<PAGE>
Filed Pursuant to Rule No. 424 (b)(1)
Registration No. 333-12377
2,000,000 SHARES
GOLD BANC CORPORATION, INC.
LOGO COMMON STOCK
----------------
Gold Banc Corporation, Inc., a Kansas corporation (the "Company"), is
offering for sale 2,000,000 shares of its common stock, $1.00 par value per
share (the "Common Stock"). Prior to this offering (the "Offering"), there has
been no public market for the Common Stock. See "UNDERWRITING" for a
discussion of the factors to be considered in determining the initial public
offering price.
The Common Stock has been approved for listing, upon notice of issuance, on
the National Association of Securities Dealers Automated Quotation System
National Market under the symbol "GLDB."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION DISCUSSED
UNDER "RISK FACTORS" BEGINNING ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................................ $8.75 $0.6125 $8.1375
- --------------------------------------------------------------------------------
Total(3)................................. $17,500,000 $1,225,000 $16,275,000
- --------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "UNDERWRITING."
(2) Before deducting offering expenses payable by the Company estimated at
$500,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
300,000 additional shares of Common Stock, on the same terms and
conditions set forth above, solely to cover over-allotments, if any. If
all such shares are purchased, the total Price to Public, Underwriting
Commissions and Proceeds to Company will be $20,125,000, $1,408,750 and
$18,716,250, respectively. The managing underwriter will receive a
supplemental financial advisory fee of $50,000, payable upon consummation
of the Offering. See "UNDERWRITING."
----------------
The shares of Common Stock are being offered by the several Underwriters
subject to prior sale, when, as and if delivered to and accepted by the
Underwriters. The Underwriters reserve the right to withdraw, cancel or modify
the Offering without notice and to reject any order in whole or in part. It is
expected that delivery of certificates representing the Common Stock will be
made against payment therefore at the office of Advest, Inc., New York, New
York, on or about November 22, 1996.
----------------
ADVEST, INC. PRINCIPAL FINANCIAL SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS NOVEMBER 18, 1996
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR OTHERWISE AND ARE NOT SECURED
BY ANY COLLATERAL.
The Company intends to furnish to its stockholders (i) annual reports
containing audited consolidated financial statements for each fiscal year and
(ii) quarterly reports for each of the first three quarters of each fiscal
year which will contain unaudited summary financial information.
<PAGE>
LOGO
<PAGE>
PROSPECTUS SUMMARY
The following Prospectus Summary is qualified in its entirety by, and should
be read in conjunction with, the more detailed information and the consolidated
financial statements and notes thereto included elsewhere in this Prospectus.
Potential investors should read this Prospectus carefully in its entirety.
THE COMPANY
Gold Banc Corporation, Inc. (the "Company") is a multi-bank holding company
that owns and operates two commercial banks and a federal savings bank
(together, the "Banks"). The Banks include: (i) Exchange National Bank
("Exchange Bank"), a national bank headquartered in Marysville, Kansas, the
county seat of Marshall County, that has branch locations in Leawood and
Shawnee, two cities in Johnson County, Kansas; (ii) Citizens State Bank and
Trust Company ("Citizens"), a state bank located in Seneca, Kansas, the county
seat of Nemaha County; and (iii) Provident Bank, f.s.b. ("Provident Bank"), a
federal savings bank located in St. Joseph, Missouri, the county seat of
Buchanan County. The Banks are community banks providing a full range of
commercial and consumer banking services to small and medium-sized communities
and the surrounding market areas. Additionally, Provident Bank engages in
mortgage banking operations. References to the Company include the Banks and
the assets of the Banks where the context requires. Since December 1978, the
Company has grown internally and through acquisitions from a one bank holding
company with $2.9 million in total assets to a three bank holding company with
total assets as of September 30, 1996 of $285.8 million. The Company's
principal executive offices are located at 11301 Nall Avenue, Leawood, Kansas
66211, telephone number (913) 451-8050.
COMMUNITY BANKING STRATEGY
The Company's strategy is to maintain responsive community banking offices
with local decision makers. To implement this strategy, the Company allows
senior management at each banking location, within certain limitations, to make
credit and pricing decisions and allows each Bank to retain a local identity
and board of directors intended to foster long-term customer relationships, a
high quality of service and responsiveness to specific customer needs. The
Company serves the needs and caters to the economic strengths of the local
communities in which the Banks are located.
The Company has historically focused its efforts on county seat towns in
rural markets. These towns are generally the focal point of economic activity
in their county. As a result, county seat towns have historically provided a
more stable base of relatively low-cost deposits compared to larger
metropolitan markets with larger competitors. The Company has recently applied
its community banking strategy to two communities in the rapidly developing
Johnson County suburbs southwest of Kansas City. The expansion into suburban
communities has also allowed the Company to diversify a loan portfolio linked
principally to agriculture into a portfolio predominated by commercial loans
and residential real estate loans. In addition, the Company has taken advantage
of the more stable deposit base and lower cost of funds in its rural markets,
where there is relatively low commercial loan demand, and deployed those
deposits in Johnson County suburbs southwest of Kansas City where commercial
loan demand is greater. See "BUSINESS--Community Banking Strategy."
ACQUISITIONS AND EXPANSION
The Company's strategy is to operate and continue to acquire banks that
generally have between $25 and $150 million in assets and operate in county
seat towns. The Company believes such banks provide a stable, relatively low-
cost deposit base and have cultures and economic bases similar to those of the
Banks' communities. The Company believes this is a strategic focus shared by
relatively few bank holding companies operating in the Midwest. The Company's
acquisition focus is in the Midwest, primarily in the states of Kansas and
Missouri. The Company believes it is well positioned to acquire and operate
profitably community banks
<PAGE>
because of its experience in operating community banks, its ability to provide
centralized management to those banks and its access to capital. The Company
believes there are owners of community banks seeking to sell their banks for,
among other reasons, stockholder liquidity, lack of family successor operators
and the difficulty of compliance with bank regulations.
The Company has recently expanded and diversified its operations by opening
branch offices in the suburban areas of Shawnee and Leawood, Kansas. Management
believes this has allowed the Company to take advantage of growth opportunities
provided by the strong economic and population expansion occurring in those
markets. See "BUSINESS--Growth Strategy;--Market Areas."
MARKET AREAS
The Banks are located in northeastern Kansas and northwestern Missouri, as
shown in the map on the inside front cover of this Prospectus. The Banks and
the communities they serve are described below:
EXCHANGE BANK
Marysville, Kansas. Exchange Bank's main office and a branch are located in
the city of Marysville, Kansas and serve the approximately 3,300 residents of
that community and the approximately 11,700 residents of Marshall County.
Marshall County has a civilian work force of approximately 6,200 persons that
is evenly divided among manufacturing, services, government, retail and
agricultural sectors.
Shawnee, Kansas. Exchange Bank has a branch location in Shawnee, Kansas, a
western suburb of Kansas City that has a population of 45,000 persons and is
growing at a rate of 4.5 persons per day according to the Shawnee Department of
Economic Development. The service sector makes up the largest part of the
employment base of Shawnee, followed by manufacturing, government and wholesale
and retail sales. Shawnee is located in Johnson County, Kansas. According to
the city of Shawnee, in the ten years ended 1993, Johnson County's population
grew 32%, averaged a net total of 427 new business establishments every year,
accounted for 69% of the net increase in new businesses in the state of Kansas
and had an average annual growth rate of private sector employment of 5.8%,
more than twice the national growth rate. Of counties in the United States
having populations above 250,000, Johnson County ranks first in the percentage
of adults with at least a high school education. The state of Kansas projects
that Johnson County's population will grow by more than 10,000 people per year
over the next decade.
Leawood, Kansas. Exchange Bank has a branch location in Leawood, Kansas,
another Johnson County suburb of Kansas City, that has a population of
approximately 25,000 persons and for the ten year period ended 1993 experienced
a population growth rate of approximately 47%. In 1994, 265 single family
building permits were issued in Leawood and total building construction costs
were nearly $84 million. In 1995, the Leawood Information Services estimated
the average home value to be $213,000. The average household income in Leawood
in 1996 is estimated by the Leawood Planning and Development Commission to be
approximately $97,000. Approximately 50% of the city's economic base is the
service sector, approximately 21% is retail and approximately 16% is financial
services, insurance and real estate service.
PROVIDENT BANK
St. Joseph, Missouri. Provident Bank is located in St. Joseph, Missouri,
approximately 45 miles north of Kansas City, Missouri. St. Joseph has a
population of approximately 75,000 residents and a fully accredited and state
funded four-year college as well as other vocational institutions. The economic
base of St. Joseph includes manufacturing, agribusiness, research and
development, health care and small business.
2
<PAGE>
CITIZENS
Seneca, Kansas. Citizens is located in Seneca, Kansas and serves the
approximately 2,200 residents of that community and the approximately 11,000
residents of Nemaha County. The economic base of Nemaha County is primarily
agricultural, and Citizens relies on the agricultural community, schools and
local governments for its customers. Agricultural production in Nemaha County
consists of corn, milo, soybeans, wheat, dairy cattle and hog production. In
addition, the county has some oil production and local manufacturing
operations.
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered............... 2,000,000 shares(1)
Common Stock Outstanding After the 4,000,000(1)
Offering..........................
Estimated Net Proceeds............. $15,775,000(1)(2)
Use of Proceeds.................... To retire debt of $6.6 million, to make a
$3 million capital contribution to Exchange
Bank to support its internal growth, to
finance the Company's growth strategy and
for general corporate purposes. See "USE OF
PROCEEDS."
Risk Factors....................... Prospective investors in the Common Stock
should consider the information discussed
under the heading "RISK FACTORS."
NASDAQ National Market Symbol...... GLDB
</TABLE>
- --------
(1) Assumes no exercise of the Underwriters' over-allotment option to purchase
300,000 shares. See "UNDERWRITING."
(2) After deducting expenses of the Offering payable by the Company estimated
at $500,000.
3
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
GOLD BANC CORPORATION, INC.
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS AT OR FOR THE
ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- -------------------------------
1996 1995 1995 1994 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets........... $ 285,827 $ 235,637 $ 263,957 $ 221,174 $ 176,952
Loans receivable, net.. 190,782 153,319 161,470 136,241 90,687
Investment securities.. 68,007 59,850 67,375 67,807 57,159
Federal funds sold..... 600 1,025 5,900 -- 8,430
Deposits............... 242,106 200,698 226,381 186,429 149,464
Repurchase agreements.. 19,522 9,638 15,638 7,476 12,071
Federal funds
purchased............. 1,575 1,150 -- 6,850 --
Preferred stockholders'
equity................ -- 65 65 65 65
Common stockholders'
equity................ 11,629 12,168 11,257 9,899 8,803
INCOME STATEMENT DATA:
Interest income........ $ 15,845 $ 13,706 $ 18,431 $ 15,349 $ 11,281
Interest expense....... 9,150 7,381 10,045 7,759 5,874
--------- --------- --------- --------- ---------
Net interest income.... 6,695 6,325 8,386 7,590 5,407
Provision for loan
losses................ 90 134 1,284 147 296
--------- --------- --------- --------- ---------
Net interest income
after provision for
loan losses........... 6,605 6,191 7,102 7,443 5,111
Non-interest income.... 1,864 1,022 1,938 1,347 1,419
Non-interest expense... 7,102 5,647 8,001 6,619 4,481
--------- --------- --------- --------- ---------
Income before income
taxes................. 1,367 1,566 1,039 2,171 2,049
Income tax expense..... 489 553 335 777 731
--------- --------- --------- --------- ---------
Net income(1).......... $ 878 $ 1,013 $ 704 $ 1,394 $ 1,318
========= ========= ========= ========= =========
COMMON SHARE DATA:
Net income per share... $ .44 $ .49 $ .34 $ .69 $ .71
Book value per common
share................. $ 5.81 $ 5.94 $ 5.63 $ 4.85 $ 4.78
Tangible book value per
common share.......... $ 5.56 $ 5.67 $ 5.36 $ 4.58 $ 4.49
Weighted average shares
outstanding........... 2,001,223 2,073,012 2,063,415 2,012,894 1,860,106
FINANCIAL RATIOS AND
OTHER DATA:(1)
Net interest
margin(2)(7).......... 3.60% 3.99% 3.93% 3.76% 3.57%
Net interest spread(2). 3.43% 3.78% 3.72% 3.63% 3.40%
Return on average
assets(2)............. 0.51% 0.59% 0.30% 0.64% 0.80%
Return on average
equity(2)............. 10.34% 12.00% 6.09% 14.96% 16.90%
Leverage ratio(3)(4)... 4.12% 5.10% 4.62% 4.32% 5.02%
Tier 1 risk-based
capital(4)............ 6.13% 7.89% 6.99% 8.33% 8.27%
Total risk-based
capital(4)............ 7.33% 9.15% 8.25% 9.59% 9.53%
Non-performing assets
to total assets....... 0.34% 0.47% 0.72% 0.30% 0.42%
Non-performing loans to
total loans........... 0.47% 0.62% 1.06% 0.29% 0.74%
Allowance for loan
losses to total loans. 1.36% 1.38% 1.65% 1.48% 1.28%
Allowance for loan
losses to non-
performing loans(5)... 291.92% 225.77% 155.94% 511.75% 172.75%
Net loan charge-offs
(recoveries) to
average loans......... 0.10% 0.02% 0.41% 0.01% 0.09%
Efficiency ratio(6).... 82.98% 76.86% 77.50% 74.06% 65.65%
</TABLE>
- --------
(1) On September 30, 1996, the Deposit Insurance Fund Act of 1996 ("DIFA") was
signed into law. DIFA directs the Federal Deposit Insurance Corporation
("FDIC") to impose a one-time special assessment on Savings Association
Insurance Fund ("SAIF") assessable deposits. The assessment payable by the
Company is $389,100 (which is fully tax deductible) and has been accrued in
the accompanying September 30, 1996 consolidated financial statements.
Without this special one-time assessment, key data and ratios of the
Company would have been as follows as of September 30, 1996: net income,
$1,118; stockholders' equity, $11,869; return on average assets, .55%;
return on average equity, 13.17%; leverage ratio, 4.21% and efficiency
ratio, 78.43%.
(2) Information is annualized for the periods ended September 30, 1996 and
1995.
(3) The leverage ratio is defined as the ratio of Tier 1 capital to average
total assets.
(4) The minimum regulatory capital ratios for the Company are: Tier 1 capital--
4.00%; total risk-based capital--8.00%; and leverage ratio--4.00%
(5) Non-performing loans consist of non-accrual loans and accruing loans
contractually past due 90 days or more.
(6) The efficiency ratio represents total non-interest expense divided by net
interest income plus total non-interest income.
(7) Represents net interest income as a percentage of average interest earning
assets. Calculation is shown tax-effected for tax-exempt interest income.
4
<PAGE>
THE COMPANY AND THE BANKS
GOLD BANC CORPORATION, INC.
The Company, a Kansas corporation organized on December 5, 1985, is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended (the "BHCA"). The Company, through its ownership of the Banks, is
engaged in a general commercial banking business and its primary source of
earnings is derived from income generated by the Banks. As of September 30,
1996, the Company had total assets of $285.8 million, total loans of $190.8
million, total deposits of $242.1 million, and stockholders' equity of $11.6
million. The Company and the Banks employ 111 persons on a full-time basis.
The Company's strategy is to maintain responsive community banking offices
with local decision makers. To implement this strategy the Company allows
senior management at each banking location, within certain limitations, to
make credit and pricing decisions and allows each Bank to retain a local
identity and board of directors intended to foster long-term customer
relationships, a high quality of service, and responsiveness to specific
customer needs. The Company serves the needs and caters to the economic
strengths of the local communities in which the Banks are located.
BANK SUBSIDIARIES
Exchange Bank. Exchange Bank has four locations and is chartered in
Marysville, Kansas. The two Marysville locations ("Exchange Bank--Marysville")
as of September 30, 1996, ranked second in terms of deposits among the eight
other banks and two other lending institutions in Marshall County, Kansas.
Exchange Bank--Marysville's loan mix consists of approximately 28%
agricultural loans, 35% commercial and industrial loans, 27% residential real
estate loans, and 10% consumer and other loans. As of September 30, 1996,
Exchange Bank--Marysville had assets of approximately $74 million. The
Marysville facilities employ 33 full and part-time persons and, through its
predecessors, have served the Marshall County community since 1870.
Since April 1992 and October 1995, Exchange Bank has been operating branches
in Shawnee and Leawood, Kansas, respectively. These branches are located in
Johnson County, which is considered to be the fourth fastest growing county in
the country. See "BUSINESS--Market Areas." The two Johnson County, Kansas
branches of Exchange Bank provide primarily commercial, consumer and
residential real estate and construction loans. As of September 30, 1996,
these branches combined had $73 million in assets and employed 29 full and
part-time persons. The Company's management believes the expansion in Johnson
County will further enhance the Company's growth opportunities while
diversifying its overall loan portfolio.
Provident Bank. Provident Bank competes with ten banks, four savings and
loans and eleven credit unions in the city of St. Joseph, Missouri and for the
period ended September 30, 1996 was the leading home lender, based on mortgage
volume, for home purchases in St. Joseph. Approximately 51% of the Bank's loan
portfolio consists of residential home loans, 35% commercial real estate
loans, 6% industrial loans, 4% loans held for sale and 4% consumer and other
loans. As of September 30, 1996, Provident Bank had assets of approximately
$80 million. The Bank employs a total of 45 persons on a full and part-time
basis and relies primarily on the deposits of the St. Joseph area for its
funds. Provident Bank was established in 1889 and has been serving the St.
Joseph community for 107 years.
Citizens. As of September 30, 1996, Citizens was the largest in terms of
deposits among the ten bank locations serving the approximately 11,000
residents of Nemaha County, Kansas. Approximately 28% of the loans generated
by the Bank are related to the agricultural sector, including farm real
estate, agricultural production and agricultural industrial. Approximately 30%
of its loans are residential home loans and the remainder are commercial,
consumer and other loans. As of September 30, 1996, the Bank had assets of
approximately $56 million. The Bank has 20 full and part-time employees and
relies primarily on consumer, commercial and local government deposits for
funds. Citizens has served the Nemaha County community for 101 years.
5
<PAGE>
The Banks' income is derived principally from interest and fees earned in
connection with their lending activities, interest and dividends on investment
securities and other sources. Principal expenses are interest paid on deposits
and operating expenses. The Company and the Banks are subject to examination
and comprehensive regulation by various federal and state banking authorities
and the Banks' deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC") to the extent permitted by law. The Company is a legal
entity separate and distinct from the Banks, and there are various legal
limitations on the ability of the Banks to finance or otherwise supply funds
to the Company. See "SUPERVISION AND REGULATION."
RISK FACTORS
An investment in the shares of Common Stock being offered hereby involves a
high degree of risk. In addition to the other information in this Prospectus,
the following risk factors should be considered carefully.
COMPETITION AND OTHER RISKS ASSOCIATED WITH EXPANSION STRATEGY
The rural market areas now served by the Company afford limited, if any,
opportunities for growth in such markets. Management believes future growth in
the earnings of the Company will depend in part on consummation of
acquisitions in other markets and growth in Exchange Bank's Johnson County
branches. The Company must compete with a variety of institutions and
individuals for suitable acquisition candidates. This competition is expected
to intensify with the advent of interstate banking and branching. Competition
for acquisitions is expected to include money center banks and major regional
bank holding companies. These same institutions, as well as other financial
institutions, also compete intensely for assets and deposits within the
Company's southwestern Kansas City market. Competition from these institutions
could adversely affect the Company's ability to make acquisitions and to grow
profitably its Kansas City asset and deposit base. Acquisitions also involve
risks of adversely changing results of operations, unforeseen liabilities or
asset quality problems of the acquired entity and other conditions not within
the control of the Company, such as adverse personnel relations, loss of
customers because of change of identity, deterioration in local economic
conditions and other risks affecting the acquired institution.
To support the Company's growth strategy, the Company will require
additional managerial, operational and financial resources. The Company
regularly evaluates the adequacy of its current policies, procedures, systems
and resources. There can be no assurance the Company will adequately address
all of the changing demands its planned expansion will impose on such
policies, procedures, systems and resources. In this regard, the Company
contemplates the capital generated by the Offering will be sufficient to meet
its requirements for growth through 1997. At that time, the Company will
likely be required to obtain additional financing in the form of debt or
equity in order to achieve its growth strategy. The Company currently has no
commitment for additional financing, and there can be no assurance financing
will be available on terms satisfactory to the Company.
LIMITED NUMBER OF BANKS
The Company currently owns three banks. Due to this relatively small
existing base of banks, adverse results or events at a particular Bank could
have a more significant impact on the Company's results of operations or
financial condition than would be the case for a company with a greater number
of banks. Further, under federal law, a depository institution insured by the
FDIC can be held liable for any loss incurred by, or reasonably expected to be
incurred by, the FDIC in connection with the default of a commonly controlled
FDIC-insured depository institution or any assistance provided by the FDIC to
a commonly controlled FDIC-insured institution in danger of default. These
provisions can have the effect of making subsidiary Banks of the Company
responsible for FDIC-insured losses at another subsidiary Bank.
6
<PAGE>
GEOGRAPHIC CONCENTRATION; SIGNIFICANCE OF AGRICULTURAL ECONOMY
Approximately 77% of the Company's deposits and 73% of the Company's assets
at September 30, 1996 were derived from Banks operating in the relatively
rural markets of Marysville and Seneca, Kansas and St. Joseph, Missouri.
Adverse economic changes in these geographic markets may have a material
adverse effect on the Company's results of operations and financial condition.
In the rural northeastern Kansas markets served by the Banks, the predominant
economic sector is agriculture. Changes in the agricultural economy have had,
and are expected to continue to have, a significant impact on the results of
operations and financial condition of the Company. For example, recent
increases in grain prices and reduced prices for livestock have had an adverse
impact on loan demand in the rural communities served by certain of the Banks.
Agriculture in these communities is affected by many factors beyond the
control of the Banks, including weather, governmental policies, fluctuating
commodity prices, demand, production and natural disasters.
CONCENTRATIONS IN REAL ESTATE LENDING AND RELATED RISKS
The Company is dependent to a significant degree on a broad spectrum of
commercial, construction, 1 to 4 residential and agricultural real estate
loans, both with respect to loans originated and retained in the Company's
loan portfolio, which generate interest income, and loans originated and sold
in connection with the Company's mortgage banking operations, which generate
fee income and gains on sale. Real estate loan origination activity, including
refinancings, generally is greater during periods of declining interest rates
and favorable economic conditions, and has been favorably affected by
relatively lower market interest rates during the past several years. There is
no assurance such favorable conditions will continue. Within the real estate
lending sector, the Company has recently emphasized residential construction
lending in the suburban Kansas City market. Construction loan balances
aggregated approximately 22% of real estate loans at September 30, 1996.
On September 30, 1996, real estate loans totaled approximately 64% of the
Company's loan portfolio. Real estate loans are subject to the risk that real
estate values in a geographical area or for a particular type of real estate
will decrease, and to the risk that borrowers will be unable to meet their
loan obligations. The Company attempts to minimize these risks by making real
estate loans that are secured by a variety of different types of real estate,
limiting real estate loans to 80% of the appraised value of the real estate
(or, in the case of residential real estate loans, requiring the borrower to
obtain mortgage insurance to the extent the loan exceeds 80% of the value of
the property), limiting the maturity of commercial real estate loans held in
its portfolio to one to five years and, regardless of collateral, reviewing
the potential borrower's ability to meet debt service obligations. See
"BUSINESS--Lending Activities" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Lending Activities."
SUPERVISION AND REGULATION
The Company and the Banks are subject to extensive governmental supervision
and regulation. This regulation limits the manner in which the Company
conducts its business and obtains financing and is primarily intended to
protect depositors of the Banks, not the Company or its stockholders. Among
other powers, the regulatory authorities may impose restrictions on the
operation of a financial institution, may require the classification of assets
by an institution, and may dictate an increase in an institution's allowance
for loan losses. Federal and state legislation and regulations are under
continuous review and change. Proposals now before Congress, if enacted, would
repeal substantially limitations on the affiliation of banks and securities
firms, amend the Community Reinvestment Act and effect other changes. Although
the impact of such future legislation and regulation cannot be predicted,
changes in the applicable statutes, regulations or policies or in the
regulatory structure, whether by the Federal Reserve, the Office of the
Comptroller of the Currency (the "OCC"), the FDIC, the Office of Thrift
Supervision ("OTS"), Congress, or any controlling state legislature or
regulatory body could have a material impact on the Company and the Banks and
their operations. See "SUPERVISION AND REGULATION."
7
<PAGE>
COMPETITION WITHIN MARKETS
The Banks operate in a competitive environment, competing for deposits and
loans with commercial banks, thrift institutions and other financial
institutions. Numerous mergers and consolidations involving banks and thrifts
in the geographic market in which the Company operates have occurred recently,
resulting in an intensification of competition. The Banks also compete with
money market mutual funds for funds from depositors. Many of the Banks'
competitors possess greater financial resources or have substantially higher
lending limits than do the Banks.
Recent changes in federal banking laws are expected to facilitate interstate
branching and merger activity among banks. Since September 1995, with
exceptions, certain bank holding companies have been authorized to acquire
banks throughout the United States. In addition, on and after June 1, 1997,
certain banks will be permitted to merge with banks organized under the laws
of different states and to operate branches in the Banks' markets without the
need for a separate charter. Such changes may result in an even greater degree
of competition in the banking industry, and the Company may be brought into
competition with institutions with which it does not presently compete. There
can be no assurance the profitability of the Company will not be affected
adversely by the increased competition that may characterize the banking
industry in the future. See "BUSINESS--Competition."
