1.93 for the twelve months ended December 31, 2003, while fully
diluted earnings per share were $1.82 for the year ended December 31, 2004, up
from $1.75 for the year ended December 31, 2003. The increase in earnings per
share for 2004 is mainly due to lower average outstanding common shares in
2004.
Net income declined in 2004 primarily due to lower noninterest income and
higher noninterest expense, offset by higher net interest income and a
reduction in income tax expense.
Net interest income was $5,829,000 for the year ended December 31, 2004;
increasing $281,000, or 5.1%, from $5,548,000 reported for the year ended
December 31, 2003. Net interest income was higher in 2004 mainly due to lower
interest expense on deposits, offset by a decrease in interest income from
loans. Interest income from loans was lower in 2004 due mainly to a decrease
in average loan yields. Total net loans averaged $111.63 million during the
year ended December 31, 2004 compared to $107.97 million for fiscal 2003.
Total average loans increased mainly as a result of growth in residential
mortgage loans and construction loans during 2004, offset by payoffs in the
multifamily and commercial mortgage loan categories during the latter half of
2003. The average yield on net loans declined from 7.28% for the year ended
December 31, 2003 to 6.61% for the year ended December 31, 2004.
Interest expense on deposits declined primarily as a result of a decrease in
total certificates of deposit and a reduction in the average rate accrued on
deposits. Total certificates of deposit averaged $49.13 million for fiscal
2004, down from an average of $58.33 million for fiscal 2003. Since the
Company maintained significant levels of cash and short-term investments
during 2004, which were mainly generated from residential loan sales during
2003, the Company did not actively promote certificates of deposit during
2004. The average rate on deposits declined from 1.88% for 2003 to 1.36% for
2004.
The Company recorded no provision for loan losses for the years ended December
31, 2004 and 2003. Management's analyses of the allowance for loan losses
during both years determined that no additional allocation to the allowance
was warranted.
Noninterest income totaled $3,126,000 for the year ended December 31, 2004,
$213,000, or 6.4%, lower than the $3,339,000 recorded for 2003. This decrease
was mostly due to lower net gains from loan sales, offset by higher insurance
sales commissions. Total net gains on loan sales totaled $29,000 for 2004
compared to $648,000 for 2003. The Company sold $1,845,000 in loans during
2004 compared to $30.83 million in loan sales for 2003. In October 2003, the
Company suspended a strategy of selling the majority of new and refinanced
one-to-four-family fixed rate residential mortgage loans to the secondary
market. This strategy was implemented in July 2001. The mortgage loans sold
in 2004 were sold according to a management strategy implemented in the first
quarter of 2004 to sell lower rate 30-year fixed-rate home mortgage loans.
Insurance sales commissions increased $318,000, or 19.5%, from $1,629,000 for
2003 to $1,947,000 for 2004. This increase was mainly due to growth in new
commercial and group life and health insurance customers and an increase in
contingent commissions which are commissions paid by an insurance company
based on the overall profit and/or volume of business placed with that
insurance company.
Noninterest expense was $6,621,000 for 2004, $128,000, or 2.0%, higher than
the $6,493,000 reported for 2003. This increase was primarily due to higher
salaries and employee benefits expense, equipment expenses, and professional
fees.
Income tax expense was $877,000 for 2004 compared to $924,000 for 2003,
declining $47,000, or 5.1%. This decrease was mainly due to lower pretax
earnings. The effective tax rates for 2004 and 2003 were 37.6% and 38.6%
respectively.
Net income for the fourth quarter of 2004 was $424,000, which was $222,000
higher than net income recorded of $202,000 for the fourth quarter of 2003.
Net interest income for the fourth quarter of 2004 was $1,595,000 compared to
$1,285,000 for the fourth quarter of 2003. The Company recorded no provision
for loan losses for the fourth quarters of 2004 or 2003. Noninterest income
was $745,000 for the fourth quarter of 2004 and $637,000 for the fourth
quarter of 2003. This increase is attributable to higher insurance sales
commissions and an increase in other income. Insurance sales commissions were
higher for the fourth quarter of 2004 due mainly to growth in commercial
customers. Other income was higher in the fourth quarter of 2004 due mainly
to a $40,000 gain recorded on the sale of rental property that had previously
been used as a banking branch. Noninterest expense was $1,639,000 for the
fourth quarter of 2004, $52,000 higher than the $1,587,000 reported for the
fourth quarter of 2003.