KEY PERSONNEL
Continued profitability of the Banks and the Company are dependent on the
retention of a limited number of key persons, including Michael W. Gullion,
the Chairman, President and Chief Executive Officer of the Company, and Keith
E. Bouchey, the Executive Vice President, Secretary, Treasurer and Chief
Financial Officer of the Company. There would likely be a difficult transition
period if the Company lost the services of either or both men. In recognition
of this risk, the Company owns and is the beneficiary of an insurance policy
on the life of Mr. Gullion providing for death benefits of $1.5 million and
has entered into employment agreements with Mr. Gullion and Mr. Bouchey. The
Company also places great value on the experience of Bank and branch
presidents and on their relationships within the communities served by the
Banks. The loss of these key persons could negatively impact the affected
banking locations. Moreover, given the growth plans of the Company, it will be
necessary in the future for the Company to engage the services of additional
skilled key employees and officers. There is no assurance the Company will be
able to retain its current key personnel or attract additional qualified key
persons as needed. See "MANAGEMENT."
CONTROL OF THE COMPANY BY MR. GULLION
Following completion of the Offering Mr. Michael Gullion, Chairman,
President and Chief Executive Officer of the Company, will directly own 8.32%
of the outstanding stock of the Company, and through certain agreements will
have the right to vote an additional 13.97% of the Common Stock, for total
voting power covering 22.29% of the Common Stock. As a result, Mr. Gullion
will be in a position to control the management policy and the conduct of the
business of the Company following the Offering. The Company's Amended and
Restated Articles of Incorporation do not permit stockholders to cumulate
their votes in the election of directors, which could impair stockholders
holding a small number of shares from effectively participating in the
election of the Company's directors. See "MANAGEMENT; SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
ASSET/LIABILITY MANAGEMENT
The operating results of the Company depend to a great extent on the
difference between the income each Bank receives from its loans, securities
and other earning assets and the interest expense each Bank pays on its
deposits and other interest-bearing liabilities. Given the Banks' current
volume and mix of interest bearing liabilities and interest earning assets,
the Banks' aggregate interest rate spread could be expected to decrease during
times of rising interest rates and, conversely, to increase during times of
falling interest rates. These rate differentials are highly sensitive to many
factors beyond the control of the Company, including general economic
8
<PAGE>
conditions and the policies of various governmental and regulatory
authorities, in particular the Federal Reserve. Also, adverse changes in
general economic conditions could impair the ability of each Bank's borrowers
to repay loans as they mature and the Banks' ability to make loans and attract
deposits.
MORTGAGE BANKING OPERATIONS
Provident Bank operates a mortgage banking business as a means of increasing
its residential loan portfolio and resulting interest income, and increasing
non-interest income through sales of loans in the secondary market together
with the fee generating mortgage servicing rights associated with such loans.
For the year ended December 31, 1995, Provident Bank originated approximately
$83.3 million in residential real estate loans.
Although mortgage banking is expected to remain an important part of
Provident Bank's operations, it has recently scaled back the resources it had
committed to the mortgage banking business. The ability to sell mortgages to
the secondary market requires compliance with strict underwriting standards.
There can be no assurance the underwriting standards will be met or income
from mortgage banking can be achieved. See "BUSINESS--Mortgage Banking
Operations; --Operating Strategy."
ADEQUACY OF ALLOWANCE FOR LOAN LOSSES
In originating loans, there is a substantial likelihood credit losses will
be experienced. The risk of loss varies with, among other things, general
economic conditions, the type of loan being made, the creditworthiness of the
borrower over the term of the loan and, in the case of a collateralized loan,
the quality of the collateral for the loan. Management maintains an allowance
for loan losses based on, among other things, industry standards, management's
experience, historical experience, an evaluation of economic conditions, and
regular reviews of delinquencies and loan portfolio quality. Based upon such
factors, management makes various assumptions and judgments about the ultimate
collectability of the loan portfolio and provides an allowance for potential
loan losses based upon a percentage of the outstanding balances and for
specific loans when their ultimate collectability is considered questionable.
As of September 30, 1996, the allowance for possible loan losses was $2.6
million, which represented 1.36% of total loans, and loans in non-accrual
status totaled $773,000. As of December 31, 1995, the allowance for possible
loan losses was $2.7 million, which represented 1.65% of total loans, and
loans in non-accrual status totaled $1.7 million. The Company intends to
review its allowance for loan losses on a monthly basis and to provide
increases in the allowance, if necessary.
The Banks actively manage past due and non-performing loans in an effort to
minimize credit losses and monitor asset quality to maintain an adequate loan
loss allowance. Although management believes its allowance for loan losses is
adequate, there can be no assurance the allowance will prove sufficient to
cover future loan losses. Further, future adjustments may be necessary if
economic conditions differ substantially from the assumptions used or adverse
developments arise with respect to the Banks' non-performing or performing
loans. Accordingly, there can be no assurance the allowance for loan losses
will be adequate to cover loan losses or significant increases to the
allowance will not be required in the future if economic conditions should
worsen. Material additions to the Banks' allowance for loan losses would
result in a decrease in the Company's net income. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Allowance for
Loan Losses."
ANTI-TAKEOVER MEASURES
The Company has adopted certain provisions in its Amended and Restated
Articles of Incorporation and Restated Bylaws that may be considered as having
the effect of discouraging attempts to take over control of the Company. In
addition, the employment agreements of Mr. Gullion and Mr. Bouchey may require
the Company to make certain cash payments to them following a change in
control of the Company. Such provisions may benefit the Company's stockholders
if a takeover were attempted with a view to impose a merger, a sale of all or
9
<PAGE>
any part of the assets of the Company or a similar transaction that may not be
in the best interests of all of the stockholders. On the other hand, the anti-
takeover provisions could adversely affect stockholders of the Company by
discouraging takeovers that are structured in a way that would be favorable to
the interests of the stockholders. See "MANAGEMENT; DESCRIPTION OF
SECURITIES." Various banking statutes may also have the effect of preventing
or delaying a change of control of the Company. See "SUPERVISION AND
REGULATION."
DIVIDENDS ON COMMON STOCK
The Company has not paid any cash dividends on its Common Stock and does not
presently anticipate paying cash dividends in the foreseeable future. The
availability of funds for distributions to stockholders will depend
substantially on the earnings of the Banks and their ability to pay dividends
to the Company. Even if earnings are available, the Banks' payment of
dividends is restricted by federal and state regulations. See "DIVIDENDS;
SUPERVISION AND REGULATION--Dividends."
ABSENCE OF PRIOR MARKET; SHARES ELIGIBLE FOR FUTURE SALES; DILUTION
The Company's Common Stock has been approved for quotation on the NASDAQ
National Market, subject to notice of issuance. There has been no public
market for the Common Stock and there can be no assurance an active market
will develop following the Offering. The initial public offering price has
been determined by negotiation between the Company and the Underwriters and
will not necessarily reflect the market price of the Common Stock after the
Offering or the price at which the Common Stock may be sold in the future. In
addition, the public markets have from time to time experienced price and
volume volatility. These fluctuations may be unrelated to the operating
performance of particular companies whose shares are traded on such markets.
Market fluctuations may adversely affect the market price of the Common Stock.
The market price could be subject to significant fluctuations in response to
the Company's operating results, the results of its competitors, government
regulation, litigation and other factors. The market price of the Common Stock
may be adversely affected by sales of shares of Common Stock which become
eligible for sale after the Offering. Further, investors purchasing shares in
this Offering will experience immediate and substantial dilution. See
"DILUTION; SHARES ELIGIBLE FOR FUTURE SALE; UNDERWRITING."
10
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be approximately $15.8 million ($18.2 million if the
Underwriters' over-allotment option is exercised) after deducting the
Underwriting discount and estimated expenses of the Offering.
The Company intends to use the net proceeds of this Offering as follows: (i)
to repay a $6.6 million note payable that is due on demand or no later than
March 1, 1997 and bears interest at 6%, (ii) to make a $3 million capital
contribution to Exchange Bank to support its internal growth, (iii) to finance
the Company's growth strategy and (iv) for general corporate purposes. Pending
use of the proceeds for such purposes, the Company expects to invest the
proceeds of the Offering in short-term investment grade securities.
Although the Company has recently had introductory discussions with the
principal owners of a number of community banks to explore the possibility of
acquisitions of such banks by the Company, the Company has not entered into
any formal or informal understandings, arrangements or agreements with respect
to any acquisition.
MARKET FOR COMMON STOCK
Prior to this Offering there has been no public market for the Common Stock.
Following completion of the Offering, the Common Stock will be listed for
trading on the NASDAQ National Market under the symbol "GLDB." As of October
28, 1996, there were 2,000,000 shares of Common Stock outstanding held by 64
stockholders of record.
There has been limited trading of the Common Stock. Management has reviewed
available Company records of purchases and sales of Common Stock and according
to such records, there have been seven trades since January 1995 involving, in
the aggregate, 108,569 shares of Common Stock. Six of those trades occurred at
$7.50 per share and one at $8.65 per share. Five of those trades involved
officers at the Company and one involved the purchase of shares by the Gold
Banc Corporation, Inc. Employee Stock Ownership Plan and Trust.
DIVIDENDS
The holders of Common Stock are entitled to receive cash dividends when and
if declared by the Board of Directors of the Company out of funds legally
available therefor. The Company has not declared or paid cash dividends in the
past and expects in the foreseeable future it will retain all future earnings
for the growth and development of its business. The primary source of funds
available to the Company is the payment of dividends by the Banks and tax
transfers from the filing of consolidated tax returns. Regulations limit the
amount of dividends that may be paid by the Banks to the Company without prior
approval of their respective regulatory agencies. See "SUPERVISION AND
REGULATION."
11
<PAGE>
CAPITALIZATION
The following table, which should be read in conjunction with the financial
information contained elsewhere in this Prospectus, sets forth the
capitalization of the Company at September 30, 1996, and as adjusted to
reflect the issuance of the 2,000,000 shares of Common Stock offered hereby at
a price of $8.75 per share and the application of the estimated net proceeds
of the Offering.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-----------------------
ACTUAL AS ADJUSTED(1)
------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Borrowings:
Federal funds purchased.............................. $ 1,575 $ 1,575
Repurchase agreements................................ 19,522 19,522
Long-term Federal Home Loan Bank borrowings.......... 1,738 1,738
Note payable......................................... 6,620 -0-
------- -------
Total borrowings................................... $29,455 $22,835
======= =======
Stockholders' equity:
Common stock, $1.00 par value, 7,500,000 shares
authorized; 2,000,000 shares issued and outstanding;
4,000,000 shares as adjusted for the Offering....... $ 2,000 $ 4,000
Additional paid-in capital........................... 948 14,723
Retained earnings.................................... 9,231 9,231
Unrealized loss on available-for-sale securities,
net................................................. (550) (550)
------- -------
Total stockholders' equity......................... $11,629 $27,404
======= =======
</TABLE>
- --------
(1) Assumes no exercise of the Underwriters' over-allotment option.
The following table shows the capital ratios required by the Federal Reserve
to be maintained by the Company, and the Company's actual and pro forma ratios
of capital to total regulatory and risk-weighted assets, as applicable, as of
September 30, 1996. The Company's total risk-based capital recently fell below
the requirements of the Federal Reserve due to the Company's rapidly growing
loan volume, and to a lesser extent the one-time special SAIF assessment. The
Company's Tier 1 risk-based capital and leverage ratio remain above the
regulatory guidelines. This situation does not require that the regulatory
agencies cause the Company to take any action under the prompt corrective
action laws. Upon completion of the Offering, the Company is expected to meet
all required capital ratios and be classified as "well capitalized." See
"Supervision and Regulation--Regulatory Capital Requirements."
<TABLE>
<CAPTION>
COMPANYS' COMPANYS'
COMPANY ACTUAL AT ADJUSTED AT
REGULATORY SEPTEMBER 30, SEPTEMBER 30,
MINIMUM 1996 1996(1)(2)(3)
---------- ------------- -------------
<S> <C> <C> <C>
Tier 1 risk-based capital................ 4.00% 6.13% 14.19%
Total risk-based capital................. 8.00% 7.33% 15.37%
Leverage ratio........................... 4.00% 4.12% 9.41%
</TABLE>
- --------
(1) Assumes the net proceeds of the Offering were invested in assets that have
a risk-weight equivalent to investment securities assigned to the 20%
category at September 30, 1996.
(2) Assumes the net proceeds of the Offering were received on September 30,
1996.
(3) Assumes no exercise of the Underwriters' over-allotment option.
12
<PAGE>
DILUTION
The net tangible book value (stockholders' equity less goodwill) of the
Company as of September 30, 1996 was $11.1 million or $5.56 per share. Giving
effect to the sale by the Company of 2,000,000 shares of Common Stock at an
offering price of $8.75 per share, and assuming underwriting commissions and
expenses of the Offering equal 10% of gross proceeds, the pro forma net
tangible book value of the Company at September 30, 1996, would have been
$26.9 million, or $6.72 per share, representing an immediate increase in the
net tangible book value of $1.16 per share to present stockholders and an
immediate dilution of $2.03 per share to new investors purchasing shares at
the assumed public offering price. The following table illustrates this per
share dilution:
<TABLE>
<S> <C> <C>
Public Offering Price....................................... $8.75
Net tangible book value before Offering..................... $5.56
Increase attributable to payment for shares purchased by new
investors.................................................. $1.16
-----
Pro forma net tangible book value after Offering(1)......... $6.72
-----
Dilution to new investors................................... $2.03
=====
</TABLE>
- --------
(1) Pro forma net tangible book value per share is determined by dividing the
number of common shares outstanding into the net tangible book value of
the Company.
The following table summarizes the difference between the number of shares
purchased from the Company, the total investment, and the average price per
share paid by existing stockholders and by new investors purchasing shares of
Common Stock from the Company pursuant to the Offering as of September 30,
1996:
<TABLE>
<CAPTION>
SHARES % OF TOTAL %OF AVG. PRICE
PURCHASED TOTAL CONSIDERATION TOTAL PER SHARE
--------- ----- ------------- ----- ----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Existing Stockholders.......... 2,000,000 50.0% $ 2,948 14.4% $1.47
New Investors(1)............... 2,000,000 50.0% $17,500 85.6% $8.75
--------- ----- ------- -----
Total...................... 4,000,000 100.0% $20,448 100.0%
========= ===== ======= =====
</TABLE>
- --------
(1) Assumes the Underwriters' over-allotment option is not exercised.
13
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents selected consolidated financial data for the
Company. The data for the fiscal years ended December 31, 1995, 1994 and 1993
is derived from audited financial statements of the Company. The data for the
nine month periods ended September 30, 1996 and 1995 has been derived from
unaudited financial statements of the Company which, in the opinion of
management, contain normal, recurring adjustments necessary for the fair
presentation of the results of such periods. Operating results for the nine
months ended September 30, 1996 are not necessarily indicative of results that
may be expected for the entire fiscal year ending December 31, 1996. The
selected financial data should be read in conjunction with, and is qualified
in its entirety by, the consolidated financial statements of the Company and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere herein.
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS AT OR FOR THE
ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------------- ----------------------------------
1996 1995 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets........... $ 285,827 $ 235,637 $ 263,957 $ 221,174 $ 176,952
Loans receivable, net.. 190,782 153,319 161,470 136,241 90,687
Investment securities.. 68,007 59,850 67,375 67,807 57,159
Federal funds sold..... 600 1,025 5,900 -- 8,430
Deposits............... 242,106 200,698 226,381 186,429 149,464
Repurchase agreements.. 19,522 9,638 15,638 7,476 12,071
Federal funds
purchased............. 1,575 1,150 -- 6,850 --
Long-term debt and
other borrowings...... 8,358 9,064 8,992 9,087 4,987
Preferred stockholders'
equity................ -- 65 65 65 65
Common stockholders'
equity................ 11,629 12,168 11,257 9,899 8,803
INCOME STATEMENT DATA:
Interest income........ $ 15,845 $ 13,706 $ 18,431 $ 15,349 $ 11,281
Interest expense....... 9,150 7,381 10,045 7,759 5,874
---------- ---------- ---------- ---------- ----------
Net interest income.... 6,695 6,325 8,386 7,590 5,407
Provision for loan
losses................ 90 134 1,284 147 296
---------- ---------- ---------- ---------- ----------
Net interest income
after provision for
loan losses........... 6,605 6,191 7,102 7,443 5,111
Non-interest income.... 1,864 1,022 1,938 1,347 1,419
Non-interest expense... 7,102 5,647 8,001 6,619 4,481
---------- ---------- ---------- ---------- ----------
Income before income
taxes................. 1,367 1,566 1,039 2,171 2,049
Income tax expense..... 489 553 335 777 731
---------- ---------- ---------- ---------- ----------
Net income(1).......... $ 878 $ 1,013 $ 704 $ 1,394 $ 1,318
========== ========== ========== ========== ==========
COMMON SHARE DATA:
Net income per share... $ .44 $ .49 $ .34 $ .69 $ .71
Book value per common
share................. $ 5.81 $ 5.94 $ 5.63 $ 4.85 $ 4.78
Tangible book value per
common share.......... $ 5.56 $ 5.67 $ 5.36 $ 4.58 $ 4.49
Weighted average shares
outstanding........... 2,001,223 2,073,012 2,063,415 2,012,894 1,860,106
FINANCIAL RATIOS AND
OTHER DATA:(1)
Net interest
margin(2)(7).......... 3.60% 3.99% 3.93% 3.76% 3.57%
Net interest spread(2). 3.43% 3.78% 3.72% 3.63% 3.40%
Return on average
assets(2)............. 0.51% 0.59% 0.30% 0.64% 0.80%
Return on average
equity(2)............. 10.34% 12.00% 6.09% 14.96% 16.90%
Leverage ratio(3)(4)... 4.12% 5.10% 4.62% 4.32% 5.02%
Tier 1 risk-based
capital(4)............ 6.13% 7.89% 6.99% 8.33% 8.27%
Total risk-based
capital(4)............ 7.33% 9.15% 8.25% 9.59% 9.53%
Non-performing assets
to total assets....... 0.34% 0.47% 0.72% 0.30% 0.42%
Non-performing loans to
total loans........... 0.47% 0.62% 1.06% 0.29% 0.74%
Allowance for loan
losses to total loans. 1.36% 1.38% 1.65% 1.48% 1.28%
Allowance for loan
losses to non-
performing loans(5)... 291.92% 225.77% 155.94% 511.75% 172.75%
Net loan charge-offs
(recoveries) to
average loans......... 0.10% 0.02% 0.41% 0.01% 0.09%
Efficiency ratio(6).... 82.98% 76.86% 77.50% 74.06% 65.65%
</TABLE>
- --------
(1) On September 30, 1996,DIFA was signed into law. DIFA directs the FDIC to
impose a one-time special assessment on SAIF-assessable deposits. The
assessment payable by the Company is $389,100 (which is fully tax
deductible) and has been accrued for in the accompanying September 30,
1996 consolidated financial statements. Without this special one-time
assessment, key data and ratios of the Company would have been as follows
as of September 30, 1996: net income, $1,118; stockholders' equity,
$11,869; return on average assets, .55%; return on average equity, 13.17%;
leverage ratio, 4.21% and efficiency ratio, 78.43%.
(2) Information is annualized for the periods ended September 30, 1996 and
1995.
(3) The leverage ratio is defined as the ratio of Tier 1 capital to average
total assets.
(4) The minimum regulatory capital ratios for the Company are: Tier 1
capital--4.00%; total risk-based capital--8.00%; and leverage ratio--
4.00%.
(5) Non-performing loans consist of non-accrual loans and accruing loans
contractually past due 90 days or more.
(6) The efficiency ratio represents total non-interest expense divided by net
interest income plus total non-interest income.
(7) Represents net interest income as a percentage of average interest earning
assets. Calculation is shown tax-effected for tax exempt interest income.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's principal asset is its ownership of the Banks. Accordingly,
the Company's net income is dependent upon the combined results of operations
of the Banks. Each Bank conducts a commercial and consumer banking business
that consists of attracting deposits from the general public and redeploying
those funds to earning assets. Each Bank's profitability depends primarily on
net interest income, which is the difference between interest income generated
from interest-earning assets, primarily consisting of loans and investments,
and interest expense incurred on interest-bearing liabilities, primarily
consisting of customer deposits and borrowed funds. Net interest income is
affected by the balances of interest-earning assets and interest-bearing
liabilities and each Bank's interest rate spread, which is the difference
between the average yield earned on its interest-earning assets and the
average rate paid on its interest-bearing liabilities. The interest rate
spread is impacted by, among other factors, changes in interest rates, deposit
flows and loan demand. See "--Asset/Liability Management; RISK FACTORS--
Asset/Liability Management."
The Company's profitability is also affected by the level of non-interest
income of the Banks and non-interest expense of the Company and the Banks.
Non-interest income consists primarily of loan fees, service fees, other fees
and income from the gain on the sale of loans and investment securities. Non-
interest expense consists of compensation and benefits, occupancy related
expenses, deposit insurance premiums, expenses of opening branch offices and
other operating expenses. The Company's profitability is further impacted by
the Company's effective tax rate, the Banks' provision for loan losses, and
various extraordinary items.
In March 1994, the Company purchased Provident Bancshares, Inc.
("Provident"), together with its wholly-owned subsidiary, Provident Bank, a
federal savings bank with $58 million in assets at the time of purchase. See
"BUSINESS--History." This transaction was partially financed through the sale
by the Company on June 30, 1994 of Peoples Bank, N.A. ("Peoples"), a rural $23
million asset bank. Provident Bank has a mortgage banking division with a
substantial residential loan portfolio. It sells in the secondary market
residential real estate loans it originates, usually together with the
servicing rights associated with such loans. For the nine-month period ended
September 30, 1996 and for the years ended December 31, 1995 and 1994, the
Provident Bank mortgage banking operation originated approximately $70.8
million, $83.3 million and $12.1 million, respectively, in residential real
estate loans.
In the first quarter of 1995, the Company restructured its investment
portfolio to shift the maturity of its portfolio to a shorter term. Included
in this restructuring were the sale of bonds resulting in significant losses
included in other income. See "--Non-Interest Income."
In 1995, management of the Company set a goal to achieve an allowance for
loan loss to loans ratio of approximately 1.4%. This goal was based upon
several factors, including the changing loan mix and the portfolio growth
resulting from the expansion into suburban Kansas City and the observation
that the ratio of approximately 1.4% was consistent with the level maintained
by banks that are similar to the Banks both in size and market served. In
1995, the Company made significant additions to its allowance for loan losses
in order to meet this goal. The additions had a significant negative impact on
earnings for 1995. In the future, management expects to maintain its
allowance, as a percentage of total loans, in a range consistent with
historical reserves, which has varied between 1.15% and 1.65%. See "--
Provision for Loan Losses; --Allowance for Loan Losses."
Certain savings deposits of two of the Company's subsidiaries are insured by
SAIF, with the remaining deposits of the Banks insured by the Bank Insurance
Fund ("BIF"). Both SAIF and BIF have had a designated reserve ratio of 1.25%.
On September 30, 1996, the President signed into law DIFA. DIFA directs the
FDIC to impose a special assessment on SAIF-assessable deposits insured as of
March 31, 1995. This assessment will raise, in the aggregate, approximately
$4.5 billion to recapitalize SAIF. The one-time expense for the Company,
accrued as of September 30, 1996 totaled $389,100 ($240,000 net after tax).
This one-time charge is payable to
15
<PAGE>
the FDIC no later than November 29, 1996. In addition to this special one-time
assessment, the premiums for BIF deposits will be increased to 1.29 basis
points per $100 of deposits and for SAIF deposits will be decreased to 6.44
basis points per $100 of deposits. The new premiums, which take effect January
1, 1997 and continue through December 31, 1999, will, based on the Company's
current deposit base, result in a decrease in future FDIC insurance premiums
for the Company.
RESULTS OF OPERATIONS
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
The Company's net income was $878,000 for the nine months ended September
30, 1996, compared to net income of $1.0 million for the nine months ended
September 30, 1995, yielding an annualized return on average assets ("ROA") of
0.51% for the nine months ended September 30, 1996, compared to 0.59% for the
nine months ended September 30, 1995. Return on average common stockholders'
equity ("ROE") on an annualized basis for the same 1996 and 1995 nine-month
periods was 10.34% and 12.00%, respectively. The primary reason for the
earnings decrease in 1996 was the negative impact on the Company's net income
in the third quarter of 1996 caused by a special one-time assessment of
$389,100 ($240,000 net after tax) on SAIF-assessable deposits pursuant to
DIFA. Without the one-time SAIF assessment, net income would have been $1.1
million, ROA would have been 0.55% and ROE would have been 13.17%. See "--
General."
Total assets were $285.8 million at September 30, 1996, an increase of $50.2
million or 21.3% from $235.6 million at September 30, 1995. Total average
assets were $270.4 million for the nine months ended September 30, 1996,
compared to $229.8 million for the nine months ended September 30, 1995.
Average interest-earning assets were $250.0 million for the nine months ended
September 30, 1996 and $213.5 million for the same period in 1995. Assets
increased primarily because of the opening of Exchange Bank's Leawood, Kansas
location and growth at its Shawnee, Kansas location.
The Company's loans totaled $190.8 million and $153.3 million, net, as of
September 30, 1996 and 1995, respectively. The increase in total loans of
$37.5 million and the net increase in investment securities of $8.2 million
during the first nine months of 1996 compared to the same period in 1995 were
funded through increases in deposits of $41.4 million, repurchase agreements
of $9.9 million, and federal funds purchased of $425,000. The allowance for
loan losses increased to $2.6 million at September 30, 1996 from $2.1 million
at September 30, 1995. This represented 1.36% and 1.38% of total loans as of
September 30, 1996 and 1995, respectively. See "--Allowance for Loan Losses."
COMPARISON OF YEARS ENDED DECEMBER 31, 1995 AND 1994
Net income for the year ended 1995 was $704,000, a decrease of $690,000 or
49.50% over 1994, primarily as a result of additional provisions for loan
losses made by the Company in support of the significant loan growth and
general risk associated therewith. See "--Provision for Loan Losses." Net
income in 1994 was $1.4 million, an increase of $76,000 or 5.77% over 1993.
ROA was 0.30%, 0.64% and 0.80% for the years ended December 31, 1995, 1994 and
1993, respectively. ROE was 6.09%, 14.96% and 16.90% in 1995, 1994 and 1993,
respectively.
The Banks' total assets at December 31, 1995 were $263.9 million, an
increase of $42.8 million from December 31, 1994. See "--Lending Activities."
Total average assets were $232.4 million and $217.2 million for the years
ended December 31, 1995 and 1994, respectively. Average interest-earning
assets were $215.6 million and $204.3 million for the years ended December 31,
1995 and 1994, respectively. Total assets increased by 19.34% and 24.99% for
these two years, primarily through internal growth and acquisition activity.
The Banks' loans at December 31, 1995 totaled $161.4 million, net, up from
$136.2 million at December 31, 1994. Of this total, $95.2 million consisted of
real estate loans, $38.7 million of commercial loans, $12.5 million of
consumer and other loans and $11.0 million of agricultural loans. Loans held
for sale were $6.7 million. The allowance for loan losses increased from $2.0
million at December 31, 1994 to $2.7 million at
16
<PAGE>
December 31, 1995. The loan loss allowance represented approximately 1.65% of
total loans, up from 1.48% at December 31, 1994 because of management's
decision to increase the allowance for loan losses as a percentage of total
loans. See "--Provision for Loan Losses."
NET INTEREST INCOME
Net interest income is interest earned on interest-earning assets less
interest accrued on interest-bearing liabilities. Interest-earning assets are
categorized as loans, investment securities and other earning assets, which
include Federal Funds sold and certificates of deposit issued from other
financial institutions. Interest-bearing liabilities are categorized as
customer deposits, time and savings deposits and other borrowings including
Federal Funds borrowed, short-term borrowings and long-term debt.
Average total earning assets increased $34.4 million or 15.97% at September
30, 1996, compared to the period ended December 31, 1995. The increase is
primarily the result of the opening of Exchange Bank's branch facility in
Leawood, Kansas in the fourth quarter of 1995 as well as the continued growth
in loans at the Shawnee branch. Total interest income for the nine months
ended September 30, 1996 was $15.8 million, a $2.1 million or 15.61% increase
over the comparable 1995 period. Average total earning assets increased by
$11.3 million and $50.2 million or 5.55% and 32.56% for the years ended 1995
and 1994, respectively. For 1995, the growth was primarily generated through
expansion in Shawnee and Leawood, two Johnson County, Kansas suburbs southwest
of Kansas City, while the growth in 1994 was primarily because of the
acquisition of Provident Bank and also due to growth in Johnson County.
Average total loans for the years 1995 and 1994 increased by $28.6 million and
$43.2 million or 23.62% and 55.58%, respectively. The increase is attributed
to the Company's successful operation of the Shawnee and Leawood branches. The
larger balance of average earning assets was the primary reason for the $3.1
million and $4.1 million or 20.08% and 36.06% increases for 1995 and 1994,
respectively, of interest earned on average total earning assets.
Average total interest-bearing liabilities increased by $35.5 million or
17.20% over the nine months ended September 30, 1996, primarily due to
increased volume of time deposits originated by Exchange Bank in connection
with the opening of its Leawood location. Total interest expense for this
period was 23.97% higher than the comparable period in 1995 as a result of the
increases in interest-bearing liabilities and interest rates. Average total
interest-bearing liabilities increased by $9.1 million and $49.5 million or
4.61% and 33.47%, respectively, for the years ended 1995 and 1994. These
liability increases are consistent with the asset growth activities of the
Company during the same periods. Total interest expense in the years 1995,
1994 and 1993 was $10.0 million, $7.8 million and $5.9 million, or increases
in 1995 and 1994 of 29.46% and 32.09%, respectively, over the previous year.
The disproportionate increase in interest expense as compared to liabilities
for the twelve months ended December 31, 1995 was the result of rising
interest rates. See "--Deposit Activities; RISK FACTORS--Asset/Liability
Management."
Net interest income was $6.7 million for the nine months ended September 30,
1996, compared to $6.3 million for the comparable period in 1995, an increase
of 5.85%. This modest growth is attributed to an increase in interest expense
in connection with offering above-market rates on time deposits to promote the
opening of Exchange Bank's Leawood branch. Net interest income for the years
ended December 31, 1995, 1994 and 1993 was $8.4 million, $7.6 million and $5.4
million, respectively, or increases in 1995 and 1994 of 10.49% and 40.37%,
respectively, over the previous year. These increases are attributed to growth
of the earning asset base. For 1994, the net increase in the earning asset
base resulting from the acquisition of Provident and concurrent sale of
Peoples provided most of the overall increase. The remaining increase resulted
primarily from new loan production in Johnson County. In 1995, the net
increase in the earning asset base resulted from an increase in average loans
of $28.6 million (almost entirely from lending in Johnson County) which was
partially offset by an $18.8 million decrease in average investment securities
used to fund higher yielding loans.
The increase in investment securities and other earning assets, which
consist primarily of U.S. government and agency securities, for the nine
months ended September 30, 1996 is the result of promotional rates on deposits
offered in connection with the opening of Exchange Bank's Leawood branch in
the fourth quarter of
17
<PAGE>
1995. The promotion attracted a large amount of deposits that were invested by
the Company pending disbursal as loans. Non-interest bearing liabilities
include interest accrued on interest bearing accounts as well as accrued tax
liabilities, but is primarily composed of non-interest bearing demand
deposits. The steady increase in this account is attributed to new deposits at
Exchange Bank's Leawood and Shawnee locations. The decrease in demand deposits
during 1994 as compared to 1995 is the result of the sale of Peoples in 1994.
Provident Bank, which was acquired in connection with the sale of Peoples, had
very few customer transaction accounts at that time. See "--Deposit
Activities."
The following table presents the Company's average balances, interest earned
or accrued, and the related yields and rates on major categories of the
Company's interest-earning assets and interest-bearing liabilities for the
periods indicated:
COMPARATIVE AVERAGE BALANCES, YIELDS AND RATES
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------------------
1996 1995
------------------------- -------------------------
AVERAGE AVERAGE
INTEREST RATE INTEREST RATE
AVERAGE INCOME/ EARNED/ AVERAGE INCOME/ EARNED/
BALANCE EXPENSE PAID(1) BALANCE EXPENSE PAID(1)
-------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-earning assets:
Loans, net(2)............. $170,549 $12,446 9.73% $147,214 $10,718 9.71%
Investment securities(3).. 70,174 3,011 5.82 60,206 2,774 6.29
Other earning assets...... 9,314 388 5.55 6,054 214 4.71
-------- ------- ---- -------- ------- ----
Total interest-earning
assets.................. 250,037 15,845 8.48% 213,474 13,706 8.60%
------- -------
Non-interest-earning
assets.................... 20,373 16,298
-------- --------
Total assets.............. $270,410 $229,772
======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Interest-bearing
liabilities:
Savings deposits and
interest-bearing
checking................. $ 64,037 $ 1,630 3.39% $ 54,696 $ 1,588 3.87%
Time deposits............. 154,351 6,510 5.62 126,931 4,802 5.04
Short-term borrowings..... 14,748 629 5.69 13,383 531 5.29
Long-term borrowings(4)... 8,692 381 5.84 9,035 460 6.79
-------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities............. 241,828 9,150 5.05% 204,045 7,381 4.82%
------- -------
Non-interest-bearing
liabilities............... 17,260 14,471
Stockholders' equity....... 11,322 11,256
-------- --------
Total liabilities and
stockholders' equity..... $270,410 $229,772
======== ========
Net interest income........ $ 6,695 $ 6,325
======= =======
Net interest spread........ 3.43% 3.78%
==== ====
Net interest margin(5)..... 3.60% 3.99%
==== ====
</TABLE>
- --------
(1) Annualized for comparability with full year data.
(2) Non-accruing loans included in computation of average balance.
(3) Yield is adjusted for the tax effect of tax exempt securities.
(4) Includes a borrowing that financed acquisition activities and had an
outstanding balance of $6.6 million at September 30, 1996. See Note 7 to
the audited consolidated financial statements. Also includes FHLB
borrowings of the Banks.
(5) The net yield on average earning assets is the net interest income divided
by average interest-earning assets.
18
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
1995 1994 1993
------------------------- ------------------------- -------------------------
AVERAGE AVERAGE AVERAGE
INTEREST RATE INTEREST RATE INTEREST RATE
AVERAGE INCOME/ EARNED/ AVERAGE INCOME/ EARNED/ AVERAGE INCOME/ EARNED/
BALANCE EXPENSE PAID BALANCE EXPENSE PAID BALANCE EXPENSE PAID
-------- -------- ------- -------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-earning assets:
Loans, net(1).......... $149,578 $14,486 9.68% $120,993 $10,725 8.86% $ 77,767 $6,562 8.44%
Investment
securities(2)......... 59,433 3,563 6.14 78,281 4,385 5.72 73,122 4,615 6.43
Other earning assets... 6,601 382 5.79 5,005 239 4.77 3,209 104 3.24
-------- ------- ---- -------- ------- ---- -------- ------ ----
Total interest-earning
assets............... 215,612 18,431 8.59% 204,279 15,349 7.56% 154,098 11,281 7.38%
------- ------- ------
Non-interest-earning
assets................. 16,750 12,887 10,920
-------- -------- --------
Total assets........... $232,362 $217,166 $165,018
======== ======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Interest-bearing
liabilities:
Savings deposits and
interest-bearing
checking.............. $ 55,819 $ 1,726 3.09% $ 60,987 $ 1,687 2.77% $ 50,960 $1,440 2.83%
Time deposits.......... 129,543 7,078 5.46 116,593 5,102 4.38 88,492 4,034 4.56
Short-term borrowings.. 11,677 639 5.47 9,307 392 4.21 4,344 154 3.55
Long-term
borrowings(3)......... 9,300 602 6.47 10,353 578 5.58 3,977 246 6.19
-------- ------- ---- -------- ------- ---- -------- ------ ----
Total interest-bearing
liabilities.......... 206,339 10,045 4.87% 197,240 7,759 3.93% 147,773 5,874 3.98%
------- ------- ------
Non-interest-bearing
liabilities............ 14,463 10,610 9,446
Stockholders' equity.... 11,560 9,316 7,799
-------- -------- --------
Total liabilities and
stockholders' equity.. $232,362 $217,166 $165,018
======== ======== ========
Net interest income..... $ 8,386 $ 7,590 $5,407
======= ======= ======
Net interest spread..... 3.72% 3.63% 3.40%
==== ==== ====
Net interest margin(4).. 3.93% 3.76% 3.57%
==== ==== ====
</TABLE>
- --------
(1) Non-accruing loans included in computation of average balance.
(2) Yield is adjusted for the tax effect of tax exempt securities.
(3) Includes a borrowing that financed acquisition activities and had an
outstanding balance of $6.6 million at September 30, 1996. See Note 7 to
the audited consolidated financial statements. Also includes FHLB
borrowings of the Banks.
(4) The net yield on average earning assets is the net interest income divided
by average interest-earning assets.
19
<PAGE>
The following table presents the components of changes in the Company's net
interest income as attributed to volume and rate on a tax-equivalent basis.
The net change attributable to the combined impact of volume and rate has been
solely allocated to the change in rate:
RATE/VOLUME INTEREST ANALYSIS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, 1996
COMPARED TO SEPTEMBER
30, 1995
------------------------
AVERAGE AVERAGE TOTAL
VOLUME RATE CHANGE
------- ------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
INTEREST INCOME:
Loans................................................ $ 1,699 $ 29 $1,728
Investment securities................................ 470 (233) 237
Other earning assets................................. 115 59 174
------- ------ ------
Total interest income.............................. $ 2,284 $ (145) $2,139
------- ------ ------
INTEREST EXPENSE:
Savings deposits and interest bearing checking....... $ 271 $ (229) $ 42
Time deposits........................................ 1,037 671 1,708
Short-term borrowings................................ 54 44 98
Long-term borrowings(1).............................. (17) (62) (79)
------- ------ ------
Total interest expense............................. $ 1,345 $ 424 $1,769
------- ------ ------
Change in net interest income.......................... $ 939 $ (569) $ 370
======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1995 COMPARED TO 1994 1994 COMPARED TO 1993
------------------------ ----------------------
AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL
VOLUME RATE CHANGE VOLUME RATE CHANGE
------- ------- ------ ------- ------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Loans....................... $ 2,533 $1,228 $3,761 $3,648 $ 515 $4,163
Investment securities....... (1,078) 256 (822) 332 (562) (230)
Other earning assets........ 76 67 143 58 77 135
------- ------ ------ ------ ----- ------
Total interest income..... $ 1,531 $1,551 $3,082 $4,038 $ 30 $4,068
------- ------ ------ ------ ----- ------
INTEREST EXPENSE:
Savings deposits and
interest bearing checking.. $ (143) $ 182 $ 39 $ 284 $ (37) $ 247
Time deposits............... 567 1,409 1,976 1,281 (213) 1,068
Short-term borrowings....... 100 147 247 176 62 238
Long-term borrowings(1)..... (59) 83 24 395 (63) 332
------- ------ ------ ------ ----- ------
Total interest expense.... $ 465 $1,821 $2,286 $2,136 $(251) $1,885
------- ------ ------ ------ ----- ------
Change in net interest income. $ 1,066 $ (270) $ 796 $1,902 $ 281 $2,183
======= ====== ====== ====== ===== ======
</TABLE>
- --------
(1) Includes a borrowing that financed acquisition activities and had an
outstanding balance of $6.6 million at September 30, 1996. See Note 7 to
the audited consolidated financial statements. Also includes FHLB
borrowings of the Banks.
PROVISION FOR LOAN LOSSES
The targeted level of loan loss allowance is based on management's review of
the loan portfolio. Management reviews the loans by type and nature of
collateral and establishes an appropriate provision for loan losses based upon
industry standards, management's experience, historical charge-off experience,
the present and prospective financial condition of specific borrowers,
industry concentrations within the loan portfolio, size of credit, existence
and quality of any collateral, profitability and general economic conditions.
The Banks have experienced relatively low delinquency and default rates in
their portfolio, due in part to adherence to established
20
<PAGE>
underwriting guidelines. Management of the Banks review their allowance for
loan losses on a monthly basis and increase the allowance, if necessary, based
on the results of this review. Management believes the allowance for loan
losses is adequate based on its assessment of the risks of loan defaults.
The ratio of non-performing loans to total loans was 0.47% as of September
30, 1996 compared to 1.06% as of December 31, 1995. This ratio was 0.29% and
0.74% as of December 31, 1994 and 1993, respectively. For the nine months
ended September 30, 1996, the Banks had net charge-offs of $166,000 or 0.10%
of total average loans outstanding. For the years ended December 31, 1995,
1994 and 1993, net charge-offs were $616,000, $17,000 and $68,000,
respectively, representing 0.41%, 0.01% and 0.09%, of average loans
outstanding, respectively.
In 1995, the Company substantially increased its allowance for loan losses
based upon an analysis of several factors, including the changing loan mix and
portfolio growth resulting from the expansion into suburban Kansas City and
the observation that the ratio of 1.4% was consistent with the level
maintained by banks that are similar to the Banks both in size and market
served. Based on its future business and lending plans, and depending upon
specific facts and circumstances with respect to certain loans and general
economic conditions, management expects to maintain its allowance, as a
percentage of total loans, in a range consistent with historical reserves
which have varied between 1.15% and 1.65%. See "--Allowance for Loan Losses."
NON-INTEREST INCOME
Non-interest income for the nine months ended September 30, 1996 was $1.9
million, an increase of $842,000 from the comparable period in 1995. Of this
increase, 36.58% resulted from decreased securities losses (See "--Investment
Activities"), 21.62% resulted from increases in other non-interest income
attributed to a $244,000 increase in gain on sale of assets, 23.04% resulted
from increased gains on the sale of mortgage loans and 18.76% resulted from
increased service charge income. Service charge income increased to $512,000
for the nine months ended September 30, 1996, compared to $354,000 for the
comparable 1995 period, an increase of $158,000 or 44.63%.
Non-interest income was $1.9 million, $1.3 million and $1.4 million in 1995,
1994 and 1993, respectively, a change in 1995 and 1994 of 43.88% and (5.07)%,
respectively, from the previous year. Income from service charges increased
because the Banks have raised the rates for services. The increase in the gain
on the sale of mortgage loans occurred in connection with the acquisition of
Provident Bank and its mortgage banking operation in the middle of 1994. The
Company has incurred periodic gains and losses in connection with the sale of
securities to meet its liquidity needs and in anticipation of changes in
interest rates.
The following table presents the components of the Company's non-interest
income for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED DECEMBER
ENDED SEPTEMBER 30, 31,
---------------------- ----------------------
1996 1995 1995 1994 1993
---------- ---------- ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Service charges on deposit
accounts...................... $ 512 $ 354 $ 495 $ 483 $ 354
Gain (loss) on sale of loans... 943 749 1,058 107 --
Gain (loss) on sale of
securities.................... (8) (316) (84) (243) 729
Insurance premium income....... 16 45 58 52 87
Fiduciary income............... 94 82 125 96 85
Other non-interest income...... 307 108 286 852 164
---------- ---------- ------ ------ ------
Total non-interest income.. $ 1,864 $ 1,022 $1,938 $1,347 $1,419
========== ========== ====== ====== ======
Non-interest income as a
percentage of average total
assets (interim periods
annualized)................... 0.92% 0.59% 0.83% 0.62% 0.86%
========== ========== ====== ====== ======
</TABLE>
In June 1994, Provident Bank opened a loan production office in Prairie
Village, Johnson County, Kansas. Management of the Company concluded in the
second quarter of 1996 that the expenses associated with such office warranted
a substantial modification in the manner in which the mortgage banking
business was conducted by Provident Bank in Johnson County, Kansas. As a
result, the Company began in the third quarter of 1996 to streamline its
Johnson County mortgage banking operations by reducing significantly the
personnel in the Johnson County mortgage origination office and eliminating
certain support positions in the Provident Bank
21
<PAGE>
office in St. Joseph. The Johnson County mortgage banking operations will be
moved into Exchange Bank's Leawood facility. The Company will seek to create
arrangements with residential builders and developers, many of which are
existing customers of the Banks, in order to develop a mortgage origination
system. These changes are expected by the Company's management to permit the
Company to operate its mortgage banking business in Johnson County more
efficiently, but are also expected to decrease significantly the Company's
revenue from the sale of loans. See "BUSINESS--Operating Strategy."
NON-INTEREST EXPENSE
Non-interest expense increased by $1.46 million for the nine months ended
September 30, 1996, as compared to the same period in 1995. This increase was
primarily due to the addition of employees at the newly opened Leawood branch
and Provident Bank's mortgage loan production office and also was affected by
annual increases in salaries and employee benefits and the addition of both
executive and controller positions at the Company. Net occupancy expense
increased due to remodeling projects that were completed in Shawnee and St.
Joseph, and because Exchange Bank's new Leawood branch was not open in the
first half of 1995. The increase in deposit insurance expense was primarily
due to the special one-time assessment of $389,100 ($240,000 net after tax) on
SAIF-assessable deposits pursuant to DIFA. See "--General." As a percentage of
average assets, non-interest expense was 3.50% and 3.28% on an annualized
basis as of September 30, 1996 and 1995, respectively.
Non-interest expense increased $1.4 million or 20.88% and $2.1 million or
47.71% over the years ended December 31, 1995 and 1994, respectively. These
increases are a result of several factors. Salaries and employee benefits
expenses increased in 1995 by $1.1 million or 30.08%, primarily due to the
growth of Provident Bank's loan production office in Prairie Village, Kansas.
The remainder of the increase was due to the addition of new personnel
resulting from expansion at Exchange Bank's branch in Shawnee and staffing of
Exchange Bank's new branch in Leawood. In 1994, salary and benefits increased
$1.1 million or 49.01%, primarily from the addition of new personnel in
connection with the acquisition of Provident Bank. Occupancy expense also
increased in 1994 as a result of this acquisition, while a slight increase in
1995 occupancy expense resulted in approximately equal parts from the opening
of the new Leawood branch location and from various renovation projects at the
end of the year. Data processing expenses increased in 1995 in concert with
Provident Bank's rising loan volume, and to a lesser extent as a result of the
opening of the new Leawood branch. As part of its operating strategy, the
Company has begun to focus on minimizing non-interest expense. See "BUSINESS--
Operating Strategy." As a percentage of average assets, non-interest expense
was 3.44%, 3.05% and 2.72% for the years 1995, 1994 and 1993, respectively.
The following table presents the components of non-interest expense for the
periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED DECEMBER
ENDED SEPTEMBER 30, 31,
-------------------- ----------------------
1996 1995 1995 1994 1993
--------- --------- ------ ------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Salaries and employee benefits.... $ 3,952 $ 3,118 $4,438 $3,393 $2,277
Net occupancy expense............. 854 739 980 956 504
Deposit insurance expense(1)...... 513 271 332 479 365
Professional services............. 325 365 467 445 360
Data processing expense........... 194 148 202 107 38
Supplies.......................... 187 143 206 161 116
Telephone......................... 125 106 137 85 48
Postage........................... 114 107 143 100 78
Advertising/promotion............. 306 147 252 195 135
Other............................. 532 503 844 698 560
--------- --------- ------ ------ ------
Total non-interest expense.... $ 7,102 $ 5,647 $8,001 $6,619 $4,481
========= ========= ====== ====== ======
Efficiency ratio(1)............... 82.98% 76.86% 77.50% 74.06% 65.65%
</TABLE>
- --------
(1) Deposit insurance expense included a $389,100 special one-time SAIF
assessment imposed under DIFA. Without this assessment, the deposit
insurance expense would have been $124,000 and the efficiency ratio for
the nine months ended September 30, 1996 would have been 78.43%.
Management anticipates that the changes contemplated in the mortgage
origination system described above will reduce the rate of future increases in
salary and employee benefits expense of the Company. See "--Non-Interest
Income; BUSINESS--Operating Strategy."
22
<PAGE>
INCOME TAX EXPENSE
Income tax expense for the nine months ended September 30, 1996 and
September 30, 1995, and years ended December 31, 1995, 1994 and 1993 was
$489,000, $553,000, $335,000, $777,000 and $731,000, respectively. The
effective tax rates for those periods were 35.8%, 35.3%, 32.3%, 35.8% and
35.7%, respectively. The effective tax rates differ from the expected federal
rate of 34% primarily because of the additional expense of state taxes offset
by tax exempt municipal securities.
ASSET/LIABILITY MANAGEMENT
Asset liability management refers to management's efforts to minimize
fluctuations in net interest income caused by interest rate changes. This is
accomplished by managing the repricing of interest rate sensitive interest-
earning assets and interest-bearing liabilities. An interest rate sensitive
balance sheet item is one that is able to reprice quickly, through maturity or
otherwise. Controlling the maturity or repricing of an institution's
liabilities and assets in order to minimize interest rate risk is commonly
referred to as gap management. Close matching of the repricing of assets and
liabilities will normally result in little change in net interest income when
interest rates change. A mismatched gap position will normally result in
changes in net interest income as interest rates change.
Along with internal gap management reports, the Company and the Banks use an
external asset/liability modeling service to analyze each Bank's current gap
position. The system simulates the Bank's asset and liability base and
projects future earnings results under several interest rate assumptions. The
Company strives to maintain an aggregate gap position such that changes in
interest rates within ranges determined by management to be reasonable will
not affect net interest income by more than five percent in any twelve month
period. See "RISK FACTORS--Asset/Liability Management."
The following table presents the anticipated maturities or repricing of the
Company's interest-earning assets and interest-bearing liabilities at
September 30, 1996. The table may not be indicative of the Company's rate
sensitivity position at other points in time. The balances shown have been
derived based on the financial characteristics of the various assets and
liabilities. Adjustable and floating rate assets are included in the period in
which interest rates are next scheduled to adjust rather than their scheduled
maturity dates. Fixed rate loans are shown in the period in which they are
scheduled to be repaid. Repricing of time deposits is based on their scheduled
maturities. Deposits without a stated maturity are repriced based on known
characteristics of the deposit product.
INTEREST RATE SENSITIVITY ANALYSIS
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996
TERM TO REPRICING
------------------------------------------
OVER 1
1 YEAR TO OVER 5
OR LESS 5 YEARS YEARS TOTAL
-------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Interest-earning assets:
Loans............................. $125,946(/1/) $ 55,466 $12,009 $193,421
Investment securities............. 16,256 36,990 14,761 68,007
Other interest-bearing assets..... 2,169 -- -- 2,169
-------- -------- ------- --------
Total interest-earning assets..... 144,371 92,456 26,770 263,597
-------- -------- ------- --------
Interest-bearing liabilities:
Savings deposits and interest-
bearing checking................. 34,288 37,345 -- 71,633
Time deposits..................... 108,555 44,674 129 153,358
Short-term borrowings............. 19,818 1,279 -- 21,097
Long-term borrowings.............. 6,994 989 375 8,358
-------- -------- ------- --------
Total interest-bearing
liabilities...................... 169,655 84,287 504 254,446
-------- -------- ------- --------
Interest sensitivity gap............ $(25,284) $ 8,169 $26,266 $ 9,151
======== ======== ======= ========
Cumulative gap...................... $(25,284) $(17,115) $ 9,151
======== ======== =======
Cumulative ratio of interest-earning
assets to
interest-bearing liabilities....... 85.10 % 93.26 % 103.60%
Ratio of cumulative gap to interest-
earning assets..................... (17.51)% (7.23)% 3.47%
</TABLE>
- --------
(1) Includes $41.4 million and $59.2 million of loans that reprice daily and
within six months or less, respectively.
23
<PAGE>
The negative cumulative gap value indicated above for the zero to 5 year
time period means that over these time periods the assets of the Company will
reprice slightly more slowly than will the Company's liabilities. Thus, in a
rising interest rate environment, net interest income can be expected to
decrease and, in a declining interest rate environment, net interest income
can be expected to increase.