Total assets at December 31, 2004 were $159.77 million, compared to $159.45
million at December 31, 2003. Total cash and cash equivalents decreased from
$44.06 million at December 31, 2003 to $24.82 million at December 31, 2004,
while total net loans increased $21.26 million, or 21.1%, from $100.77 million
at December 31, 2003 to $122.03 million at December 31, 2004, due mainly to an
increase in residential mortgage loans. Total deposits decreased $1.61
million, from $126.66 million at December 31, 2003 to $125.05 million at
December 31, 2004.
First Federal Savings Bank of Champaign-Urbana is head quartered 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. The Bank's subsidiary, Park Avenue Service Corporation, 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-2005-01
Great American Bancorp, Inc.
Consolidated Balance Sheets
December 31, 2004 and 2003
(in thousands, except share data)
Dec. 31, 2004 Dec. 31, 2003
(Unaudited)
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Assets
Cash and due from banks $ 6,507 $ 4,388
Interest-bearing demand deposits 6,310 9,674
Federal Home Loan Bank term deposit 12,000 30,000
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Cash and cash equivalents 24,817 44,062
Available-for-sale securities 3,126 4,200
Held-to-maturity securities 291 532
Loans, net of allowance for loan
losses of $1,200 and $1,190 122,026 100,772
Premises and equipment 5,949 6,299
Federal Home Loan Bank stock 1,407 1,324
Other assets 2,155 2,261
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Total assets $ 159,771 $ 159,450
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Liabilities and Stockholders' Equity
Liabilities
Deposits
Demand $ 15,745 $ 13,008
Savings, NOW and money market 65,499 59,945
Time 43,807 53,711
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Total deposits 125,051 126,664
Federal Home Loan Bank advances 15,000 13,000
Other liabilities 2,038 2,150
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Total liabilities 142,089 141,814
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Commitments and Contingent Liabilities
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: 735,003 and 756,003 shares 21 21
Additional paid-in-capital 20,635 20,412
Retained earnings 21,640 20,508
Unearned incentive plan shares (59) (63)
Accumulated other comprehensive income (9) 20
Treasury stock, at cost, - 1,317,747 and
1,296,747 shares (24,546) (23,262)
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Total stockholders' equity 17,682 17,636
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Total liabilities and
stockholders' equity $ 159,771 $ 159,450
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Great American Bancorp, Inc.
Consolidated Statements of Income
For the Years Ended December 31, 2004 and 2003
(unaudited, in thousands, except share data)
Year Ended Year Ended
Dec. 31, 2004 Dec. 31, 2003
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Interest Income:
Loans $ 7,382 $ 7,861
Securities 172 74
Dividends on Federal Home Loan Bank stock 83 79
Deposits with financial institutions
and other 315 415
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Total interest income 7,952 8,429
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Interest Expense:
Deposits 1,524 2,261
Federal Home Loan Bank advances 576 595
Other 23 25
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Total interest expense 2,123 2,881
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Net Interest Income 5,829 5,548
Provision for Loan Losses -- --
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Net Interest Income After
Provision for Loan Losses 5,829 5,548
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Noninterest Income:
Insurance sales commissions 1,947 1,629
Customer service fees 570 591
Other service charges and fees 244 235
Net gains on loan sales 29 648
Loan servicing fees 172 136
Other 164 100
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Total noninterest income 3,126 3,339
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Noninterest Expense:
Salaries and employee benefits 3,921 3,677
Net occupancy expense 554 566
Equipment expense 617 555
Professional fees 278 240
Marketing expense 204 226
Printing and office supplies 268 294
Directors and committee fees 137 142
Amortization of mortgage servicing rights 76 171
Other 566 622
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Total noninterest expense 6,621 6,493
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Income Before Income Taxes 2,334 2,394
Provision for Income Taxes 877 924
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Net income $ 1,457 $ 1,470
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Basic Earnings per Share $ 1.97 $ 1.93
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Diluted Earnings per Share $ 1.82 $ 1.75
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Great American Bancorp, Inc.