FINANCIAL CONDITION
LENDING ACTIVITIES
Real Estate Loans. Real estate loans represent the largest class of loans of
the Company. The Company categorizes real estate loans as follows:
i) Commercial. Commercial real estate loans increased significantly from
December 31, 1993 to December 31, 1995 due primarily to increased lending
activity in the Johnson County suburbs southwest of Kansas City. The
September 30, 1996 balance of $30.5 million, an increase of 56.69% over the
balance at December 31, 1995, shows continued growth in the Johnson County
market.
ii) Construction. Construction lending consists primarily of single
family construction in Johnson County, Kansas. The Company has experienced
steady growth in the suburban Kansas City market place. The September 30,
1996 balance of $27.1 million, an increase of 36.49% over the balance at
December 31, 1995, reflects continued, although seasonal, growth in the
Johnson County market.
iii) 1 to 4 Family Residential. Loans in this category consist primarily
of owner-occupied residential loans. The Company recognized significant
growth in loans in this category from the acquisition of Provident Bank in
1994. Despite the substantial increase in the origination of new
residential home loans, the portfolio balance did not increase in 1995
because the Company sold all its fixed rate loans on the secondary market.
Since December 31, 1995, the mix of loans has begun to shift from fixed
rate loans to variable rate products. The Company has elected to portfolio
selected variable rate real estate loans, which has resulted in the loan
growth in this category.
iv) Agricultural. This category consists of loans secured by agricultural
real estate. The demand for agricultural real estate loans has remained
flat since December 31, 1993 due to an historically low turnover of farm
property.
v) Held for Sale. Loans held for sale represent residential loans
intended to be sold to secondary market investors and in the process of
being delivered. This loan category was created through the addition of
Provident Bank's mortgage banking operation.
Commercial Loans. Loans in this category include loans to service, retail,
wholesale and light manufacturing businesses, including agricultural service
businesses. Commercial loans increased $7.6 million or 24.57% from December
31, 1994 to December 31, 1995. This loan growth is primarily attributable to
Exchange Bank's expanding business in Johnson County, and, to a lesser degree,
to commercial lending at Provident Bank. Commercial loans increased $6.5
million or 26.32% from December 31, 1993 to December 31, 1994. Most of this
increase is attributable to loan growth in Shawnee, Kansas, and to a lesser
extent the increase is attributable to a gain in commercial loans from the
purchase of Provident Bank.
Consumer and Other Loans. Loans classified as consumer and other loans
include automobile, second mortgage loans, other personal loans and credit
card loans. The majority of these loans are installment loans with fixed
interest rates. The balance in consumer and other loans at September 30, 1996
increased slightly to $13.6 million from the December 31, 1995 balance of
$12.5 million. The balance steadily increased through December 31, 1995
because of increased consumer confidence in the economy and new product
development, such as the issuance of the Company's own credit card beginning
in late 1994. Credit cards provided for approximately one-third of the
increase in consumer loan volume in 1995. The Company issues credit cards to
its existing customers and at September 30, 1996 had credit card receivables
of $1.2 million. The percentage of consumer and other loans to total loans has
remained stable since December 31, 1993.
Agricultural Loans. Agricultural loans are typically made to farmers, small
corporate farms and feed and grain dealers. Agricultural loans were $17.3
million as of December 31, 1993 or 18.83% of total loans. At
24
<PAGE>
December 31, 1994, agricultural loans totaled $12.8 million or 9.26% of total
loans. The decline in loan volume is primarily the result of the sale of
Peoples, which had a portfolio of $5.2 million in agricultural loans at the
time of its sale on June 30, 1994. More recently, agricultural loan demand has
remained steady as a result of depressed livestock prices and high grain
prices that reduce the demand for livestock purchases. Additionally, favorable
grain production in the Banks' regions coupled with higher commodity prices
have allowed agricultural producers to improve their cash positions, reducing
the need for borrowed funds.
The following table presents the balance of each major category of the
Company's loans at the dates indicated:
LOAN PORTFOLIO COMPOSITION
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, ------------------------------------------------
1996 1995 1994 1993
--------------- --------------- --------------- --------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- ----- ------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate:
Commercial............. $ 30,452 15.74% $ 19,434 11.84% $ 14,937 10.80% $ 8,157 8.88%
Construction........... 27,093 14.01 19,850 12.09 12,943 9.36 7,750 8.44
1 to 4 family
residential........... 56,528 29.22 48,510 29.55 47,540 34.38 20,153 21.94
Agricultural........... 7,941 4.11 7,444 4.53 8,171 5.91 7,490 8.15
Loans held for sale.... 2,174 1.12 6,665 4.06 1,786 1.29 0 0
-------- ----- -------- ----- -------- ----- ------- -----
Total real estate...... 124,188 64.20 101,903 62.07 85,377 61.74 43,550 47.41
Commercial.............. 43,781 22.64 38,715 23.58 31,078 22.47 24,602 26.78
Consumer and other...... 13,601 7.03 12,538 7.64 9,033 6.53 6,412 6.98
Agricultural............ 11,851 6.13 11,029 6.72 12,800 9.26 17,296 18.83
-------- ----- -------- ----- -------- ----- ------- -----
Total loans............. 193,421 100% 164,185 100% 138,288 100% 91,860 100%
Less allowance for loan
losses................. (2,639) (2,715) (2,047) (1,173)
-------- -------- -------- -------
Total.................. $190,782 $161,470 $136,241 $90,687
======== ======== ======== =======
</TABLE>
The following table sets forth the repricing of portfolio loans outstanding
at September 30, 1996 by loan category:
LOAN REPRICING SCHEDULE
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------------------------
DUE IN 1 DUE AFTER 1 YEAR DUE
YEAR OR BUT BEFORE 5 AFTER 5
LESS(/1/) YEARS YEARS TOTAL
--------- ---------------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Loan category:
Commercial........................ $ 38,338 $ 5,196 $ 247 $ 43,781
Real estate....................... 65,983 44,821 11,210 122,014
Loans held for sale............... 2,174 -- -- 2,174
Agricultural...................... 10,998 482 371 11,851
Consumer and other................ 8,453 4,967 181 13,601
-------- ------- ------- --------
Total loans..................... $125,946 $55,466 $12,009 $193,421
======== ======= ======= ========
</TABLE>
- --------
(1) Includes $41.4 million and $59.2 million of loans that reprice daily and
within six months or less, respectively.
ASSET QUALITY
The Company follows regulatory guidelines in placing loans on a nonaccrual
basis and places loans with doubtful principal repayment on a nonaccrual
basis, whether current or past due. The Company considers non-performing
assets to include all nonaccrual loans, other loans past due 90 days or more
as to principal and interest (with the exception of those loans which in
management's opinion are well collateralized or exhibit other characteristics
suggesting they are collectable), restructured loans defined as troubled debt
restructuring under Statement of Financial Accounting Standards No. 15 (SFAS
15), and other real estate owned ("OREO"). The Company does not return a loan
to accrual status until it is brought current with respect to both principal
and interest and future principal payments are no longer in doubt. When a loan
is placed on nonaccrual status, any previously accrued and uncollected
interest is reversed.
25
<PAGE>
Non-performing loans as of September 30, 1996 were down to $904,000 from
$1.7 million December 31, 1995 as the result of the collection and
restructuring of three notes.
The following five largest non-performing assets represented 87.5% of all
non-performing assets of the Company as of September 30, 1996.
1) Default by a retail and wholesale lumber company on a $1.6 million
note held by Exchange Bank, which was put on non-accrual status in 1995.
Since December 31, 1995, the assets of the borrower have been liquidated
and Exchange Bank has begun foreclosing its security interest in the
accounts receivable and other assets of the borrower. As of September 30,
1996, the loan's book balance had been reduced to $422,165. Exchange Bank
is also pursuing the personal guarantees of the business owners for
settlement of any potential deficiency following collection of all proceeds
from the liquidation of the borrower. It is anticipated that both the
liquidation and the settlement will be completed by year-end 1996.
2) Default by a partnership on a $193,115 commercial real estate loan.
Since September 30, 1996, the borrower has entered into a contract to sell
the property for $350,000, with the proceeds to be used to repay the debt
to the Company. Such sale is scheduled to close prior to November 26, 1996.
3) Default on a single family condominium loan in the amount of $86,000
originated by Provident Bank. Payment received on October 3, 1996 brought
the loan current to October 1, 1996. Based on security and promise to pay,
this loan remained on accrual as of September 30, 1996.
4) Property of which Provident Bank has taken ownership as a result of a
default on a $90,000 mortgage loan on a condominium. The property is
currently listed for sale.
5) Default on a single family residential loan in the amount of $79,500
originated by Provident Bank. Since September 30, 1996, Provident Bank has
foreclosed on the property and has placed it into other real estate owned.
The property is currently listed for sale.
OREO as of September 30, 1996 totaled $79,000, down from the December 31,
1995 balance of $149,000 as a result of the sale of a single family residence
maintained by Provident Bank. OREO as of September 30, 1996, consisted of one
property that is described in item 4 above. OREO decreased from $272,000 in
1994 to $149,000 in 1995. This decrease in inventory is attributed to the sale
of single family residences held by Provident Bank.
The increase in non-performing assets from December 31, 1994 to December 31,
1995 is attributable to the default by an agricultural borrower on a $46,400
note held by Citizens, which has subsequently been reduced and restructured,
and the default by the lumber company discussed in item 1 above.
Non-performing assets are summarized in the following table:
NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
SEPTEMBER 30,
1996 1995 1994 1993
------------- ------ ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Loans:
Loans 90 days or more past due but still
accruing.................................. $131 $ 2 $231 $258
Nonaccrual loans........................... 773 1,739 169 421
---- ------ ---- ----
Non-performing loans...................... 904 1,741 400 679
OREO......................................... 79 149 272 73
---- ------ ---- ----
Non-performing assets..................... $983 $1,890 $672 $752
==== ====== ==== ====
Non-performing loans as a percentage of total
loans....................................... 0.47% 1.06% 0.29% 0.74%
Non-performing assets as a percentage of
total assets................................ 0.34% 0.72% 0.30% 0.42%
Non-performing assets as a percentage of
total loans and OREO........................ 0.52% 1.16% 0.49% 0.82%
</TABLE>
ALLOWANCE FOR LOAN LOSSES
In 1995, the Company determined, based on the changing loan mix and
portfolio growth resulting from the expansion into suburban Kansas City and an
analysis of the loan loss reserves of banks similar to the Banks both in size
and market served, that an allowance for loan losses of approximately 1.4% of
loans was an appropriate reserve
26
<PAGE>
for the Company at that time. As the result of loan growth and loan charge-
offs, by fourth quarter 1995, the Company's allowance had been reduced to
1.15% of loans. In anticipation of further loan growth in its new Johnson
County market and in response to the normal review of non-performing loans,
the Company made an additional provision for loan losses and, as a result,
exceeded the targeted allowance. Loan growth, and to a lesser extent, charge-
offs in 1996 reduced the allowance to approximately that reported at September
30, 1996 without a need for significant additional provisions. The allowance
as a percentage of total loans at September 30, 1996 (1.36%) is consistent
with the Company's goal. In the future, the Company expects that its loan loss
reserve will be in a range consistent with historical ratios, which have
varied from 1.15% to 1.65% of loans.
The allowance for loan losses on September 30, 1996 totaled $2.6 million, a
slight decrease over December 31, 1995 resulting from charge-offs of $185,000,
recoveries of $19,000 and provisions of $90,000. The allowance for loan losses
totaled $2.7 million as of December 31, 1995. The increase in the allowance
during 1995 of $668,000 was a combination of additional provisions of $1.3
million and net charge-offs of $616,000. See "--Provision for Loan Losses."
During 1994, the Company experienced an increase in its allowance for loan
losses of $874,000, primarily as a result of the first quarter acquisition of
Provident Bank and the second quarter sale of Peoples.
The following table sets forth activity in the Company's allowance for loan
losses during the periods indicated:
SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- -----------------------------
1996 1995 1994 1993
----------------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Total net loans outstanding at
the end of period............ $190,782 $161,470 $136,241 $90,687
======== ======== ======== =======
Average net loans outstanding
during the period............ $170,549 $149,578 $120,993 $77,767
======== ======== ======== =======
Allowance for loan losses,
beginning of period.......... $ 2,715 $ 2,047 $ 1,173 $ 945
Charge-offs:
Real estate:
Construction.............. 24 -- -- --
1 to 4 family residential. 2 12 21 --
Agricultural.............. -- -- -- --
Commercial.................. 74 538 91 185
Consumer and other.......... 19 46 4 14
Agricultural................ 66 75 86 1
-------- -------- -------- -------
Total charge-offs......... 185 671 202 200
-------- -------- -------- -------
Recoveries of loans previously
charged off:
Real estate:
Construction.............. 11 -- -- --
1 to 4 family residential. 2 -- 20 12
Agricultural.............. -- -- 6 --
Commercial.................. 2 9 127 27
Consumer and other.......... 4 3 7 9
Agricultural................ -- 43 25 84
-------- -------- -------- -------
Total recoveries.......... 19 55 185 132
-------- -------- -------- -------
Net charge-offs............... 166 616 17 68
Provision charged to
operations................... 90 1,284 147 296
Adjustments due to
acquisitions and disposals... -- -- 744(1) --
-------- -------- -------- -------
Allowance for loan losses, end
of period.................... $ 2,639 $ 2,715 $ 2,047 $ 1,173
======== ======== ======== =======
Ratios:
Net charge offs to average
loans outstanding.......... 0.10% 0.41% 0.01% 0.09%
Allowance for loan losses to
loans, end of period....... 1.36% 1.65% 1.48% 1.28%
Allowance for loan losses to
non-performing loans....... 291.92% 143.65% 304.61% 155.98%
</TABLE>
- --------
(1) Adjustment related to acquisition of Provident Bank and sale of Peoples.
27
<PAGE>
INVESTMENT ACTIVITIES
The Company's investment portfolio serves three important functions: first,
it enables the adjustment of the balance sheet's sensitivity to changes in
interest rate movements; second, it provides an outlet for investing excess
funds; and third, it provides liquidity. The investment portfolio is
structured to maximize the return on invested funds within conservative risk
guidelines.
The portfolio is comprised of U.S. Treasury securities, U.S. Government
agency obligations, state municipal obligations, Federal Reserve Bank stock,
FNMA stock and FHLB stock. The U.S. government agency obligations include
Federal Home Loan Mortgage Corporation ("FHLMC") notes, FNMA notes and
mortgage- backed securities, FHLB notes and Government National Mortgage
Association ("GNMA") mortgage-backed securities. The portfolio includes
approximately $9.5 million of collateralized mortgage obligations, all of
which are rated AA or better. Federal Funds sold are not classified as
investment securities.
On December 31, 1993, the Company adopted SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities. Securities classified as available
for sale are carried at fair value and any unrealized gains or losses on such
securities are reported net of income taxes in a separate component of
stockholders' equity. Securities classified as held to maturity are carried at
amortized cost. In November 1995, the Financial Accounting Standards Board
("FASB") allowed a one-time redesignation between the categories. The Company
redesignated approximately $26.1 million of held to maturity securities to
available for sale. This transfer did not represent a change in the investment
portfolio strategy, but rather was done to provide greater flexibility to
manage the portfolio. This change had no impact on regulatory capital.
The investment portfolio had a modest increase of $632,000 or 0.94% during
the nine months ended September 30, 1996. The increase was the result of
purchases of securities with maturities of three years or less.
The composition of the investment portfolio as of September 30, 1996 was
37.58% U.S. Treasury notes, 13.22% U.S. government obligations, 40.56%
mortgage-backed securities, 5.61% state and municipal securities and 3.03%
other securities. The comparable distribution for December 31, 1995 was 31.03%
U.S. Treasury notes, 20.72% U.S. government obligations, 39.21% mortgage
backed securities, 5.99% state and municipal securities and 3.05% other
securities. The estimated maturity of the investment portfolio on September
30, 1996 was 2 years and 6.8 months and the average duration of the investment
portfolio was 2.34 years. The average balance of the investment portfolio as
of September 30, 1996 represented 28.07% of average earning assets as compared
to 27.56% on December 31, 1995. No change in investment strategy was made
during the first nine months of 1996.
Average investment securities decreased from 38.32% of earning average
assets at December 31, 1994, to 27.56% of average earning assets at December
31, 1995 due to the Company's ownership of both Provident Bank and Peoples
during the second quarter of 1994. Peoples had approximately $12 million of
investment securities. During the same period average loans increased to
69.37% of average earning assets at December 31, 1995 as compared to 59.23% of
average earning assets at December 31, 1994. At December 31,1993, average
investment securities were 47.45% of average earning assets while loans were
50.47% for the same period. This trend is consistent with the Company's
strategy of obtaining an asset portfolio in which at least 75% of earning
assets consist of loans.
The Company periodically changes its balance sheet strategy to accommodate a
new interest rate environment when, in management's opinion, economic and
policy signals indicate a changing trend in interest rates. Accordingly, in
the first half of 1995 the Company sold bonds in anticipation of an increase
in interest rates. Although management believes its action will benefit the
Company, the securities sales resulted in an immediate loss of $409,000.
28
<PAGE>
The following table sets forth the composition of the Company's investment
portfolio at the dates indicated:
INVESTMENT SECURITIES PORTFOLIO COMPOSITION
<TABLE>
<CAPTION>
AT SEPTEMBER 30, AT DECEMBER 31,
---------------- ------------------------
1996 1995 1994 1993
---------------- ------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Securities held to maturity(1):
U.S. Treasury and other U.S.
agencies and corporations......... $ -- $ -- $ 7,693 $ 7,359
Obligations of states and political
subdivisions...................... 25 25 5,183 5,481
Mortgage-backed securities......... -- -- 13,935 3,564
------- ------- ------- --------
Total............................ $ 25 $ 25 $26,811 $ 16,404
======= ======= ======= ========
Securities available for sale(2):
U.S. Treasury and other U.S.
agencies and corporations......... $34,548 $34,865 $34,200 $24,564
Obligations of states and political
subdivisions...................... 3,788 4,008 -- --
Mortgage-backed securities......... 27,584 26,422 5,014 15,517
Other(3)........................... 2,062 2,055 1,782 674
------- ------- ------- --------
Total............................ $67,982 $67,350 $40,996 $ 40,755
======= ======= ======= ========
</TABLE>
- --------
(1) Securities held to maturity are carried on the Company's financial
statements at book value.
(2) Securities available for sale are carried on the Company's financial
statements at market value.
(3) Includes FHLB stock, Federal Reserve stock and FNMA stock.
The following table sets forth a summary of maturities in the investment
portfolio at September 30, 1996:
MATURITY SCHEDULE OF SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1996
(AT MARKET VALUE)
----------------------------------------------------------------------------------
OVER 5 YEARS
ONE YEAR OR OVER ONE YEAR THROUGH 10
LESS THROUGH 5 YEARS YEARS OVER 10 YEARS TOTAL
--------------- ---------------- --------------- ---------------- ----------------
WEIGHTED WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1)
------ -------- ------- -------- ------ -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and other
U.S. agencies and
corporations........... $3,764 5.89% $32,349 5.52% $ -- -- $ -- -- $36,113 5.56%
Obligations of states
and political
subdivisions........... 509 8.18% 2,806 7.60% 473 6.82% -- -- 3,788 7.58%
Mortgage-backed
securities............. -- -- 6,806 5.68% 7,474 5.95% 11,739 6.13% 26,019 5.96%
Other................... 2,062 6.51% -- -- -- -- -- -- 2,062 6.51%
------ ------- ------ ------- ------- ----
Total.................. $6,335 $41,961 $7,947 $11,739 $67,982 5.85%
====== ======= ====== ======= ======= ====
</TABLE>
- --------
(1) Yield is adjusted for the effect of tax-exempt securities.
DEPOSIT ACTIVITIES
Deposits are the major source of the Banks' funds for lending and other
investment purposes. In addition to deposits, the Banks derive funds from
interest payments, loan principal payments, loan and security sales, and funds
from operations. Scheduled loan repayments are a relatively stable source of
funds, while deposit inflows are significantly influenced by general interest
rates and money market conditions. The Banks may use borrowings on a short-
term basis if necessary to compensate for reductions in the availability of
other sources of funds, or borrowings may be used on a longer term basis for
general business purposes.
29
<PAGE>
Deposits are attracted principally from within the Banks' primary market
areas through the offering of a broad variety of deposit products, including
checking accounts, money market accounts, savings accounts, certificates of
deposit (including jumbo certificates in denominations of $100,000 or more),
and retirement savings plans. The Company has not sought brokered deposits and
does not intend to do so in the future.
Maturity terms, service fees and withdrawal penalties are established by the
Banks and reviewed on a periodic basis. The determination of rates and terms
is predicated on funds acquisition and liquidity requirements, rates paid by
competitors, growth goals and federal regulations.
The following table sets forth the average balances and weighted average
rates for the Company's categories of deposits for the periods indicated:
AVERAGE DEPOSIT BALANCES AND RATES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------------------------------------------------
SEPTEMBER 30, 1996 1995 1994 1993
------------------------- ------------------------- ------------------------- -------------------------
% OF % OF % OF % OF
AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL AVERAGE AVERAGE TOTAL
BALANCE RATE DEPOSITS BALANCE RATE DEPOSITS BALANCE RATE DEPOSITS BALANCE RATE DEPOSITS
-------- ------- -------- -------- ------- -------- -------- ------- -------- -------- ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest
checking........ $ 16,605 0.00% 7% $ 13,733 0.00% 7% $ 10,389 0.00% 6% $ 7,915 0.00% 5%
Savings deposits
and interest-
bearing
checking........ 64,037 3.39% 27% 55,819 3.09% 28% 60,987 2.77% 32% 50,960 2.83% 35%
Certificates of
deposit......... 154,351 5.62% 66% 129,543 5.46% 65% 116,593 4.38% 62% 88,492 4.56% 60%
-------- --- -------- --- -------- --- -------- ---
Total........... $234,993 100% $199,095 100% $187,969 100% $147,367 100%
======== === ======== === ======== === ======== ===
</TABLE>
The growth in deposits is the result of the Company's new branch locations
in Shawnee and Leawood, Kansas. During the first nine months of 1996, the
Company experienced a $16.5 million or 29.96% increase in savings and NOW
account balances, substantially all of which are less than $100,000, which
allowed the Company to reduce its reliance on more expensive balances
exceeding $100,000. The non-interest-bearing account balance as of September
30, 1996 showed a slight decrease from the balance as of December 31, 1995,
but the average balance increased $2.9 million or 20.9%.
The Company does not have a concentration of deposits from any one source,
the loss of which would have a material adverse effect on its business.
Management believes that substantially all the Banks' depositors are residents
in their primary market areas.
The following table sets forth a summary of the deposits of the Company at
the dates indicated:
DEPOSIT COMPOSITION
<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER --------------------------
30, 1996 1995 1994 1993
--------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Non-interest-bearing....................... $ 17,098 $ 18,934 $ 11,470 $ 10,293
Interest-bearing:
Savings and NOW accounts................. 71,650 55,134 56,540 50,575
Time accounts less than $100,000......... 127,821 127,239 101,998 75,678
Time accounts greater than $100,000...... 25,537 25,074 16,421 12,918
-------- -------- -------- --------
Total deposits......................... $242,106 $226,381 $186,429 $149,464
======== ======== ======== ========
</TABLE>
30
<PAGE>
The following table summarizes at September 30, 1996 the Company's
certificates of deposit of $100,000 or more by time remaining until maturity:
<TABLE>
<CAPTION>
CERTIFICATES OF DEPOSIT
$100,000 OR GREATER
-----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
Maturity Period:
Less than three months................................ $ 7,456
Over three months through six months.................. 8,886
Over six months through twelve months................. 7,585
Over twelve months.................................... 1,610
-------
Total............................................... $25,537
=======
</TABLE>
CAPITAL AND LIQUIDITY
Acquisition Indebtedness. The Company has borrowed to finance acquisitions.
The balance of such borrowing was $6.6 million as of September 30, 1996, and
$7.0 million, $7.1 million, and $3.9 million, as of December 31, 1995, 1994
and 1993, respectively. In March 1994, the Company borrowed $4.0 million in
connection with the acquisition of Provident. All amounts borrowed are due on
demand or no later than March 1, 1997. The Company intends to use proceeds
from the Offering to retire such debt. See "USE OF PROCEEDS."
Sources of Liquidity. Liquidity defines the ability of the Company and the
Banks to generate funds to support asset growth, satisfy other disbursement
needs, meet deposit withdrawals and other fund reductions, maintain reserve
requirements and otherwise operate on an ongoing basis. The immediate
liquidity needs of the Banks are met primarily by Federal Funds sold, short-
term investments, deposits and the generally predictable cash flow (primarily
prepayments) from each Bank's assets. Intermediate term liquidity is provided
by the Banks' investment portfolios. The Banks also have established a credit
facility with the FHLB under which the Banks are eligible for short or long-
term advances secured by real estate loans or mortgage-related investments.
The Company's liquidity needs and funding are provided through non-affiliated
bank borrowing, cash dividends and tax payments from its subsidiary banks. The
Company has agreed not to increase its borrowings without approval of the
Federal Reserve.
Capital. The Company and the Banks actively monitor their compliance with
regulatory capital requirements. The elements of capital adequacy standards
include strict definitions of core capital and total assets, which include
off-balance sheet items such as commitments to extend credit. Under the risk-
based capital method of capital measurement, the ratio computed is dependent
on the amount and composition of assets recorded on the balance sheet and the
amount and composition of off-balance sheet items, in addition to the level of
capital. Historically, the Banks have increased core capital through the
retention of earnings or capital infusions. Each Bank's ability to incur
additional indebtedness or to issue or pay dividends on common or preferred
stock may be limited by regulatory policies and the terms of the outstanding
securities. See "SUPERVISION AND REGULATION--Payment of Dividends." The
Offering is expected to substantially increase the capital of the Company and
thereby place the Company in a position in which it will exceed regulatory
capitalization requirements and be classified as well capitalized. See
"CAPITALIZATION; USE OF PROCEEDS."
ESOP Liability. On October 28, 1996, the Gold Banc Corporation, Inc.
Employee Stock Ownership Plan and Trust (the "Plan") purchased 31,888 shares
of Common Stock from a stockholder of the Company. The purchase price of
$275,800 was financed by a loan from an unaffiliated financial institution.
That loan bears interest at the prime rate and is due October 28, 2003. The
Plan will repay the loan with contributions received from the Company, and
accordingly, the Company will record the obligation and will add an offsetting
amount of unearned compensation to stockholders' equity in its consolidated
financial statements. The following table
31
<PAGE>
shows the pro forma September 30, 1996 consolidated balance sheet as if the
purchase of shares had been completed on that date:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
------------------
ACTUAL PRO FORMA
-------- ---------
<S> <C> <C>
Total assets................................................. $285,827 $285,827
======== ========
Liabilities
Deposits................................................... 242,106 242,106
Borrowing.................................................. 29,455 29,731
Other liabilities.......................................... 2,637 2,637
-------- --------
274,198 274,474
Stockholders' equity......................................... 11,629 11,353
-------- --------
Total liabilities and stockholders' equity................... $285,827 $285,827
======== ========
</TABLE>
ACCOUNTING AND FINANCIAL REPORTING ISSUES
In October 1994, the FASB issued SFAS 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments." SFAS 119
requires disclosures about derivative financial instruments, futures, forward,
swap and option contracts, and other financial instruments with similar
characteristics. It also amends existing requirements of SFAS 105, "Disclosure
of Information about Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk," and SFAS 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 119 requires
disclosures about the amounts, nature and terms of derivative financial
instruments that are not subject to SFAS 105 because they do not result in
off-balance-sheet risk of accounting loss. It requires that a distinction be
made between financial instruments held or issued for trading purposes
(including dealing and other trading activities measured at fair value with
gains and losses recognized in earnings) and financial instruments held or
issued for purposes other than trading. SFAS 119 is effective for financial
statements for fiscal years beginning after December 15, 1995, with earlier
application encouraged. The Company does not have financial instruments that
require disclosure under SFAS 119.
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of," issued by the FASB in March 1995, is
effective for fiscal years beginning on or after December 15, 1995. SFAS 121
requires long-lived assets and certain identifiable intangibles to be held and
used by an entity to be reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
In performing the review for recoverability, the entity should estimate the
future cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount
of the asset, an impairment loss is recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles an entity expects to
hold and use should be based on the fair value of the asset. Management does
not anticipate the adoption of SFAS 121 will have a material impact on the
financial position of the Company.
In May 1995, the FASB issued SFAS 122, "Accounting for Mortgage Servicing
Rights, an Amendment of FASB Statement No. 65." SFAS 122 amends SFAS 65,
"Accounting for Certain Mortgage Banking Activities," to require a mortgage
banking enterprise to recognize as separate assets the rights to service
mortgage loans for others, however those service rights are acquired. SFAS 122
is effective for fiscal years beginning after December 15, 1995. Management
does not anticipate the adoption of SFAS 122 will have a material impact on
the financial position of the Company.
In October 1995, the FASB issued SFAS 123, "Accounting for Stock-Based
Compensation," effective for fiscal years beginning after December 15, 1995.
SFAS 123 requires a fair value based method of accounting for stock-based
compensation. SFAS 123 is not expected to have a material impact on the
financial position of the Company.
32
<PAGE>
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related financial data concerning the Company
presented in this Prospectus have been prepared in accordance with generally
accepted accounting principles, with the measurement of financial position and
operating results in terms of historical dollars without considering changes
in the relative purchasing power of money over time due to inflation. The
primary impact of inflation on the operations of the Company is reflected in
increased operating costs. Unlike most industrial companies, virtually all of
the assets and liabilities of a financial institution are monetary in nature.
As a result, changes in interest rates have a more significant impact on the
performance of a financial institution than do the effects of changes in the
general rate of inflation and changes in prices. Interest rate changes do not
necessarily move in the same direction or have the same magnitude as changes
in the prices of goods and services. See "RISK FACTORS--Asset/Liability
Management."
BUSINESS
GENERAL
The Company is a multi-bank holding company incorporated under the laws of
the state of Kansas on December 5, 1985 and headquartered in Leawood, Johnson
County, Kansas, a southwestern suburb of Kansas City. The Company owns and
operates two commercial banks and, indirectly, a federal savings bank.
Exchange Bank is headquartered in Marysville, Kansas, the county seat of
Marshall County and has branch locations in Leawood and Shawnee, two cities in
Johnson County, Kansas. Citizens is located in Seneca, Kansas, the county seat
of Nemaha County. The Company owns 100% of Provident, the parent company of
Provident Bank, a federal savings bank located in St. Joseph, Missouri, the
county seat of Buchanan County. The Banks had total assets as of September 30,
1996 of $285.8 million. The Banks are community banks providing a full range
of commercial and consumer banking services to small and medium-sized
communities and the surrounding market areas. Additionally, Provident Bank
engages in mortgage banking operations. The mortgage banking division of
Provident Bank operates from the main Provident Bank location in St. Joseph,
Missouri. At September 30, 1996, the Banks ranged in size from $56 million to
approximately $148 million in total assets.
HISTORY
In December 1978, Michael W. Gullion made his ownership entry into the
banking business by purchasing Oketo State Bank. Oketo State Bank had assets
at the time of $2.9 million, and was located in the small 125 person community
of Oketo, Kansas, just south of Mr. Gullion's home town of Beatrice, Nebraska.
Shortly after acquiring Oketo State Bank, Mr. Gullion formed Oketo Bancshares,
Inc. to hold the stock of that bank.
In April 1981, Mr. Gullion used the equity created by the successful
operation of Oketo State Bank, as well as financing provided by additional
shareholders, to purchase Comanche Bancshares, Inc., parent company of
Peoples, an $11 million bank in the southwest Kansas county seat town of
Coldwater.
In June 1984, Oketo State Bank converted to a national bank charter and
relocated its main office to Marysville, Kansas, a county seat town in north
central Kansas approximately eight miles from Oketo. The relocated bank, which
had total assets of $5 million, was renamed Blue Valley National Bank.
In September 1985, the Gullion-led investor group purchased 24.9% of Seneca
Bancshares, Inc., a Missouri bank holding company that owned all of the
outstanding stock of Citizens. The same investor group acquired controlling
ownership in Seneca Bancshares, Inc., and renamed it Gold Bancshares, Inc.
(now Gold Banc Corporation, Inc.) and moved its charter to Kansas.
In September 1989, Oketo Bancshares and Comanche Bancshares were merged into
the Company, creating a multi-bank holding company headquartered in
Marysville, Kansas. At that time, the Company owned all of the outstanding
stock of Blue Valley National Bank, Peoples and Citizens. The new corporate
structure allowed the commingling of dividends generated by the subsidiary
banks and created an entity to be used as an acquisition vehicle.
33
<PAGE>
In November 1991, the Company purchased Exchange Bank of Schmidt and Koester
in Marysville, Kansas, merged it with Blue Valley National Bank, creating a
$73 million bank in Marysville with two locations, and renamed the combined
entity Exchange National Bank. In April 1992, Exchange Bank acquired a branch
of Home Federal Savings Association of Kansas City, a failed savings and loan
association in Shawnee, Kansas through a government-assisted auction. The
Shawnee acquisition allowed Exchange Bank to diversify its predominantly
agriculturally based loan portfolio and to target owner-operated businesses as
its customers. The offices of the Company were then moved to Leawood, Kansas.
In March 1994, the Company purchased Provident, the holding company for
Provident Bank, a thrift with $53 million in deposits. The acquisition of
Provident gave the Company access to an institution with experience in selling
loans on the secondary market and that had established itself in a position of
dominance in the real estate loan market of a county seat town. As part of the
financing of the Provident acquisition, the Company sold Peoples.
In the fall of 1995, Exchange Bank opened a temporary branch in Leawood,
Kansas on the site where the new corporate headquarters of the Company and the
headquarters for Exchange Bank opened in September 1996. Leawood is a rapidly
developing suburb of Kansas City with a significant number of owner-operated
businesses.
COMMUNITY BANKING STRATEGY
The Company serves the needs and caters to the economic strengths of the
local communities in which the Banks are located. Through the Banks and their
employees, the Company strives to provide a high level of personal and
professional customer service. Employee participation in community affairs is
encouraged in order to build long-term banking relationships with established
businesses and individual customers in these market areas.
The Company believes its Marysville and Seneca locations, together with the
surrounding counties that comprise their market areas, provide a stable base
of relatively low-cost deposits compared to larger metropolitan markets with
larger competitors. Although Provident Bank is located in a city of over
70,000 residents, it is the Company's experience that the demographics of St.
Joseph, Missouri, as a county seat, are generally comparable to those of
Seneca and Marysville, Kansas. The Company believes that, through good
management, community banks such as Exchange Bank and Citizens can maximize
earnings by attracting relatively low cost core deposits and investing those
funds in loans and other high yielding investments, while maintaining risk at
an acceptable level.
Recently the Company has applied its community banking strategy to two
affluent communities in the rapidly developing Johnson County suburbs
southwest of Kansas City. The Company believes the recent wave of regional
bank acquisitions of local banks in those suburban communities, and the
subsequent conversion of some of those acquired banks to branch locations, has
alienated the customers of those locations. This has created an opportunity
for the Company to attract and retain as loan customers those owner-operated
businesses that require flexibility and responsiveness in lending decisions
and desire a more personal banking relationship. The success of this strategy
is reflected in the Company's growth and ability to attract significant levels
of non-interest-bearing deposits in the suburban communities of Leawood and
Shawnee, Kansas. The expansion into suburban Johnson County communities also
has allowed Exchange Bank and Citizens to diversify their predominantly
agriculturally related loan portfolio into commercial and residential real
estate loans. In addition, the Company has taken advantage of the relatively
stable deposit base and low cost of funds in Marysville and Seneca, Kansas,
where there is a relatively low commercial loan demand, and has deployed those
funds in the suburban communities of Leawood and Shawnee, Kansas, where
commercial loan demand is greater.
MARKET AREAS
The Banks owned by the Company are located in northeastern Kansas and
northwestern Missouri, as shown in the map on the inside front cover of this
Prospectus. The Banks and the communities they serve are described below:
34
<PAGE>
Marysville, Kansas. Exchange Bank's main office and a branch are located in
the city of Marysville, Kansas and serve the approximately 3,300 residents of
that community and the approximately 11,700 residents of Marshall County.
Marshall County has a civilian work force of approximately 6,200 persons that
is fairly evenly divided between manufacturing, services, government, retail
and agricultural sectors.
Shawnee, Kansas. Exchange Bank has a branch location in Shawnee, Kansas, a
western suburb of Kansas City that has a population of 45,000 persons and is
growing at a rate of 4.5 people per day. The service sector makes up the
largest part of the employment base of Shawnee, followed by manufacturing,
government and wholesale and retail sales. Shawnee is located in Johnson
County, Kansas. According to the city of Shawnee, in the ten years ended 1993,
Johnson County's population grew 32%, averaged a net total of 427 new business
establishments every year, accounted for 69% of the net increase in new
businesses in the state of Kansas and had an average annual growth rate of
private sector employment of 5.8%, more than twice the national growth rate.
Of counties in the United States having populations above 250,000, Johnson
County ranks first in the percentage of adults with at least a high school
education. The state of Kansas projects that Johnson County's population will
grow by more than 10,000 people per year over the next decade.
Leawood, Kansas. Exchange Bank has a branch location in Leawood, Kansas,
another Johnson County suburb of Kansas City, that has a population of
approximately 25,000 and for the ten year period ended 1993 experienced a
population growth rate of approximately 47%. In 1994, 265 single family
building permits were issued in Leawood and total building construction costs
were nearly $84 million. In 1995, the Leawood Information Services estimated
the average home value to be $213,000. The average household income in Leawood
in 1996 is estimated by the Leawood Planning and Development Commission to be
approximately $97,000. Approximately 50% of the city's economic base is the
service sector, approximately 21% is retail and approximately 16% is financial
services, insurance and real estate service.
St. Joseph, Missouri. Provident Bank is located in St. Joseph, Missouri,
approximately 45 miles north of Kansas City, Missouri. St. Joseph has a
population of approximately 75,000 residents and a fully accredited and state
funded four-year college as well as other vocational institutions. The
economic base of St. Joseph includes manufacturing, agribusiness, research and
development, health care and small business.
Seneca, Kansas. Citizens is located in Seneca, Kansas and serves the
approximately 2,200 residents of that community and the approximately 11,000
residents of Nemaha County. The economic base of Nemaha County is primarily
agricultural, and Citizens relies on the agricultural community, schools and
local governments for its customers. Agricultural production in Nemaha County
consists of corn, milo, soybeans, wheat, dairy cattle and hog production. In
addition, the county has some oil production and local manufacturing
operations.
THE BANKS
Exchange Bank. Exchange Bank has four locations and is chartered in
Marysville, Kansas. The two Marysville locations ("Exchange Bank--Marysville")
as of September 30, 1996, ranked second in terms of deposits among the eight
other banks and two other lending institutions in Marshall County, Kansas.
Exchange Bank--Marysville offers a wide variety of services and financial
products including checking and deposit accounts, certificates of deposit,
IRAs and cash management, a variety of consumer and small commercial loans,
trust and investment management services, insurance products and other
miscellaneous services. Exchange Bank--Marysville's loan mix consists of
approximately 28% agricultural loans, 35% commercial and industrial loans, 27%
residential real estate loans and 10% consumer and other loans. As of
September 30, 1996, Exchange Bank--Marysville had assets of approximately $74
million. The Marysville facilities employ 33 full and part-time persons.
Nearly three-quarters of Exchange Bank--Marysville's funds are obtained from
Marshall County depositors, and over 90% of its loan commitments are within
Marshall County. Exchange Bank--Marysville traces its roots to Oketo State
Bank, organized in the town of Oketo, Kansas in Marshall County in 1889, and
also to Exchange Bank of Schmidt and Koester, established in Marysville in
1870 and one of the oldest banks in the state of Kansas.
35
<PAGE>
Exchange Bank's Shawnee, Kansas location ("Exchange Bank--Shawnee") as of
September 30, 1996, ranked sixth in terms of deposits among the twelve
financial institution locations in the city. Exchange Bank--Shawnee provides
the same products and services offered by Exchange Bank--Marysville. The
branch's loan mix consists of a broad range of commercial, consumer,
residential real estate, construction, residential development and small
business administration loans. Exchange Bank--Shawnee had total assets of $46
million as of September 30, 1996. It has 18 full and part-time employees and
derives its funds from deposits generated within the community and from
Exchange Bank--Marysville through inter-branch transactions. The branch was
opened in April 1992.
Exchange Bank's Leawood, Kansas location ("Exchange Bank--Leawood") competes
with two other bank branches in Leawood and numerous other branches and
several banks in communities adjoining Leawood. Exchange Bank--Leawood offers
the same products and services offered by Exchange Bank--Marysville. Eighty-
five percent of the branch's loan portfolio consists of small commercial
business loans and approximately 13% of its loan business is residential real
estate loans. The branch had total assets of approximately $27 million as of
September 30, 1996 and employs 11 full and part-time employees. Funds are
derived primarily from the local customer base and from Exchange Bank--
Marysville through inter-branch transactions. The branch was opened in October
of 1995.
Provident Bank. Provident Bank competes with ten banks, four savings and
loans and eleven credit unions in the city of St. Joseph, Missouri and for the
year ended September 30, 1996 was the leading home lender, based on mortgage
volume, for home purchases in St. Joseph. Approximately 51% of the bank's loan
portfolio consists of residential home loans, 35% commercial real estate
loans, 6% industrial loans, 4% loans held for sale and 4% consumer and other
loans. As of September 30, 1996, Provident Bank had assets of approximately
$80 million. Provident Bank offers a wide variety of financial products and
services including checking, savings and money market accounts, certificates
of deposit and IRAs and a variety of consumer and small business loans. The
bank employs 45 persons on a full and part-time basis and relies primarily on
the deposits of the St. Joseph area for its funds. Provident Bank was
incorporated in 1889 and has been serving the St. Joseph community for 107
years.
Citizens. As of September 30, 1996, Citizens was the largest in terms of
deposits among the ten bank locations serving the approximately 11,000
residents of Nemaha County, Kansas. Approximately 28% of the loans generated
by the Bank are related to the agricultural sector, including farm real
estate, agricultural production and agricultural industrial. Approximately 30%
of its loans are residential home loans and the remainder are commercial,
consumer and other loans. As of September 30, 1996, the Bank had assets of
approximately $56 million. Citizens offers a wide variety of services and
financial products, including checking and deposit accounts, certificates of
deposit, IRAs and cash management, a variety of consumer and small commercial
loans, trust and investment management services, insurance products and other
miscellaneous services. The Bank has 21 full and part-time employees and
relies primarily on consumer, commercial and local government deposits for
funds. Citizens has served the Nemaha County community for 101 years.
The Company owns, directly or indirectly, 100% of the outstanding common
stock of each of its subsidiaries. In order to improve operating efficiency,
the Company intends to eliminate, through a series of internal mergers, the
subsidiaries acquired in the Provident acquisition other than Provident Bank.
The mergers are subject to regulatory approval, which the Company anticipates
will be granted prior to December 31, 1996.
OPERATING STRATEGY
The Company's operating strategy is to provide in each market in which it
operates a full range of financial products and services to small and medium-
sized businesses and to consumers. The Company emphasizes personal
relationships with customers, involvement in local community activities and
responsive lending decisions. The Company strives to maintain responsive
community banking offices with local decision makers, allowing senior
management at each banking location, within certain limitations, to make its
own credit and pricing decisions and retaining at each Bank a local identity
and board of directors. The Company's goals include
36
<PAGE>
long-term customer relationships, a high quality of service and responsiveness
to specific customer needs. The principal elements of the Company's operating
strategy are:
Maintain Market Position in Existing Market Areas. As described above, each
Bank dominates an aspect of the market in which it competes. The Company has
invested in facilities and personnel and has emphasized customer service in
order to maintain and enhance its market position in these areas.
Emphasize Personalized Customer Service and Community Involvement. The
Company believes that, in most of its market areas, customer loyalty and
service are the most important competitive factors. The Banks have experienced
low turnover in their management and lending staffs, enabling them to provide
continuity of service by the same staff members, leading to long-term customer
relationships, high quality service and quick response to customer needs. The
Banks' management and other employees participate actively in a wide variety
of community activities and organizations in order to develop and maintain
customer relationships. The Banks recruit the best available banking talent to
deliver the quality of personal banking services required to meet customer
expectations and to permit the Company to meet its goals for long-term
profitable growth.
Capitalize on Changing Market Conditions. The Company's management
continually monitors economic developments in its market areas in order to
tailor its operations to the evolving strengths and needs of the local
communities. For example, Exchange Bank has opened branch locations in the
high growth areas of Shawnee and Leawood, Kansas to fill the void of community
banks created by the recent acquisition activity of regional banking
institutions and to deploy excess low-cost funds derived from its rural
northeastern Kansas market.
Centralize and Streamline Operations to Achieve Economies. While each of the
Banks presently operates autonomously, the Company, in order to minimize
duplication of functions, is centralizing certain management and
administrative functions, including data processing, human resources and
regulatory administration, that can better and more efficiently be performed
by the Company. Such centralization will help to reduce operating expenses and
enable Bank personnel to focus on customer service and community involvement.
The Company believes it has recently acquired the personnel necessary to make
implementation of these operating efficiencies possible. The Company intends
to centralize payroll, medical benefits and regulatory administration at the
beginning of 1997, with centralization of data processing to follow in the
second quarter of 1997.
Because of the high costs associated with Provident Bank's mortgage banking
division, the Company began to significantly streamline these operations in
the third quarter of 1996. The Company believes substantial improvements can
be made to both expenses and income of the division through implementation of
the following plan: (i) replacement of labor with technology; (ii) a reduction
in the number of loan underwriters that participate in mortgage banking
operations; (iii) retaining the servicing rights for loans sold; (iv)
undertaking its own loan underwriting; and (v) creating arrangements pursuant
to which the Bank would finance developers and builders in the acquisition of
property for, and the development and construction of, residential
communities, and also would provide the residential real estate loans to the
ultimate consumers in those communities. Provident Bank recently hired an
Executive Vice President whose job function includes implementation of the
foregoing plan. As part of the restructuring, the Company began in the third
quarter of 1996 to streamline its Johnson County mortgage banking operations
by reducing significantly the personnel in the Johnson County mortgage
origination office and eliminating certain support positions in the Provident
Bank office in St. Joseph.
GROWTH STRATEGY
Acquisitions. Management of the Company believes that, following the
Offering, the Company will be well positioned to acquire and profitably
operate community banks because of its experience in operating community
banks, its ability to provide centralized management assistance to those banks
and its access to capital. Additionally, other than FHLB borrowings matched
against specific loans, the Company will have no significant long-term
indebtedness immediately after the Offering and does not anticipate paying
dividends in the foreseeable future. Therefore, a substantial portion of
future earnings can be retained to pursue this growth strategy. See "RISK
FACTORS--Competition and Other Risks Associated with Expansion Strategy."
37
<PAGE>
Management of the Company believes there are owners of community banks who
may be willing to sell their banks in the future for, among other reasons,
stockholder liquidity, to diversify their own investment portfolios, lack of
family successor operators and the difficulty of compliance with bank
regulations. Management of the Company believes there are individual community
bank owners in the targeted regions who will be interested in selling their
banks to an organization that has a strong capital base and management that
has demonstrated a commitment to maintaining local bank identity. The
Company's goal is to acquire banks with strong existing management such that
the Company's strategies can be implemented while retaining the individual
identity of the banks through the continuation of the existing management,
boards of directors and bank charters.
The Company will generally target dominant, profitable community banks in
county seat towns of 2,000 persons or more. Market factors to be considered by
the Company will include the size and long-term viability of the community and
market area served by the target bank, the dominance of the acquisition target
in the market and the proximity of other banks owned by the Company.
Generally, the bank target must be among the top three financial institutions
in its market in terms of deposit share. Financial criteria will include
historical performance, comparison to peers in terms of key operating
performance and capital ratios, loan asset quality, operating procedures and
deposit structure. Also of significant financial importance will be the
investment required for, and opportunity costs of, the acquisition. Non-
financial considerations in evaluating an acquisition prospect will include
the quality of the target's management and the demand on Company resources to
integrate the target institution.
The Company has recently had introductory discussions with the principal
owners of a number of community banks to determine their interest in selling
their banks to the Company. However, the Company has decided not to pursue any
preliminary expressions of interest until such time as acquisition funds
become available, which is expected to occur following the completion of the
Offering. None of these discussions have included any proposed transaction
terms. The Company contemplates that, because of the large number of county
seat towns and banks and its familiarity with the market place, its
acquisition focus will be in the Midwest and primarily in the States of Kansas
and Missouri. Kansas is perceived by management to be the Company's best
market for bank acquisitions because only recently have state banking laws
permitted the large regional banking institutions based in Missouri to conduct
branching activities in the State of Kansas.
Internal Growth. The recent wave of regional bank acquisitions of community
banks in the Midwest has created what management of the Company perceives to
be a void in the community banking market. It is management's belief that it
has been the practice of regional banking institutions to convert the banks
they acquire into branches of the acquiring institution. Management of the
Company believes this practice detracts from the delivery of quality
personalized services to the existing customer base of those branches. The
Company entered the Kansas City suburban community market by acquiring the
deposits of a failed thrift in Shawnee, Kansas in 1992. The Company's
implementation of its community banking strategy through the operation of a
branch location on the property in Shawnee was well received, as indicated by
the rapid growth (37.5% over 3 years) and significant percentage of non-
interest-bearing deposits. Exchange Bank has acquired a tract of land for the
development of another branch location in a rapidly developing part of
Shawnee, Kansas that presently has few other lending institutions in the
immediate area. In October 1995, Exchange Bank further expanded its presence
in the suburban Johnson County communities of Kansas City by opening a branch
location in Leawood, Kansas, another rapidly growing residential and small
business community. Management of the Company believes its branching
activities are distinguished from those of regional banking institutions by
the high degree of autonomy given each branch location.
The Company's expansion activity also has allowed Exchange Bank to diversify
its loan portfolio, which was previously dominated by loans related to the
agricultural industry. Further, the loan demand in these suburban Johnson
County communities, due to heavy residential and small business development,
is greater than that experienced in the market areas served by Citizens and
Exchange Bank--Marysville. The difference in the deposit characteristics,
which are more stable in Seneca and Marysville, and borrowing characteristics
between
38
<PAGE>
the communities has allowed the Company to deploy excess low-cost deposit
funds derived from Citizens and Exchange Bank--Marysville into loans in the
growing Kansas City metropolitan communities of Shawnee and Leawood, Kansas.
The Company expects it will continue to expand in the suburban Johnson
County communities west of Kansas City through growth in the assets and loan
portfolios of existing branches and to a limited extent through additional
branching activities.
LENDING ACTIVITIES
General. The Company strives to provide in each market area it serves a full
range of financial products and services to small and medium-sized businesses
and to consumers. The Company targets owner-operated businesses and emphasizes
the use of Small Business Administration and Farmers Home Administration
lending. The Banks participate in credits originated within the organization
but generally do not participate in loans from nonaffiliated lenders. Each
Bank has an established loan committee which has authority to approve credits,
within established guidelines, of up to $200,000. Concentrations in excess of
$200,000 must be approved by an executive loan committee comprised of the
Chief Executive Officer and the Vice President of the Company and the local
Bank's president and senior lending officer. When lending to an entity, the
Company generally obtains a guaranty from the principals of the entity. The
loan mix within the individual Banks is subject to the discretion of the Bank
board of directors and the demands of the local marketplace.
Residential loans are priced consistently with the secondary market, and
commercial and consumer loans generally are issued at or above the prime rate.
The Company has no potential negative amortization loans. The following is a
brief description of each major category of the Company's lending activity.