Consolidated Statements of Income
For the Three Months Ended December 31, 2004 and December 31, 2003
(unaudited, in thousands, except share data)
Quarter Ended Quarter Ended
Dec. 31, 2004 Dec. 31, 2003
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Interest Income:
Loans $ 1,962 $ 1,739
Securities 37 28
Dividends on Federal Home Loan Bank stock 21 23
Deposits with financial institutions
and other 85 103
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Total interest income 2,105 1,893
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Interest Expense:
Deposits 357 460
Federal Home Loan Bank advances 147 142
Other 6 6
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Total interest expense 510 608
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Net Interest Income 1,595 1,285
Provision for Loan Losses -- --
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Net Interest Income After
Provision for Loan Losses 1,595 1,285
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Noninterest Income:
Insurance sales commissions 395 350
Customer service fees 155 159
Other service charges and fees 65 58
Net gains on loan sales 13 1
Loan servicing fees 44 42
Other 73 27
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Total noninterest income 745 637
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Noninterest Expense:
Salaries and employee benefits 983 914
Net occupancy expense 137 137
Equipment expense 145 172
Professional fees 58 62
Marketing expense 54 42
Printing and office supplies 68 66
Directors and committee fees 34 34
Amortization of mortgage servicing rights 13 21
Other 147 139
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Total noninterest expense 1,639 1,587
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Income Before Income Taxes 701 335
Provision for Income Taxes 277 133
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Net income $ 424 $ 202
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Basic Earnings per Share $ 0.58 $ 0.27
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Diluted Earnings per Share $ 0.54 $ 0.24
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Great American Bancorp, Inc.
Selected Financial Data
(unaudited, in thousands, except per share data)
As of As of
Dec. 31, 2004 Dec. 31, 2003
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Total assets $ 159,771 $ 159,450
Total loans, net 122,026 100,772
Loan loss reserve 1,200 1,190
Non-performing assets 316 4
Non-performing assets to total assets 0.20% 0.00%
Allowance for loan losses to total assets 0.75% 0.75%
Investment securities 3,417 4,732
Total deposits 125,051 126,664
Checking deposits 39,605 35,218
Money market deposits 21,091 18,991
Passbook savings deposits 20,548 18,744
Certificates of deposit 43,807 53,711
Federal Home Loan Bank advances 15,000 13,000
Total stockholders' equity 17,682 17,636
Three Months Ended Year Ended
Dec. Dec. Dec. Dec.
2004 2003 2004 2003
(unaudited) (unaudited)
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Net interest margin (annualized) 4.41% 3.45% 4.03% 3.64%
ROA (annualized) 1.07% 0.50% 0.92% 0.88%
ROE (annualized) 9.68% 4.56% 8.42% 8.26%
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
January 11, 2005
Contact: Ms. Jane F. Adams
Chief Financial Officer and Investor Relations
(217) 356-2265
Great American Bancorp, Inc. Announces 5% Stock Repurchase Program and
Intent to Delist Voluntarily From Nasdaq SmallCap Market,
Shares to be Listed on OTC Bulletin Board
Champaign, Illinois - Great American Bancorp, Inc. (Nasdaq SmallCap/GTPS), the
holding company for First Federal Savings Bank of Champaign-Urbana, announced
today that its Board of Directors has authorized an additional common stock
repurchase of up to 36,750 shares. This amount is equal to five percent of
the Company's outstanding shares of 735,003 and is in addition to 8,121 shares
remaining to be purchased under a stock repurchase program approved in
February 2004. Under the program approved in February 2004, the Company has
repurchased 29,434 shares at an average price of $33.11 per share. Stock to
be repurchased will be made in open market transactions or directly from
shareholders, subject to the availability of stock and market conditions, and
will commence as soon as practicable.
The Board of Directors has also decided to voluntarily delist the Company's
common stock from quotation on the NASDAQ SmallCap Market effective by the end
of January 2005. The Company's common stock is expected to simultaneously
commence trading on the Over-the-Counter Bulletin Board (OTCBB).
The Company also intends to deregister its common stock under the Securities
Exchange Act of 1934 concurrently with the delisting from the NASDAQ SmallCap
Market.
George R. Rouse, President and Chief Executive Officer, explained that "Our
shares are thinly traded and are currently held by less than 300 holders,
which makes it difficult to justify the listing and SEC reporting costs." Mr.
Rouse added that "as a result of this action, the Bank expects to incur
significantly reduced accounting and legal fees and the administrative burdens
on our management will be reduced."
First Federal Savings Bank of Champaign-Urbana is head quartered 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. The Bank's subsidiary, Park Avenue Service Corporation, sells
insurance products through the GTPS Insurance Agency. The Bank's deposits are
insured by the Federal Deposit Insurance Corporation.
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GTPS-pr-2005-02