Real Estate Lending. Commercial, residential and agricultural real estate
loans represent the largest class of loans of the Company. As of September 30,
1996, real estate loans totaled $124.2 million or 64.20% of all loans. One to
four family residential loans make up approximately 45.52% of real estate
loans, followed by commercial 24.52%, construction 21.82%, agricultural 6.39%,
and loans held for sale 1.75%. Generally, residential loans are written on a
variable rate basis with terms of five years or less and amortized over either
15 or 30 years. The Company retains in its portfolio some adjustable rate
mortgages having an adjustment period of five years or less. Agricultural and
commercial real estate loans are amortized over 15 or 20 years. The Company
also generates long-term fixed rate residential real estate loans which it
sells in the secondary market. The Company takes a security interest in the
real estate. Commercial real estate, construction and agricultural real estate
loans are generally limited, by policy, to 80% of the appraised value of the
property. Commercial real estate and agricultural real estate loans also are
supported by analysis demonstrating the borrower's ability to repay.
Residential loans that exceed 80% of the appraised value of the real estate
generally are required, by policy, to be supported by private mortgage
insurance, although on occasion the Company will retain non-conforming
residential loans to known customers at premium pricing.
Commercial Lending. Loans in this category principally include loans to
service, retail, wholesale and light manufacturing businesses, including
agricultural service businesses. Commercial loans are made based on the
financial strength and repayment ability of the borrower, as well as the
collateral securing the loans. As of September 30, 1996, commercial loans
represented the second largest class of loans at $43.8 million, or 22.64% of
total loans. The Company targets owner-operated businesses as its customers
and makes lending decisions based upon a cash flow analysis of the borrower as
well as the accounts receivable, inventory and equipment assets of the
borrower. Accounts receivable loans and loans for inventory purchases are
generally of a one-year renewable term and those for equipment generally have
a term of seven years or less. The Company generally takes a blanket security
interest in all assets of the borrower. Equipment loans are generally limited
to 75% of the cost or appraised value of the equipment. Inventory loans are
limited to 50% of the value of the inventory, and accounts receivable loans
are limited to 75% of a pre-determined eligible base. Each of the Banks has
been approved to make loans under the Small Business Administration program.
Agricultural Lending. The Company provides short-term credit for operating
loans and intermediate-term loans for farm product, livestock and machinery
purchases and other agricultural improvements. Agricultural loans were $11.9
million as of September 30, 1996, or 6.13% of total loans. Farm product loans
are generally a one-year term and machinery and equipment and breeding
livestock loans generally have five to seven-year terms. Extension of credit
is based upon the ability to repay, as well as the existence of federal
guarantees and
39
<PAGE>
crop insurance coverage. Farmers Home Administration guarantees are pursued
wherever possible. Exchange Bank and Citizens hold "Preferred Lender Status"
from the Farmers Home Administration, a guarantee program similar to the Small
Business Administration, that minimizes the credit exposure of the Banks
through partial transfer of the credit risk to the federal government.
Preferred Lender Status expedites the processing of loan applications. These
loans are generally secured by a blanket lien on livestock, equipment, feed,
hay, grain and growing crops. Equipment and breeding livestock loans are
limited to 75% of appraised value.
Consumer and Other Lending. Loans classified as consumer and other loans
include automobile, credit card, boat, home improvement and home equity loans,
the latter two secured principally through second mortgages. The Company
generally takes a purchase money security interest in goods for which it
provides the original financing. The terms of the loans range from one to five
years, depending upon the use of the proceeds, and range from 75% to 90% of
the value of the collateral. The majority of these loans are installment loans
with fixed interest rates. As of September 30, 1996, consumer and other loans
amounted to $13.6 million, or 7.04% of total loans. The Company implemented a
credit card program in late 1994 and targeted the Banks' existing customer
base as potential consumers. As of September 30, 1996, the Company had issued
1,796 cards having an aggregate outstanding balance of $1.2 million in credit
card receivables. The Company has not marketed credit cards to persons other
than existing customers.
LOAN SOLICITATION AND PROCESSING
Loan originations are derived from a number of sources. Residential loan
originations can be attributed to real estate broker referrals, mortgage loan
brokers, direct solicitation by the Banks' loan officers, present savers and
borrowers, builders, attorneys, walk-in customers and, in some instances,
other lenders. Residential loan applications, whether originated through the
Banks or through mortgage brokers, are underwritten and closed based on the
same standards, which generally meet FNMA underwriting guidelines. Consumer
and commercial real estate loan originations emanate from many of the same
sources. The legal lending limit of each of the Banks was approximately $1.5
million, $1.1 million and $800,000 for Exchange Bank, Citizens and Provident
Bank, respectively, as of September 30, 1996.
The loan underwriting procedures followed by the Banks conform to regulatory
specifications and are designed to assess both the borrower's ability to make
principal and interest payments and the value of any assets or property
serving as collateral for the loan. Generally, as part of the process, a loan
officer meets with each applicant to obtain the appropriate employment and
financial information as well as any other required loan information. The Bank
then obtains reports with respect to the borrower's credit record, and orders
and reviews an appraisal of any collateral for the loan (prepared for the Bank
through an independent appraiser). The loan information supplied by the
borrower is independently verified.
Loan applicants are notified promptly of the decision of the Bank by
telephone and a letter. If the loan is approved, the commitment letter
specifies the terms and conditions of the proposed loan including the amount
of the loan, interest rate, amortization term, a brief description of the
required collateral, and required insurance coverage. Prior to closing any
long-term loan, the borrower must provide proof of fire and casualty insurance
on the property serving as collateral, and such insurance must be maintained
during the full term of the loan. Title insurance is required on loans
collateralized by real property. Interest rates on committed loans are
normally locked in at the time of application for a 30 to 45-day period.
MORTGAGE BANKING DIVISION OPERATIONS
The mortgage banking division of Provident Bank is engaged in the business
of originating and selling principally first-lien mortgages secured by single
family residences. Loans originated through Provident Bank's mortgage banking
division were $83.3 million and $12.1 million in 1995 and 1994, respectively.
The mortgage banking division's principal sources of revenue consist of loan
origination fees and gain (loss) on the sale of mortgage loans. Mortgage loans
are originated primarily in St. Joseph, Missouri, Johnson County, Kansas and
throughout the metropolitan Kansas City area. Loans usually are purchased by
Provident Bank for investment pending resale into the secondary market. Loans
usually are sold to investment banking firms and other investors as whole
loans.
40
<PAGE>
Mortgage loans are originated primarily through loan originators and from
referrals from real estate brokers, builders, developers and prior customers.
The origination of a loan from the date of initial application to a loan
closing normally takes three to eight weeks. It involves processing the
borrower's loan application, evaluating the borrower's credit and other
qualifications consistent with underwriting criteria established by private
institutional investors and insuring or guaranteeing agencies, obtaining
investor approvals, property appraisals, and title insurance, arranging for
hazard insurance and handling various other matters customarily associated
with the closing of a residential loan. For this service, the division
typically collects an origination fee of one percent of the principal amount
of the loan. Costs that are incurred in originating mortgage loans include:
overhead, origination commissions paid to the originators, certain out-of-
pocket costs and in some cases commitment fees where the loans are made
subject to a purchase commitment from wholesale lenders, private investors or
other intermediaries. In the third quarter of 1996, Provident Bank
substantially altered the resources committed to its mortgage banking
operations. See "--Operating Strategy."
INVESTMENT PORTFOLIO
The Banks' investment portfolio is used to meet the Banks' liquidity needs
while endeavoring to maximize investment income. Additionally, management
augments the quality of the loan portfolio by maintaining a high quality
investment portfolio oriented toward U.S. government and U.S. government
agency securities. The portfolio is comprised of U.S. Treasury securities,
U.S. government agency instruments and a modest amount of investment grade
obligations of state and political subdivisions. In managing its interest rate
exposure, the Company also invests in mortgage-backed securities and
collateralized mortgage obligations. Federal funds sold and certificates of
deposit are additional investments that are not classified as investment
securities. Investment securities were $68.0 million, or 23.79% of total
assets, at September 30, 1996.
DEPOSITS AND BORROWINGS
Deposits are the major source of the Banks' funds for lending and other
investment purposes. In addition to deposits, including local public fund
deposits and demand deposits of commercial customers, the Banks derive funds
from loan principal repayments, maturing investments, Federal Funds borrowings
from commercial banks, borrowings from the Federal Reserve Bank of Kansas City
and the FHLB and from repurchase agreements. Loan repayments and maturing
investments are a relatively stable source of funds, while deposit inflows are
significantly influenced by general interest rates and money market
conditions. Borrowings may be used on a short-term basis to compensate for
reductions in the availability of funds from other sources. They also may be
used on a longer term basis for funding specific loan transactions and for
general business purposes.
The Banks offer a variety of accounts for depositors designed to attract
both short-term and long-term deposits. These accounts include certificates of
deposit savings accounts, money market accounts, checking and individual
retirement accounts. Deposit accounts generally earn interest at rates
established by management based on competitive market factors and management's
desire to increase or decrease certain types or maturities of deposits. The
Company has not sought brokered deposits and does not intend to do so in the
future.
COMPETITION
The deregulation of the banking industry, the widespread enactment of state
laws which permit multi-bank holding companies, and the availability of
nationwide interstate banking has created a highly competitive environment for
financial services providers, particularly for institutions in suburban areas,
such as Exchange Bank's Shawnee and Leawood branches. These branches compete
with other commercial banks, savings and loan associations, credit unions,
finance companies, mutual funds, insurance companies, brokerage and investment
banking companies and other financial intermediaries. Some of these
competitors have substantially greater resources and lending limits, and may
offer certain services that these branches do not currently provide. In
addition, some of the non-bank competitors are not subject to the same
extensive federal regulations that govern these branches.
The Company believes its Marysville, Kansas and Seneca, Kansas locations are
less subject to competition based on deposit and loan pricing in those markets
than is the case in larger metropolitan markets with larger competitors.
However, these locations compete with other financial institutions, including
government lending agencies, for high quality loans in their market areas.
41
<PAGE>
Management believes the Banks have generally been able to compete
successfully in their respective communities because of the Company's emphasis
on local control and the autonomy of Bank management, allowing the Banks to
meet what is perceived to be the preference of community residents and
businesses to deal with "local" banks. While management believes the Banks
will continue to compete successfully in their communities, there is no
assurance future competition will not adversely affect the Banks' earnings.
EMPLOYEES
The Company maintains a corporate staff of six persons. At September 30,
1996, the Banks had 123 full-time equivalent employees. None of the employees
of the Company or the Banks are covered by a collective bargaining agreement.
The Company and the Banks believe their employee relations are good. See
"MANAGEMENT--Employment Contracts with Officers."
PROPERTY
The Company or the Banks own each of the banking facilities described below.
The Company believes each of the facilities is in good condition, adequately
covered by insurance and sufficient to meet the needs at that location for the
foreseeable future. Each of the facilities described below has an automated
teller machine.
Exchange Bank has two banking locations in Marysville, Kansas. The property
at 823 Broadway is a one-story 8,800 square foot building with four teller
windows and was remodeled in 1995. The property at 1016 Broadway is a two-
story 4,684 square foot building built in 1985 with three teller windows and a
two-lane drive up.
Exchange Bank's banking location at 13425 Shawnee Mission Parkway, Shawnee,
Kansas, with 3,400 square feet, three teller windows and a four-lane drive up
was remodeled in 1995. Exchange Bank's Leawood branch located at 11301 Nall
Avenue opened in the third quarter of 1996 and features four teller windows, a
four-lane drive up and encompass 25,000 square feet, sixty percent of which
Exchange Bank intends to lease to third parties.
Citizens has two banking locations in Seneca, Kansas. The property at 502
Main Street is a one-story 4,840 square foot building with three teller
windows and seven offices and was remodeled in 1994. The property at Highway
36 and 6th Street is a one-story 3,388 square foot building with three teller
windows and a two-lane drive up.
Provident Bank has a banking location in a 29,500 square foot two-story
building located at 4305 Frederick Boulevard, St. Joseph, Missouri that has
four teller windows and a three-lane drive up. The building was remodeled in
1996 and the second floor is leased to third parties.
Exchange Bank has also acquired vacant property located at the intersection
of Shawnee Mission Parkway and Monticello Road in Shawnee, Kansas, upon which
it expects to build a 3,000 square foot branch location with three teller
windows and a two-lane drive up. The new Shawnee bank location is expected to
be completed in the middle of 1997.
LITIGATION
Neither the Company nor the Banks are a party to, nor is any of their
property the subject of, any material pending or threatened legal proceedings.
42
<PAGE>
MANAGEMENT
DIRECTORS AND SENIOR OFFICERS
The following table sets forth certain information with respect to the
directors and senior officers of the Company and the Banks.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Michael W. Gullion........... 42 Chairman of the Board of Directors, President
and Chief Executive Officer of the Company and
Chairman of the Board of Directors and Chief
Executive Officer of each of the Banks
Keith E. Bouchey............. 45 Director, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of
the Company
William Wallman.............. 72 Director of the Company
D. Michael Browne............ 43 Director of the Company
William F. Wright............ 54 Director of the Company
Marc J. Degenhardt........... 35 President of Exchange Bank
Richard B. Erwin............. 50 President of Citizens
John R. Wray................. 53 President of Provident Bank
John C. Waters............... 51 Executive Vice President of Exchange Bank--
Shawnee
Charles N. Van Zante......... 50 Executive Vice President of Exchange Bank--
Leawood
John R. Price................ 39 Vice President of the Company and Senior Vice
President of Exchange Bank
</TABLE>
Each of the officers of the Company and the Banks serves at the pleasure of
the board of directors of the Company or Banks, as the case may be, except
that Mr. Gullion and Mr. Bouchey have three year employment agreements with
the Company. See "MANAGEMENT--Employment Contracts with Officers." The Company
has a classified board of directors pursuant to which directors are divided
into three separate classes and elected for three-year terms. See "DESCRIPTION
OF SECURITIES--Restrictions on Change in Control."
MICHAEL W. GULLION has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since inception of the
Company. He is also Chairman of the Board of Directors and Chief Executive
Officer of each of Exchange Bank, Citizens and Provident Bank, which positions
he has held with each such Bank since October 1991, September 1985 and March
1994, respectively. His term of office as a director of the Company expires at
the annual meeting of stockholders in 1999. Mr. Gullion is the son-in-law of
Mr. Wallman.
KEITH E. BOUCHEY was elected to the Board of Directors of the Company on May
30, 1996. He has served as the Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company since joining the Company in
November 1995. Prior to joining the Company, Mr. Bouchey had been a principal
of GRA, Thompson, White & Company, P.C., a regional bank accounting and
consulting firm since August 1977, where he served on the executive committee
and as the managing director of the firm's regulatory services practice. Mr.
Bouchey is also a director, officer and significant stockholder of Holyrood
Bancshares, Inc., a closely held one-bank holding company located in Holyrood,
Kansas. His term of office as a director of the Company expires at the annual
meeting of stockholders in 1997.
WILLIAM WALLMAN was elected to the Board of Directors of the Company in
November 1989. For more than five years Mr. Wallman has been the President and
owner of Wallman Chrysler-Plymouth, Inc., a car dealership located in
Beatrice, Nebraska. His term of office as a director of the Company expires at
the annual meeting of stockholders in 1999. Mr. Wallman is the father-in-law
of Mr. Gullion.
43
<PAGE>
D. MICHAEL BROWNE has served as a director of the Company since November
1989. He has been the Chairman and Chief Executive Officer of Mike Browne
International LTD, a direct marketing advertising agency, since 1987. His term
of office as a director of the Company expires at the annual meeting of
stockholders in 1998.
WILLIAM F. WRIGHT was elected as a director of the Company on May 30, 1996.
Previously he had served as an advisor to the Board of Directors. Mr. Wright
has served as the Chairman of the Board and the Chief Executive Officer of
Amcon Corporation, a wholesale distributor of beer and wine, since 1978. His
term of office as a director of the Company expires at the annual meeting of
stockholders in 1997.
MARC J. DEGENHARDT has served as Executive Vice President of Exchange Bank
since 1991. Mr. Degenhardt was appointed President of Exchange Bank in
September 1996. He was Senior Vice President of Exchange Bank of Schmidt and
Koester immediately prior to its participation in the merger which formed
Exchange Bank in November 1991.
RICHARD B. ERWIN joined Citizens in 1982 and has served as the President of
that Bank since June 1988.
JOHN R. WRAY has served as the President and Chief Financial Officer of
Provident since April 1996. He served as Vice Chairman of Provident from
October 1995 to March 1996. Prior to his affiliation with the Company, Mr.
Wray was the President of St. Joseph Banking Center, First Bank of Missouri
where he had served since December 1993 and the President and Chief Executive
Officer of Bank of St. Joseph from October 1987 through December 1993.
JOHN C. WATERS has served as the Executive Vice President of Exchange Bank--
Shawnee, since February 1995. Prior to that time he was Vice Chairman of the
Board of Mark Twain Banks of Kansas from 1993 through February 1995. Mr.
Waters was the President of First National Bank, Shawnee, Kansas from 1986
through 1993.
CHARLES N. VAN ZANTE has served as the Executive Vice President of Exchange
Bank--Leawood since June 1996. Prior to that time, Mr. Van Zante was involved
in the commercial lending and administrative activities at the $1.4 billion
Mercantile Bank organization in Kansas, and at the $600 million Mid-American
Bank from 1989 until its acquisition by Mercantile Bank. Earlier, he served as
President and Chief Executive Officer of the $115 million United Missouri Bank
South for seven years.
JOHN R. PRICE has served as a Vice President of the Company and Senior Vice
President of Exchange Bank since November 1992. Prior to joining the Company,
Mr. Price was employed by the Farmers Home Administration division of the
United States Department of Agriculture where he served as the Kansas State
Director since November 1989.
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal year ended December 31, 1995
the cash compensation paid or accrued by the Company and the Banks, as well as
other compensation paid or accrued for that year, for services in all
capacities to Michael W. Gullion, the Chairman, President and Chief Executive
Officer of the Company. No executive officer of the Company other than Mr.
Gullion earned salary and bonus in excess of $100,000 for the year ended
December 31, 1995.
<TABLE>
<CAPTION>
ALL OTHER
SALARY BONUS COMPENSATION (1)
-------- -------- ---------------
<S> <C> <C> <C>
Michael W. Gullion, Chairman $156,000 $165,000 $9,587
President and Chief Executive
Officer
</TABLE>
- --------
(1) Includes contributions to the Company's Employee Stock Ownership Plan--
$4,687; personal use of Company-owned automobile--$1,374; and country club
membership dues--$3,526.
44
<PAGE>
For the fiscal year ending December 31, 1996, the Company expects that Mr.
Gullion will receive a salary of $186,000 and that Mr. Bouchey, the Chief
Financial Officer, Secretary and Treasurer of the Company, will receive a
salary of $156,000. As reported in the table above, Mr. Gullion received in
1996 a bonus of $165,000 for his services to the Company in 1995. No
determination has been made as to the extent or timing of any bonus
compensation for services rendered to the Company by Mr. Gullion or Mr.
Bouchey in 1996.
EMPLOYMENT CONTRACTS WITH OFFICERS
Mr. Gullion and Mr. Bouchey (the "Executives") have entered into employment
agreements with the Company that will take effect upon the completion of the
Offering (each an "Agreement"). The terms of the Agreements are three years
(automatically renewed on the anniversary date of the Agreements unless either
party gives notice of its intention not to renew) and provide that Mr. Gullion
will be the Chairman, Chief Executive Officer and President and Mr. Bouchey
will be the Chief Financial Officer, Secretary, Treasurer, and Executive Vice
President of the Company. Throughout the employment period, each of the
Executives will be nominated by the Board of Directors for directorships and
the base compensation of the Executives and their opportunity to earn
incentive compensation will be at least as great as in existence prior to the
effectiveness of the Agreements. An Executive may be terminated for "cause"
only (as defined in the Agreement). An Executive may terminate the Agreement
for "good reason" which is defined as a material breach of the Agreement by
the Company. The death or disability of an Executive automatically terminates
the Agreement.
If the Company terminates the Agreement for cause or the Executive
terminates without good reason, neither the Company nor the Executive has any
further obligations to the other. If the Company terminates an Executive
without cause (as defined in the Agreement), an Executive terminates for good
reason (as defined in the Agreement), or a Change in Control (as defined
below) of the Company occurs, the Company is obligated to pay the Executive
three times the present value of the Executive's long and short-term
compensation in place immediately prior to the termination or Change in
Control, provided that such benefits cannot exceed an amount that would be
subject to federal excise taxes.
A Change in Control of the Company will be deemed to occur upon (i) the
hostile replacement of at least the majority of the Board of Directors, (ii) a
person acquiring 25% or more of the shares or voting power of the stock of the
Company, provided such person is not an existing director or Executive or
relative of such a person or does not acquire such shares or voting rights
pursuant to an agreement to which the Executive is a party, or as a result of
the acquisition does not become the largest stockholder of the Company, (iii)
a merger or sale of substantially all of the assets of the Company or (iv) the
occurrence of any other event the Board of Directors determines to be a Change
in Control.
EQUITY COMPENSATION PLAN
The Company has adopted the Gold Banc Corporation, Inc. 1996 Equity
Compensation Plan (the "Plan"). The Plan provides for the grant of stock
options, stock appreciation rights, restricted stock awards, performance units
and performance share awards. The Plan will be administered by a committee
composed of two outside directors. The type, amount, terms or persons who are
to be granted awards will be within the sole discretion of the Committee.
There are 250,000 shares of Common Stock reserved for issuance under the Plan.
The purpose of the Plan is to retain, motivate and attract employees,
directors and consultants of the Company who provide significant services to
the Company and the Banks, and to align the interests of the participants of
the Plan with the interests of the Company's stockholders.
DIRECTOR COMPENSATION
Non-employee and advisory directors of the Company receive $3,000 per year
for serving on the Board of Directors, plus reimbursement for reasonable
expenses.
45
<PAGE>
INDEMNIFICATION AND LIMITATION OF LIABILITY
The Amended and Restated Articles of Incorporation of the Company require it
to indemnify its directors and officers against liabilities, fines, penalties,
settlements, claims and reasonable expenses incurred by them in connection
with any proceeding to which they may be made a party by reason of their
service in those capacities to the fullest extent permitted by the Kansas
General Corporation Code (the "KGCC"). The KGCC permits a corporation to
indemnify its present and former directors and officers if ordered to do so by
a court or after a determination by its independent counsel, stockholders or a
majority of its disinterested directors that the person to be indemnified
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
CERTAIN TRANSACTIONS
Certain of the officers, directors and principal stockholders of the Company
and the Banks, and members of their immediate families and businesses in which
these individuals hold controlling interests, are customers of the Banks and
it is anticipated such parties will continue to be customers of the Banks in
the future. Credit transactions with these parties are subject to review by
each Bank's Board of Directors. All outstanding loans and extensions of credit
by the Banks to these parties were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and, in the opinion of management, did not and do not involve more than the
normal risk of collectibility or present other features unfavorable to the
Banks. At December 31, 1995 and December 31, 1994, the aggregate balance of
the Banks' loans and advances under existing lines of credit to these parties
was approximately $4.0 million, or 2.41% and $4.4 million or 3.15% of the
Banks' total loans, respectively.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock as of November 1, 1996, by each director, the named executive
officers, by directors and executive officers as a group, and by each person
known to the Company to own beneficially more than 5% of such Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
------------------------
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES PRIOR TO AFTER THE
OWNER BENEFICIALLY OWNED(1) THE OFFERING OFFERING(2)
------------------------------ --------------------- ------------ -----------
<S> <C> <C> <C>
Michael W. Gullion(3).......... 1,028,475 51.42% 22.29%
11301 Nall Avenue, Box 7368
Leawood, Kansas 66211
Keith E. Bouchey(4)............ 23,338 1.17% 0.58%
11301 Nall Avenue
Leawood, Kansas 66211
William Wallman(5)............. 214,901 10.75% 5.37%
538 W. Mary
Beatrice, Nebraska 68310
Allen D. Petersen(5)........... 171,828 8.59% 4.30%
1220 W. County Line Road
Barrington Hills, Illinois
60010
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
BENEFICIALLY OWNED
------------------------
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES PRIOR TO AFTER THE
OWNER BENEFICIALLY OWNED(1) THE OFFERING OFFERING(2)
------------------------------ --------------------- ------------ -----------
<S> <C> <C> <C>
Betty J. Dam(6)................. 262,974 13.15% 6.57%
1506 Calhoun
Marysville, Kansas 66508
D. Michael Browne............... 27,753 1.39% 0.69%
6450 Campbell Drive
Lincoln, Nebraska 68510
B. J. Dam Investment Company.... 179,516 8.98% 4.49%
1506 Calhoun
Marysville, Kansas 66508
Mercantile Bank, Trustee of the
Gold Banc Corporation, Inc.
Employee Stock Ownership Plan
and Trust(5).................... 137,024 6.85% 3.43%
800 Jackson
P.O. Box 192
Topeka, Kansas 66601-0192
William F. Wright(5)............ 171,826 8.59% 4.30%
1431 Stratford Court
Del Mar, California 92014
Directors and executive officers
as a group (11 persons)........ 1,305,837 65.23% 31.85%
</TABLE>
- --------
(1) Unless otherwise specified, each person has sole voting and investment
power with respect to the shares indicated.
(2) Assumes the Underwriters' over-allotment option is not exercised.
(3) Includes: 558,555 shares for which Mr. Wallman, Mr. Petersen or Mr. Wright
are the record owners and which are subject to the terms of an agreement
granting Mr. Gullion voting control over such shares and 137,024 shares
owned by the Gold Banc Corporation, Inc. Employee Stock Ownership Plan and
Trust (the "Plan"), the voting of which Mr. Gullion controls. Following
completion of the Offering, participants in the Plan will have pass
through voting rights with respect to shares of Common Stock allocated to
their individual accounts. The beneficial ownership information for Mr.
Gullion set forth in the "After the Offering" column in the table above
excludes the shares owned by the Plan.
(4) Held in the name of Holyrood Bancshares, Inc. Mr. Bouchey is a director,
officer and stockholder of Holyrood Bancshares, Inc.
(5) Subject to the terms of an agreement granting Mr. Gullion voting control
over such shares.
(6) Includes the 179,516 shares owned by B.J. Dam Investment Company over
which Ms. Dam claims beneficial ownership and 38,350 shares held in the
Betty J. Dam Trust #1.
Mr. Gullion has entered into an agreement with Mr. Wallman pursuant to which
Mr. Wallman has granted to Mr. Gullion an irrevocable proxy to vote all shares
of Common Stock (other than any director qualifying shares) owned or
subsequently acquired by Mr. Wallman. The agreement also grants to Mr.
Gullion: (i) a 180-day first right of refusal in the event Mr. Wallman
receives a bona fide offer from a third party to purchase some or all of the
shares of Common Stock held by Mr. Wallman or certain permitted transferees to
whom Mr. Wallman may transfer shares; and (ii) in the event Mr. Wallman dies,
a 180-day option to purchase some or all of the shares of Common Stock held by
Mr. Wallman or certain permitted transferees to whom Mr. Wallman may transfer
shares. This agreement terminates on the earlier to occur of: (i) the date Mr.
Gullion ceases to be President, Chairman and/or Chief Executive Officer of the
Company; or (ii) six months after Mr. Wallman's death.
47
<PAGE>
Mr. Gullion has also entered into an agreement with Mr. Wright and Mr.
Petersen pursuant to which Mr. Wright and Mr. Petersen have granted to Mr.
Gullion an irrevocable proxy to vote all shares of Common Stock owned or
subsequently acquired by Mr. Wright or Mr. Petersen. Such proxy continues
until the earlier of: (i) the death of Mr. Gullion; (ii) the date Mr. Gullion
ceases to be President, Chairman and/or Chief Executive Officer of the
Company; or (iii) termination of the agreement as described below. The
agreement also grants to Mr. Gullion a 90 day first right of refusal in the
event either Mr. Wright or Mr. Petersen receives a bona fide offer from a
third party to purchase, or proposes to sell on the public market, some or all
of the shares of Common Stock held by such individual or by certain permitted
transferees to whom such individual may transfer shares. The agreement also
grants to Mr. Wright and Mr. Petersen a 90 day first right of refusal in the
event Mr. Gullion receives a bona fide offer from a third party to purchase,
or proposes to sell on the public market, some or all of the shares of Common
Stock held by Mr. Gullion or certain permitted transferees to whom Mr. Gullion
may transfer shares. This agreement terminates in 2006.
Each employee of the Company or the Banks who is over 21 years of age and
who performs at least 1,000 hours of service annually is eligible to
participate in the Gold Banc Corporation, Inc. Employee Stock Ownership Plan
and Trust (the "Plan"). The Plan is qualified under Internal Revenue Code
Section 401(a) and is designed to invest primarily in Company securities in a
manner consistent with the employee stock ownership plan requirements of
Internal Revenue Code Section 4975(e)(7). The Company may make voluntary
contributions under the Plan in cash or Common Stock. Contributions are
allocated among Plan participants pro rata based on their compensation
compared to that of the participants in the Plan as a whole, subject to
certain limitations on allocations to highly compensated employees.
Participants are fully vested in their accounts after six years of service.
Under the Plan, investment decisions are made by the Trustee, Mercantile Bank
of Topeka, and will continue to be made by the Trustee following the Offering.
Shares of Common Stock held by the Plan generally have been voted in
accordance with the instructions of the Plan Administrator, Michael W.
Gullion. Following completion of the Offering, each Plan participant will have
voting control with respect to the shares of Common Stock held by the Plan for
his or her account. The Plan recently acquired 31,888 shares of Common Stock
from another stockholder of the Company, at a price of $8.65 per share. The
Plan borrowed funds to complete this purchase.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company has authorized 7,500,000 shares of Common Stock, $1.00 par
value. The holders of Common Stock are entitled to receive dividends when and
as declared by the Board of Directors out of funds legally available therefor.
Upon dissolution of the Company, the holders of Common Stock are entitled to
share pro rata in the Company's net assets after payment or provision for
payment of all debts and liabilities of the Company, and after provisions for
any class of preferred stock or other senior security which may be issued by
the Company.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders and may not cumulate their
votes for the election of directors. Thus, the holders of a majority of the
shares of Common Stock have the power to elect all the directors. Subject to
the voting rights of the holders of preferred stock, if any, the exclusive
voting power for all purposes is vested in the holders of the Common Stock.
Each share of Common Stock is entitled to participate on a pro rata basis in
dividends and other distribution to holders of Common Stock. There are no
redemption, sinking fund, conversion or preemptive rights with respect to
shares of Common Stock. The transfer agent and the registrar for the Common
Stock is American Stock Transfer & Trust Company. As of October 28, 1996,
there were 2,000,000 shares of Common Stock issued and outstanding held by 64
stockholders of record. All shares of Common Stock currently outstanding are,
and the shares offered hereby, when issued, will be, fully paid and
nonassessable.
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PREFERRED STOCK
The Company has authorized 7,500,000 shares of preferred stock. There are no
shares of preferred stock currently outstanding. The Company has the
authority, exercisable by its Board of Directors and without stockholder
approval, to issue, in one or more series, shares of preferred stock from time
to time and in such series and with such preferences, limitations and relative
rights as may be determined by the Board of Directors for such purposes and
for such consideration as it may deem advisable. Accordingly, the Board of
Directors, without stockholder approval, may authorize the issuance of one or
more series of preferred stock with terms (including terms with respect to
redemption, sinking fund, dividend, liquidation, preemptive, conversion and
voting rights and preferences) that could adversely affect the voting power
and other rights of holders of the Common Stock.
The creation and issuance of any series of preferred stock and the relative
rights, designations and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the Company,
then existing market conditions and other factors that, in the judgment of the
Board of Directors might warrant the issuance of preferred stock. Preferred
stock may have the effect of discouraging an attempt, through acquisition of a
substantial number of shares of Common Stock, to acquire control of the
Company with a view to effecting a merger, sale or exchange of assets or a
similar transaction. The anti-takeover effects of the preferred stock may deny
stockholders the receipt of a premium on their Common Stock and may also
depress the market price of the Common Stock. As of the date of this
Prospectus, the Company has no arrangements, undertakings or plans with
respect to the issuance of preferred stock.
RESTRICTIONS ON CHANGES IN CONTROL
Certain provisions of the KGCC, the Amended and Restated Articles of
Incorporation and the Restated Bylaws of the Company could make more difficult
the acquisition of the Company by means of a tender offer, a proxy contest or
otherwise or the removal of incumbent officers and directors. These provisions
are expected to discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control
of the Company to first negotiate with the Company. The Company believes that
the benefits of increased protection of the Company's potential ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to
acquire or restructure the Company outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposals
could result in an improvement of their terms.
The Company will be subject to the provisions of Section 17-12,100 et. seq.
of the KGCC (the "Business Combination Statute"). In general, the Business
Combination Statute prohibits a publicly held Kansas corporation from engaging
in a "business combination" with an "interested stockholder" for a period of
three years after the date that the person became an interested stockholder
unless (with certain exceptions) the business combination or the transaction
in which the person became an interested stockholder is approved in a
prescribed manner. Generally, a "business combination" includes a merger,
asset sale, stock sale, or other transaction resulting in a financial benefit
to the stockholder. Generally, an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years prior,
did own) 15% or more of the corporation's outstanding voting stock. This
provision may have the effect of delaying, deferring or preventing a change in
control of the Company without further action by the interested stockholder.
The Company will also be subject to the provisions of Section 17-1286 et.
seq. of the KGCC (the "Control Share Statute"). In general, the Control Share
Statute provides that shares of a Kansas corporation acquired in a "control
share acquisition" have no voting rights except to the extent approved by a
vote of a majority of the votes entitled to be cast on the matter, excluding
shares of stock owned by the acquirer or by officers or directors who are
employees of the corporation. A control share acquisition means, subject to
certain exceptions, the acquisition of beneficial ownership of voting shares
of stock which, if aggregated with all other shares of stock which then have
voting rights and are beneficially owned by such a person, would entitle the
acquirer to exercise voting power in electing directors within one of the
following ranges of voting power: (a) 20% or more but less
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than 33 1/3%; (b) 33 1/3% or more but less than a majority; or (c) a majority
of all voting power. The acquisition of shares of stock in addition to shares
an acquiring person is entitled to vote as a result of having previously
obtained stockholder approval does not constitute a control share acquisition
unless, as a result of such acquisition, the voting power of the shares
beneficially owned by the acquirer would exceed the range in respect of which
voting rights had previously been granted. A number of other acquisitions of
shares are not deemed to constitute control share acquisitions, including good
faith gifts, transfers pursuant to wills, purchases pursuant to an issuance by
the corporation and certain mergers involving the corporation.
If voting rights are not approved at a meeting of stockholders or if the
acquiring person does not deliver an acquiring person statement as permitted
by statute, then, subject to certain conditions and limitations, the
corporation may redeem at market value any and all of the shares acquired in
the control share acquisition. If voting rights for such shares are restored
at a stockholders' meeting and the acquirer becomes entitled to vote a
majority of the shares entitled to vote, stockholders who properly objected to
the control share acquisition may exercise appraisal rights and receive, in
exchange for their stock, the fair value of such stock. The fair value of the
stock as determined for purposes of such appraisal rights may not be less than
the highest price per share paid in the control share acquisition.
The Company's Amended and Restated Articles of Incorporation require that
the Board of Directors consist of three classes with staggered three-year
terms. The number of directors in each class must be as nearly equal as
possible. Thus, only one class of directors will be elected at each annual
meeting of stockholders of the Company, with the other classes continuing for
the remainder of their respective three-year terms. The classification of the
Board of Directors makes it more difficult for the Company's existing
stockholders to replace quickly the majority of the Board of Directors as well
as for another party to obtain control of the Company by replacing the
majority of the Board of Directors. Since the Board of Directors has the power
to retain and discharge officers of the Company, these provisions also make it
more difficult for existing stockholders or another party to effect quickly a
change in management.
The Company's Amended and Restated Articles of Incorporation provide
stockholder action can be taken only at an annual or a special meeting of
stockholders and cannot be taken by written consent. The Company's Restated
Bylaws provide special meetings of stockholders can be called only by a
majority of the Board of Directors, the Chief Executive Officer, or 55% or
more of the stockholders. Moreover, the business permitted to be conducted at
any special meeting of stockholders will be limited to the business for which
the meeting was called. The Restated Bylaws set forth an advance notice
procedure with regard to the nomination, other than by or at the direction of
the Board of Directors, of candidates for election as directors and with
regard to business to be brought before an annual meeting of stockholders of
the Company. Stockholders will not be permitted to fill vacancies on the Board
of Directors caused by resignation or newly created directorships.
The Company's Amended and Restated Articles of Incorporation and Restated
Bylaws contain provisions requiring the affirmative vote of the holders of at
least two-thirds of the voting stock of the Company to amend many of the
foregoing provisions.
SUPERVISION AND REGULATION
GENERAL
The Company and the Banks are subject to state and federal banking laws and
regulations that impose specific requirements or restrictions on and provide
for general regulatory oversight of virtually all aspects of operations. These
laws and regulations are generally intended for the protection of depositors,
not stockholders. The following is a brief summary of certain statutes, rules
and regulations affecting the Company and the Banks. To the extent the
following summary describes statutory or regulatory provisions, it is
qualified in its entirety by reference to the particular statutory and
regulatory provisions.
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THE COMPANY
The Company is a bank holding company within the meaning of the BHCA and the
Savings & Loan Holding Company Act, as amended (the "SLHCA").
The BHCA. Under the BHCA, the Company is subject to periodic examination by
the Board of Governors of the Federal Reserve and is required to file periodic
reports of its operations and such additional information as the Federal
Reserve may require. The Company's and the Banks' activities are limited to
banking, managing or controlling banks, furnishing services to or performing
services for its subsidiaries, or engaging in any other activity the Federal
Reserve determines to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. Some of the activities
the Federal Reserve has determined by regulation to be proper incidents to the
business of banking include making or servicing loans and certain types of
leases, engaging in certain insurance and discount brokerage activities,
performing certain data processing services, acting in certain circumstances
as a fiduciary or investment or financial advisor, owning savings
associations, and making investments in certain corporations or projects
designed primarily to promote community welfare.
With certain limited exceptions, the BHCA requires every bank holding
company to obtain the prior approval of the Federal Reserve before (i)
acquiring substantially all of the assets of any bank, (ii) acquiring direct
or indirect ownership or control of any voting shares of any bank if after
such acquisition it would own or control more than 5% of the voting shares of
such bank (unless it already owns or controls the majority of such shares), or
(iii) merging or consolidating with another bank holding company.
In addition, and subject to certain exceptions, the BHCA and the federal
Change in Bank Control Act, together with regulations thereunder, require
Federal Reserve approval (or, depending on the circumstances, no notice of
disapproval) prior to any person or company acquiring "control" of a bank
holding company, such as the Company. Control is conclusively presumed to
exist if any individual or company acquires 25% or more of any class of voting
securities of the bank holding company. With respect to corporations with
securities registered under the Exchange Act, control will be rebuttably
presumed to exist if a person acquires at least 10% of any class of voting
securities of the corporation. Following completion of the Offering, the
Company's Common Stock will be registered under the Exchange Act.
In accordance with Federal Reserve policy, the Company is expected to act as
a source of financial strength for and commit resources to support the Banks.
Under the BHCA, the Federal Reserve may require a bank holding company to
terminate any activity or relinquish control of a non-bank subsidiary (other
than a non-bank subsidiary of a bank) upon the Federal Reserve Board's
determination that such activity or control constitutes a serious risk to the
financial soundness or stability of any subsidiary depository institution of
the bank holding company. Further, federal bank regulatory authorities have
additional discretion to require a bank holding company to divest itself of
any bank or non-bank subsidiary if the agency determines that divestiture may
aid the depository institution's financial condition. The Company currently
does not have any subsidiaries other than the Banks.
The SLHCA. Under the SLHCA, the Company is regulated by the OTS. Generally,
there are no limitations on activities of a savings and loan holding company
provided the Company holds only one savings association which is a Qualified
Thrift Lender ("QTL"), as is the case with the Company. As a unitary savings
and loan holding company, the Company is registered and files reports with the
OTS and is subject to regulation and examination by the OTS. In addition, the
OTS has enforcement authority over the Company and its non-savings association
subsidiaries, which also permits the OTS to restrict or prohibit activities
that are determined to be a serious risk to the subsidiary savings
association. The OTS has broad investigative powers to determine whether
provisions under the SLHCA are complied with by the Company. If the OTS
discovers violations, it may seek an injunction to enjoin the acts which
violate the laws or regulations or may order the Company or its subsidiaries
to terminate activities or terminate control or ownership of a subsidiary if
the OTS reasonably believes
continuation of such activity, ownership or control by the savings and loan
holding company poses a serious risk to financial safety, soundness or
stability of the savings association held by the Company.
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Generally, a savings and loan holding company must get prior written
approval from the director of the OTS to acquire control of a savings
association, to acquire another savings association or savings and loan
holding company by merger, consolidation or purchase of assets, or to acquire
or retain more than 5% of the voting shares of a savings association or a
savings and loan holding company which is not a subsidiary. The savings and
loan holding company may not acquire control of an uninsured institution or
retain control for more than one year from the date control was acquired,
unless extended by the director of the OTS for a period not to exceed three
years.
If the Company were to acquire control of another savings association as a
separate subsidiary, it would become a multiple savings and loan holding
company, and the activities of the Company and any of its subsidiaries would
become subject to such restrictions unless such other association qualified as
a QTL and was acquired in a supervisory acquisition.
If Provident Bank fails the QTL test, the Company must obtain the approval
of the OTS prior to continuing after such failure, directly or through its
other subsidiaries, any business activity other than those approved for
multiple savings and loan holding companies or their subsidiaries.
THE BANKS
Exchange Bank. Exchange Bank operates as a national banking association
incorporated under the laws of the United States and is subject to examination
by the Office of the Comptroller of the Currency (the "OCC"). Deposits in
Exchange Bank are insured by the FDIC up to a maximum amount (generally
$100,000 per depositor, subject to aggregation rules). The OCC and the FDIC
regulate or monitor all areas of Exchange Bank's operations, including
security devices and procedures, adequacy of capitalization and loss reserves,
loans, investments, borrowings, deposits, mergers, issuances of securities,
payment of dividends, interest rate risk management, establishment of
branches, corporate reorganizations, maintenance of books and records, and
adequacy of staff training to carry on safe lending and deposit gathering
practices. The OCC requires Exchange Bank to maintain certain capital ratios
and imposes limitations on its aggregate investment in real estate, bank
premises, and furniture and fixtures. Exchange Bank is currently required by
the OCC to prepare quarterly reports on its financial condition and to conduct
an annual audit of its financial affairs in compliance with minimum standards
and procedures prescribed by the OCC.
Citizens. Citizens operates under a Kansas state bank charter and is subject
to regulation by the Kansas Banking Department and the FDIC. The Kansas
Banking Department and FDIC regulate or monitor all areas of Citizen's
operations, including capital requirements, issuance of stock, declaration of
dividends, interest rates, deposits, record keeping, establishment of
branches, acquisitions, mergers, loans, investments, borrowing, security
devices and procedures and employee responsibility and conduct. The Kansas
Banking Department places limitations on activities of Citizens including the
issuing of capital notes or debentures and the holding of real estate and
personal property and requires Citizens to maintain a certain ratio of
reserves against deposits. The Kansas Banking Department requires Citizens to
file a report annually showing receipts and disbursements of the bank, in
addition to any periodic report requested. Citizens is examined by the Kansas
Banking Department at least once every 18 months and at any other time deemed
necessary. The FDIC insures deposits held in Citizens up to a maximum amount,
which is generally $100,000 per depositor.
Provident. Provident is a savings and loan holding company within the
meaning of the SLHCA and is subject to the same regulation under the SLHCA as
is the Company.
Provident Bank. Provident Bank operates as a federal savings bank and
provides full savings bank services. As a savings institution, Provident Bank
is subject to regulation by the OTS. The OTS regulates or monitors all areas
of Provident Bank's operations, including capital requirements, loans,
investments, establishment of branch offices, mergers, conversions,
dissolutions, acquisitions, borrowing, management, record keeping, security
devices and procedures and offerings of securities. The OTS requires Provident
Bank to file annual current reports in compliance with OTS procedures, as well
as periodic reports upon the request of the director of OTS.
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Provident Bank must also prepare a statement of condition report showing the
savings association's assets, liabilities and capital at the end of each
fiscal year. The OTS may require an independent audit of financial statements
by a qualified independent public accountant when needed for safety and
soundness purposes. With some exceptions, an appraisal by a state certified or
licensed appraiser is required for all real estate related financial
transactions.
All savings associations, including Provident Bank, are required to meet the
QTL test to avoid certain restrictions on their operations. This test requires
a savings association to have at least 65% of its portfolio assets (as defined
by regulation) in qualified thrift investments on a monthly average for nine
out of every 12 months on a rolling basis. Such assets primarily consist of
residential housing related loans and investments.
Any savings association that fails to meet the QTL test must convert to a
national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. If an association does not requalify and converts to a national bank
charter, it must remain SAIF-insured until the FDIC permits it to transfer to
the BIF. If such an association has not yet requalified or converted to a
national bank, its new investments and activities are limited to those
permissible for both a savings association and a national bank, and it is
limited to national bank branching rights in its home state. In addition, the
association is immediately ineligible to receive any new FHLB borrowings and
is subject to national bank limits for payment of dividends. If such
association has not requalified or converted to a national bank within three
years after the failure, it must divest of all investments and cease all
activities not permissible for a national bank. In addition, it must repay
promptly any outstanding FHLB borrowings, which may result in repayment
penalties. If any association that fails the QTL test is controlled by a
holding company, then within one year after the failure, the holding company
must register as a bank holding company and become subject to all restrictions
on bank holding companies. See "The Company--BHCA."
Provident Bank is a member of the SAIF, which is administered by the FDIC.
As insurer, the FDIC imposes deposit insurance premiums and is authorized to
conduct examinations of and to require reporting by FDIC-insured institutions.
It also may prohibit any FDIC-insured institution from engaging in any
activity the FDIC determines by regulation or order to pose a serious risk to
the FDIC. The FDIC also has the authority to initiate enforcement actions
against savings associations, after giving the OTS an opportunity to take such
action, and may terminate the deposit insurance if it determines that the
institution has engaged in unsafe or unsound practices, or is in an unsafe or
unsound condition.
PAYMENT OF DIVIDENDS
Exchange Bank is subject to the dividend restrictions set forth by the OCC.
Under such restrictions, Exchange Bank may not, without prior approval of the
OCC, declare dividends in excess of the sum of the current year's earnings (as
defined) plus the retained earnings (as defined) from the prior two years.
Provident Bank, as a Tier 1 savings institution, is limited in its payment of
dividends during a calendar year to the higher of 100% of the current year
earnings during the calendar year plus the amount that would reduce by one-
half its surplus capital ratio at the beginning of the calendar year, or 75%
of its current earnings over the most recent four-quarter period. Provident
Bank is required to obtain OTS approval for dividends exceeding the preceding
amount. There are no specific regulatory restrictions on the ability of
Citizens to pay dividends. In addition, under the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), a FDIC-insured depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or in the event it is undercapitalized.
If, in the opinion of the applicable federal bank regulatory authority, a
depository institution or holding company is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the financial condition
of the depository institution or holding company, could include the payment of
dividends), such authority may require, after notice and hearing (except in
the case of an emergency proceeding where there is no notice or hearing), that
such institution or holding company cease and desist from such practice. The
federal banking agencies have indicated that paying dividends that deplete a
depository institution's or holding company's capital base to an inadequate
level would be such an unsafe and unsound banking practice. Moreover,
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the Federal Reserve and the FDIC have issued policy statements providing that
bank holding companies and insured depository institutions generally should
only pay dividends out of current operating earnings.
TRANSACTIONS WITH AFFILIATES AND INSIDERS
The Banks are subject to Section 23A of the Federal Reserve Act, which
places limits on the amount of loans or extensions of credit to, or
investments in, or certain other transactions with, affiliates, including the
Company. In addition, limits are placed on the amount of advances to third
parties collateralized by the securities or obligations of affiliates. Most of
these loans and certain other transactions must be secured in prescribed
amounts. The Banks are also subject to Section 23B of the Federal Reserve Act,
which, among other things, prohibits an institution from engaging in
transactions with certain affiliates unless the transactions are on terms
substantially the same, or at least as favorable to such institution or its
subsidiaries, as those prevailing at the time for comparable transactions with
non-affiliated companies. The Banks are subject to restrictions on extensions
of credit to executive officers, directors, certain principal stockholders,
and their related interests. Such extensions of credit (i) must be made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with third parties
and (ii) must not involve more than the normal risk of repayment or present
other unfavorable features.
BRANCHING
National bank branches are required by the National Bank Act to adhere to
branch banking laws applicable to state banks in the states in which they are
located. Under federal legislation, effective June 1, 1997, a bank may merge
or consolidate across state lines, unless, prior to May 31, 1997, either of
the states involved elects to prohibit such mergers or consolidations. Prior
to the effective date of this legislation, a bank may merge or consolidate
across state lines only if both of the states involved elect to "opt-in" early
to the provisions of the legislation. States may also authorize banks from
other states to engage in branching across state lines de novo and by
acquisition of branches without acquiring a whole banking institution.
Missouri has enacted legislation authorizing interstate branching within
thirty miles of its state borders and placing a minimum age requirement of
five years on acquired institutions. Missouri has not chosen to opt-in early
to the provisions of the new federal law. The Kansas legislature recently
failed to take action with regard to the above-referenced federal legislation.
State law in Missouri permits branching anywhere in the state. Statewide
branching is also allowed in Kansas.
COMMUNITY REINVESTMENT ACT
The Community Reinvestment Act requires that, in connection with
examinations of financial institutions within their jurisdiction, the Federal
Reserve, the FDIC, the OCC and the OTS evaluate the record of such financial
institutions in meeting the credit needs of their local communities, including
low and moderate income neighborhoods, consistent with the safe and sound
operation of those institutions. These factors are also considered in
evaluating mergers, acquisitions and applications to open a branch or
facility.
OTHER REGULATIONS
Interest and certain other charges collected or contracted for by the Banks
are subject to state usury laws and certain federal laws concerning interest
rates. The Banks' loan operations are also subject to certain federal laws
applicable to credit transactions, such as the federal Truth-In-Lending Act
governing disclosures of credit terms to consumer borrowers, the Home Mortgage
Disclosure Act of 1975 requiring financial institutions to provide information
to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting
discrimination on the basis of race, creed or other prohibited factors in
extending credit, the Fair Credit Reporting Act of 1978 governing the use and
provision of information to credit reporting agencies, the Fair Debt
Collection Act governing the manner in which consumer debts may be collected
by collection agencies, and the rules and regulations of the various federal
agencies charged with the responsibility of implementing such federal laws.
The deposit operations of the Bank also are subject to the Right to Financial
Privacy Act,
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which imposes a duty to maintain confidentiality of consumer financial records
and prescribes procedures for complying with administrative subpoenas of
financial records, and the Electronic Funds Transfer Act and Regulation E
issued by the Federal Reserve Board to implement that act, which govern
automatic deposits to and withdrawals from deposit accounts and customers'
rights and liabilities arising from the use of automated teller machines and
other electronic banking services.
REGULATORY CAPITAL REQUIREMENTS
Federal regulations establish minimum requirements for the capital adequacy
of depository institutions. The regulators may establish higher minimum
requirements if, for example, a bank has previously received special attention
or has a high susceptibility to interest rate risk. Banks with capital ratios
below the required minimum are subject to certain administrative actions,
including prompt corrective action, the termination of deposit insurance upon
notice and hearing, or a temporary suspension of insurance without a hearing.
The federal risk-based capital guidelines for banks require a ratio of Tier
1, or core capital, to total risk-weighted assets of 4% and a ratio of total
capital to total risk-weighted assets of 8%. The leveraged capital guidelines
require that banks maintain Tier 1 capital of no less than 5% of total
adjusted assets, except in the case of certain highly rated banks for which
the minimum leverage ratio is 3% of total adjusted assets. OTS capital
regulations require savings institutions to meet three capital standards: (1)
tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio
(core capital to total adjusted assets) of at least 3% and (3) a risk-based
capital requirement equal to at least 8% of total risk-weighted assets.
Federal regulations applicable to financial institutions define five capital
levels: well capitalized, adequately capitalized, undercapitalized, severely
undercapitalized and critically undercapitalized. An institution is critically
undercapitalized if it has a tangible equity to total assets ratio that is
equal to or less than 2%. An institution is well capitalized if it has a total
risk-based capital ratio (total capital to risk-weighted assets) of 10% or
greater, has a Tier 1 risk-based capital ratio (Tier 1 capital to risk-
weighted assets) of 6% or greater, has a leveraged ratio (Tier 1 capital to
total adjusted assets) of 5% or greater, and is not subject to an order,
written agreement, capital directive, or prompt corrective action directive to
meet and maintain a specific capital level for any capital measure. Under the
regulations, each of the Banks is at least adequately capitalized at September
30, 1996.
The FDICIA requires the federal banking regulators to take "prompt
corrective action" with respect to capital-deficient institutions. In addition
to requiring the submission of a capital restoration plan, FDICIA contains
broad restrictions on certain activities of undercapitalized institutions
involving asset growth, acquisitions, branch establishment, and expansion into
new lines of business. With certain exceptions, an insured depository
institution is prohibited from making capital distributions, including
dividends, and is prohibited from paying management fees to control persons if
the institution would be undercapitalized after any such distribution or
payment.
As an institution's capital decreases, the powers of the federal regulators
become greater. A significantly undercapitalized institution is subject to
mandated capital raising activities, restrictions on interest rates paid and
transactions with affiliates, removal of management, and other restrictions.
The regulators have very limited discretion in dealing with a critically
undercapitalized institution and are virtually required to appoint a receiver
or conservator if the capital deficiency is not corrected promptly.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering, there has been no established public trading market
for the Common Stock. Future sales of substantial amounts of Common Stock in
the public market could adversely affect the prevailing market price and
impair the Company's ability to raise additional funds.
Upon completion of this Offering the Company will have outstanding 4,000,000
shares of Common Stock (assuming no exercise of the Underwriters' over-
allotment option). The shares sold in this Offering will be freely tradeable
by persons other than "affiliates" of the Company, as that term is defined in
the Securities Act. The 2,000,000 shares of Common Stock outstanding prior to
this Offering may not be sold unless they are registered
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under the Act or are sold pursuant to Rule 144 under the Act or another
exemption from registration. Certain holders of shares of Common Stock are
subject to an agreement with the Underwriters prohibiting their transfer of
Common Stock for 180 days after the date of this Prospectus, without the prior
written consent of the Underwriters.
Beginning 90 days after the date of this Prospectus, if a period of at least
two years has elapsed from the date that shares of Common Stock were acquired
from the Company or an affiliate of the Company, then, pursuant to Rule 144,
the holder of such shares (including an affiliate of the Company), may sell
within any three month period that number of shares which does not exceed the
greater of 1% of the then outstanding shares of Common Stock (40,000 shares
immediately following the Offering, assuming no exercise of the Underwriters'
over-allotment option) or the average weekly trading volume of the Common
Stock during the four calendar weeks preceding such sale. Sales pursuant to
Rule 144 are subject to certain requirements relating to the manner of sale,
notice and availability of current public information about the Company. If at
least three years has elapsed from the date the shares of Common Stock were
acquired from the Company, or an affiliate of the Company, and the proposed
seller has not been an affiliate of the Company at any time during the three
months immediately preceding the sale, such person is entitled to sell such
shares pursuant to Rule 144(k) without regard to the limitations described
above. As of the date of this Prospectus, 616,436 shares of Common Stock are
eligible for immediate resale to the public without restriction pursuant to
Rule 144(k) following the expiration of any agreement with the Underwriters
described above prohibiting transfer for 180 days after the date of this
Prospectus.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement among the
Company and the several Underwriters named below, each of the Underwriters has
severally and not jointly agreed to purchase from the Company, and the Company
has agreed to sell to the Underwriters, the respective numbers of shares set
forth opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------ ---------
<S> <C>
Advest, Inc..................................................... 600,000
Principal Financial Securities, Inc............................. 600,000
Robert W. Baird & Co. Incorporated.............................. 40,000
George K. Baum & Company........................................ 40,000
J.C. Bradford & Co.............................................. 40,000
The Chicago Corporation......................................... 40,000
Dain Bosworth Incorporated...................................... 40,000
Dominick & Dominick, Incorporated............................... 40,000
EVEREN Securities, Inc.......................................... 40,000
First Albany Corporation........................................ 40,000
First of Michigan Corporation................................... 40,000
Friedman, Billings, Ramsey & Co., Inc........................... 40,000
Howe Barnes Investments, Inc.................................... 40,000
McDonald & Company Securities, Inc.............................. 40,000
Mesirow Financial, Inc.......................................... 40,000
Morgan Keegan & Company, Inc.................................... 40,000
Piper Jaffray Inc............................................... 40,000
Rauscher Pierce Refsnes, Inc.................................... 40,000
Ryan, Beck & Co................................................. 40,000
Scott & Stringfellow Inc........................................ 40,000
Stifel, Nicolaus & Company, Incorporated........................ 40,000
Wheat First Butcher Singer...................................... 40,000
---------
Total Underwriters (22)..................................... 2,000,000
=========
</TABLE>
56
<PAGE>
The Underwriters are committed to purchase and pay for all such shares if
any are purchased. The Underwriting Agreement provides the obligations of the
several Underwriters are subject to approval of certain matters by their
counsel and to various other conditions.
The Company has been advised the Underwriters propose to offer the shares of
Common Shares directly to the public at the offering price set forth on the
cover page of this Prospectus and to certain selected dealers at such price
less a concession of $0.36 per share. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of $0.10 per share to certain
other dealers. After the initial public offering of the shares, the public
offering price, concession and reallowance to dealers may be changed by the
Underwriters. In addition, the Company has agreed to pay a supplemental
financial advisory fee of $50,000 to one of the managing underwriters, Advest,
Inc., payable upon consummation of the public offering.
The Company has granted to the Underwriters an option exercisable during the
thirty (30) day period beginning on the effective date of the Registration
Statement, to purchase up to 300,000 additional shares of common stock, solely
to cover over-allotments, if any, at the public offering price less the
underwriting discount, as set forth on the cover page of this Prospectus. If
the Underwriters exercise such option, the Underwriters have severally and not
jointly agreed, subject to certain conditions, to purchase approximately the
same percentage thereof that the number of shares to be purchased by each of
them, as shown in the table above, bears to the 2,000,000 shares of common
stock. If purchased, such additional shares will be sold by the Underwriters
on the same terms as those on which the 2,000,000 shares are being sold.
The persons listed in the prospectus under the caption "Security Ownership
of Certain Beneficial Owners and Management" have agreed they will not
publicly sell, contract to publicly sell, or otherwise publicly dispose of any
shares of common stock for a period of 180 days from the date of this
Prospectus, without the written consent of the Underwriters.
The Company and the Underwriters have agreed to indemnify each other against
certain liabilities including liabilities under the Securities Act, or to
contribute payments that the Underwriters or the Company may be required to
make in respect thereof.
The foregoing is a summary of all material terms of the Underwriting
Agreement and does not purport to be complete. Reference is made to a copy of
the Underwriting Agreement which is on file as an exhibit to the Registration
Statement.
The Underwriters have informed the Company that the Underwriters may make
sales to accounts over which they exercise discretionary authority.
Prior to this Offering there has been no public market for the Common Stock
of the Company. The offering price of the Common Stock and other terms of this
Offering were determined by negotiations between the Company and the
Underwriters. Among the factors considered in determining such price and
terms, in addition to prevailing market conditions, included the history of
and the prospects for the industry in which the Company competes, an
assessment of the Company's management, the prospects of the Company, an
assessment of the Company's results of operations, its capital structure, and
such other factors as were deemed relevant.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Blackwell Sanders Matheny Weary & Lombardi L.C., Kansas City,
Missouri. Certain legal matters in connection with the Offering will be passed
upon for the Underwriters by Husch & Eppenberger, Kansas City, Missouri.
57
<PAGE>
EXPERTS
The Consolidated Financial Statements of the Company at December 31, 1995,
and for the year then ended are included herein in reliance upon the report of
KPMG Peat Marwick LLP ("KPMG"), independent certified public accountants,
appearing elsewhere herein, and upon the authority of such firm as experts in
accounting and auditing.
The Consolidated Financial Statements of the Company at December 31, 1993
and 1994, and for the years then ended are included herein in reliance upon
the report of GRA Thompson, White & Co., P.C. ("GRA Thompson"), independent
certified public accountants, appearing elsewhere herein, and upon the
authority of such firm as experts in accounting and auditing.
In November 1995, the Company retained Keith E. Bouchey, a principal of GRA
Thompson, to serve as its Executive Vice President, Chief Financial Officer,
Secretary and Treasurer. At the time of his employment by the Company, GRA
Thompson served as the Company's independent certified public accountants. In
view of the Commission's rules dealing with the independence of accountants,
the Board of Directors of the Company retained KPMG to serve as the Company's
new independent certified public accountants on April 29, 1996. There were and
are no disagreements with GRA Thompson on any matter of accounting principles
or practice, financial statement disclosure, or auditing scope and procedure
and GRA Thompson's report on any of the Company's financial statements have
not contained an adverse opinion or disclaimer of opinion or been qualified as
to uncertainty, audit scope or accounting principles. The Company has
authorized, and GRA Thompson has agreed, to respond fully to the inquiries of
KPMG concerning GRA Thompson's prior engagement by the Company. GRA Thompson
will continue to provide consulting and advisory services to the Company.
AVAILABLE INFORMATION
The Company is not subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company has filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form SB-2 (together with all amendments and exhibits, the
"Registration Statement") under the Securities Act with respect to the Common
Stock offered by this Prospectus. This Prospectus contains information
concerning the Company but does not contain all of the information set forth
in the Registration Statement which can be inspected without charge at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be
obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
reports and other information concerning the Company may be inspected at the
offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.
58
<PAGE>
INDEX TO FINANCIAL INFORMATION
<TABLE>
<S> <C>
Independent Auditors' Report.............................................. F-2
Independent Auditors' Report.............................................. F-3
Consolidated Balance Sheets at December 31, 1995, 1994, and 1993.......... F-4
Consolidated Statements of Earnings for the years ended December 31, 1995,
1994, and 1993........................................................... F-5
Consolidated Statements of Stockholders Equity for the years ended
December 31, 1995, 1994, and 1993........................................ F-6
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994, and 1993..................................................... F-7
Notes to Consolidated Financial Statements................................ F-8
Consolidated Balance Sheet at September 30, 1996 (Unaudited).............. F-20
Consolidated Statements of Earnings for the nine months ended September
30, 1996 and 1995 (Unaudited)............................................ F-21
Consolidated Statements of Cash Flows for the nine months ended September
30, 1996 and 1995 (Unaudited)............................................ F-22
Notes to Consolidated Financial Statements (Unaudited).................... F-23
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Gold Banc Corporation, Inc.:
We have audited the accompanying consolidated balance sheet of Gold Banc
Corporation, Inc. and subsidiaries as of December 31, 1995 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Gold Banc
Corporation, Inc. and subsidiaries as of December 31, 1995 and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Kansas City, Missouri
May 30, 1996 except for note 16, which is as of September 6, 1996
F-2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Gold Bancshares, Inc.
Prairie Village, Kansas
We have audited the accompanying consolidated balance sheets of Gold
Bancshares, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of earnings, stockholders' equity and cash
flows for the years then ended. These consolidated financial statements are
the responsibility of management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Gold
Bancshares, Inc. and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flow for the years then ended in
conformity with generally accepted accounting principles.
/s/ GRA, Thompson, White & Co., P.C.
February 17, 1995
F-3
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS 1995 1994 1993
------ -------- ------- -------
<S> <C> <C> <C>
Cash and due from banks................................. $ 8,281 6,539 5,645
Federal funds sold and interest-bearing deposits........ 14,942 803 8,430
-------- ------- -------
Total cash and cash equivalents................... 23,223 7,342 14,075
-------- ------- -------
Investment securities (note 2):
Held-to-maturity securities........................... 25 26,811 16,404
Available-for-sale securities......................... 65,295 39,214 40,081
Other................................................. 2,055 1,782 674
-------- ------- -------
Total investment securities....................... 67,375 67,807 57,159
-------- ------- -------
Mortgage loans held for sale, net....................... 6,665 1,786 --
Loans, net (note 3)..................................... 154,805 134,455 90,687
Premises and equipment, net (note 4).................... 7,328 4,947 2,465
Securities sold pending settlement...................... -- -- 9,569
Deferred tax benefits (note 9).......................... 872 1,062 --
Accrued interest and other assets....................... 3,689 3,775 2,997
-------- ------- -------
$263,957 221,174 176,952
======== ======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Liabilities:
Deposits (note 5)..................................... $226,381 186,429 149,464
Securities sold under agreements to repurchase (note
6)................................................... 15,638 7,476 12,071
Federal funds purchased, long-term debt and other
borrowings (note 7).................................. 8,992 15,937 4,987
Accrued interest and other liabilities................ 1,624 1,368 1,562
-------- ------- -------
Total liabilities................................. 252,635 211,210 168,084
-------- ------- -------
Stockholders' equity (notes 9, 13 and 16):
Preferred stock, Class A $100 par value, 8%
noncumulative dividends, 1,000 shares authorized, no
shares issued........................................ -- -- --
Preferred stock, Class B $1,000 par value, 1,000
shares authorized, 65, 100 and 100 shares issued,
respectively......................................... 65 100 100
Common stock, $1 par value, 5,000,000 shares
authorized at December 31, 1995; 2,000,000 and
2,041,876 shares issued and outstanding at December
31, 1995 and 1994, respectively; and 1,897,618 shares
issued at December 31, 1993.......................... 2,000 2,042 1,898
Additional paid-in capital............................ 1,015 1,405 597
Retained earnings..................................... 8,353 7,649 6,225
Unrealized gain (loss) on available-for-sale
securities, net...................................... (111) (1,197) 363
Less:
Cost of common stock securing ESOP debt............. -- -- (10)
Treasury stock, 35 shares of Class B preferred stock
at December 31, 1994 and 1993 and 56,514 shares of
common stock at December 31, 1993, at cost......... -- (35) (335)
-------- ------- -------
Total stockholders' equity........................ 11,322 9,964 8,868
Commitments and contingent liabilities (notes 9 and 14)
-------- ------- -------
$263,957 221,174 176,952
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Interest income:
Loans, including fees........................ $ 14,486 10,725 6,562
Investment securities........................ 3,760 4,554 4,637
Other........................................ 185 70 82
--------- --------- ---------
18,431 15,349 11,281
--------- --------- ---------
Interest expense:
Deposits..................................... 8,804 6,789 5,474
Borrowings and other......................... 1,241 970 400
--------- --------- ---------
10,045 7,759 5,874
--------- --------- ---------
Net interest income........................ 8,386 7,590 5,407
Provision for loan losses (note 3)............. 1,284 147 296
--------- --------- ---------
Net interest income after provision for
loan losses............................... 7,102 7,443 5,111
--------- --------- ---------
Other income:
Service fees................................. 650 557 355
Net gains on sale of mortgage loans.......... 1,058 107 --
Net securities gains (losses)................ (84) (243) 729
Gain on sale of subsidiary (note 12)......... -- 619 --
Other........................................ 314 307 335
--------- --------- ---------
1,938 1,347 1,419
--------- --------- ---------
Other expense:
Salaries and employee benefits............... 4,438 3,393 2,276
Net occupancy expense........................ 1,137 1,025 447
Federal deposit insurance premiums........... 332 479 365
Other........................................ 2,094 1,722 1,393
--------- --------- ---------
8,001 6,619 4,481
--------- --------- ---------
Earnings before income taxes............... 1,039 2,171 2,049
Income taxes (note 8).......................... 335 777 731
--------- --------- ---------
Net earnings............................... $ 704 1,394 1,318
========= ========= =========
Earnings per share............................. $ .34 .69 .71
========= ========= =========
Weighted average common shares outstanding..... 2,063,415 2,012,894 1,860,106
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS)
ADDITIONAL ON SECURITIES
PREFERRED COMMON PAID-IN RETAINED AVAILABLE- ESOP TREASURY
STOCK STOCK CAPITAL EARNINGS FOR-SALE, NET DEBT STOCK TOTAL
--------- ------ ---------- -------- ------------- ---- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992................... $109 1,898 597 4,937 -- (20) (2) 7,519
Purchase of 70 shares
and retirement of 90
shares of Class A
preferred stock....... (9) -- -- -- -- -- 2 (7)
Purchase of 56,514
shares of common
stock................. -- -- -- -- -- -- (300) (300)
Purchase of 35 shares
of Class B preferred
stock................. -- -- -- -- -- -- (35) (35)
Payment on ESOP debt... -- -- -- -- -- 10 -- 10
Adoption of SFAS No.
115................... -- -- -- -- 363 -- -- 363
Net earnings........... -- -- -- 1,318 -- -- -- 1,318
---- ----- ----- ----- ------ --- ------ ------
Balance at December 31,
1993................... 100 1,898 597 6,255 363 (10) (335) 8,868
Issuance of 144,258
shares of common
stock................. -- 144 753 -- -- -- -- 897
Sale of 56,514 shares
of common stock....... -- -- 55 -- -- -- 300 355
Payment on ESOP debt... -- -- -- -- -- 10 -- 10
Change in unrealized
loss of securities
available-for-sale.... -- -- -- -- (1,560) -- -- (1,560)
Net earnings........... -- -- -- 1,394 -- -- -- 1,394
---- ----- ----- ----- ------ --- ------ ------
Balance at December 31,
1994................... 100 2,042 1,405 7,649 (1,197) -- (35) 9,964
Purchase of 117,756
shares of common
stock................. -- -- -- -- -- -- (1,095) (1,095)
Issuance of 53,346
shares of common
stock................. -- 53 347 -- -- -- -- 400
Sale of 23,339 shares
of common stock....... -- -- (25) -- -- -- 288 263
Retirement of 35 shares
of Class B preferred
stock................. (35) -- -- -- -- -- 35 --
Retirement of 94,416
shares of common
stock................. -- (95) (712) -- -- -- 807 --
Change in unrealized
gain (loss) of
securities available-
for-sale.............. -- -- -- -- 1,086 -- -- 1,086
Net earnings........... -- -- -- 704 -- -- -- 704
---- ----- ----- ----- ------ --- ------ ------
Balance at December 31,
1995................... $ 65 2,000 1,015 8,353 (11) -- -- 11,322
==== ===== ===== ===== ====== === ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings....................................... $ 704 1,394 1,318
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Gain on sale of subsidiary....................... -- (619) --
Provision for loan losses........................ 1,284 147 296
Net (gains) losses on sales of available-for-sale
securities...................................... 84 243 (729)
Amortization of investment securities' premiums,
net of accretion................................ 92 274 279
Depreciation and amortization.................... 512 344 285
(Gain) loss on sale of assets, net............... (22) 30 --
Originations of mortgage loans held for sale, net
of sales proceeds............................... (4,879) (1,786) --
Other changes:
Accrued interest receivable and other assets... (502) (372) 110
Accrued interest payable and other liabilities. 255 (1,140) 10
------- ------- -------
Net cash provided by (used in) operating
activities................................... (2,472) (1,485) 1,569
------- ------- -------
Cash flows from investing activities:
Loans originated, net of principal collections..... (21,728) (30,017) (22,887)
Principal collections and proceeds from maturities
of held-to-maturity securities.................... 609 1,510 17,830
Principal collections and proceeds from sales and
maturities of available-for-sale securities....... 29,535 37,504 25,722
Securities sold pending settlement................. -- 9,569 (9,569)
Purchases of held-to-maturity securities........... -- (11,211) (22,791)
Purchases of available-for-sale securities......... (28,152) (25,684) --
Net additions to premises and equipment............ (2,866) (1,376) (213)
Acquisition of subsidiary, net of cash acquired.... -- 1,935 --
Sale of subsidiary, net of cash paid............... -- 1,417 --
Proceeds from sale of other assets................. 269 62 --
------- ------- -------
Net cash used in investing activities......... (22,333) (16,291) (11,908)
------- ------- -------
Cash flows from financing activities:
Increase in deposits............................... 39,951 5,126 4,269
Net increase in short-term borrowings.............. 1,312 2,630 5,146
Proceeds from long-term debt....................... 500 5,100 1,100
Principal payments on long-term debt............... (595) (3,065) (250)
Purchase of treasury stock......................... (1,095) -- (333)
Proceeds from issuance of common stock............. 350 897 --
Proceeds from sale of treasury stock............... 263 355 --
------- ------- -------
Net cash provided by financing activities..... 40,686 11,043 9,932
------- ------- -------
Increase (decrease) in cash and cash
equivalents.................................. 15,881 (6,733) (407)
Cash and cash equivalents, beginning of year........ 7,342 14,075 14,482
------- ------- -------
Cash and cash equivalents, end of year.............. $23,223 7,342 14,075
======= ======= =======
Supplemental disclosure of cash flow information:
Cash paid during the year for interest............. $ 9,740 7,855 5,952
======= ======= =======
Cash paid during the year for income taxes......... $ 1,165 1,241 550
======= ======= =======
Supplemental schedule of noncash investing
activities:
Loans transferred to other real estate owned....... $ 94 33 --
======= ======= =======
Transfer of held-to-maturity investment securities
to available-for-sale............................. $26,129 -- --
======= ======= =======
Transfer of available-for-sale investment
securities to held-to-maturity.................... $ -- 3,009 --
======= ======= =======
Designation of investment securities as available-
for-sale at adoption of SFAS No. 115.............. $ -- -- 40,081
======= ======= =======
Supplemental schedule of noncash financing
activities:
Retirement of treasury stock....................... $ 842 -- --
======= ======= =======
Common stock subscribed............................ $ 50 -- --
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Gold Banc
Corporation, Inc. (formerly Gold Bancshares, Inc.) and its subsidiaries,
Exchange National Bank, Marysville, Kansas, Citizens State Bank and Trust
Company, Seneca, Kansas and Provident Bancshares, Inc., St. Joseph, Missouri,
collectively referred to as the Company, all of which are wholly-owned
subsidiaries. Provident owns 100% of Provident Bank, f.s.b., St. Joseph,
Missouri. During 1994, the Company sold its interest in Peoples Bank, N.A.,
Coldwater, Kansas (Coldwater), and, accordingly, the accounts of Coldwater are
not included in the consolidated balance sheet at December 31, 1995 or 1994.
All significant intercompany transactions have been eliminated.
Nature of Operations
The Company is a multibank holding company that owns and operates the banks
located in northeastern Kansas and northwestern Missouri. The banks are
community banks that provide a full range of commercial and consumer banking
services primarily to small and medium sized communities and the surrounding
market areas and, most recently, to suburban Kansas City.
Estimates
The preparation of the consolidated financial statements, in conformity with
generally accepted accounting principles, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Investment Securities
The Company classifies its investment securities portfolio as held-to-
maturity or available-for-sale. On December 31, 1993, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Pursuant to SFAS No. 115
implementation guidance issued in 1995 by the Financial Accounting Standards
Board (FASB), the Company reclassified certain held-to-maturity securities
with aggregate costs and fair values of approximately $26,129,000 and
$25,979,000, respectively, to available-for-sale in December 1995.
Premiums and discounts are amortized over the estimated lives of the
securities using a method which approximates the interest method. Gains and
losses on sales are calculated using the specific identification method.
Mortgage Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of aggregate cost or estimated fair value. Fees received
on such loans are deferred and recognized in income as part of the gain or
loss on sale. Net unrealized losses are recognized through a valuation
allowance by charges to income.
Loans
Loans receivable that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at their
outstanding principal adjusted for any charge-offs, the allowance for loan
F-8
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
losses, and any deferred fees or costs on originated loans and unamortized
premiums or discounts on purchased loans.
Effective January 1, 1995, the Company adopted SFAS No. 114, "Accounting by
Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by
Creditors for Impairment of Loan-Income Recognition and Disclosure." SFAS No.
114 requires that impaired loans be measured based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
at the loan's observable market price or the fair value of the collateral if
the loan is collateral dependent. SFAS No. 118 amends SFAS No. 114 to allow a
creditor to use existing methods for recognizing interest income on an
impaired loan if those methods are more conservative than methods required by
SFAS No. 114. The impact of these statements on the consolidated financial
statements of the Company was immaterial.
Interest income on loans is accrued and credited to operations based on the
principal amount outstanding. The accrual of interest on impaired loans is
discontinued when, in management's opinion, the borrower may be unable to meet
payments as they become due. When interest accrual is discontinued, all unpaid
accrued interest is reversed. Interest income is subsequently recognized only
to the extent cash payments are received. Significant loan and commitment fee
income and related costs are deferred and amortized in relationship to the
respective loan or commitment.
Allowance for Loan Losses
Provisions for losses on loans receivable are based upon management's
estimate of the amount required to maintain an adequate allowance for losses,
relative to the risk in the loan portfolio. This estimate is based on reviews
of the loan portfolio, including assessment of the estimated net realizable
value of the related underlying collateral, and upon consideration of past
loss experience, current economic conditions and such other factors which, in
the opinion of management, deserve current recognition. Amounts are charged
off as soon as probability of loss is established, taking into consideration
such factors as the borrower's financial condition, underlying collateral and
guarantees. Loans are also subject to periodic examination by regulatory
agencies. Such agencies may require charge-offs or additions to the allowance
based upon their judgments about information available at the time of their
examination.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-
line and accelerated methods based on the estimated useful lives of the
related assets.
Goodwill
The excess cost over fair value of assets acquired of consolidated
subsidiaries is being amortized on a straight-line basis over periods of ten
to fifteen years.
Income Taxes
The Company and its subsidiaries file consolidated federal income tax
returns. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities for
subsequent changes in tax rates is recognized in the period that includes the
tax rate change.
F-9
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash equivalents
include cash on hand, amounts due from banks, federal funds sold and interest-
bearing deposits.
Earnings Per Share
Earnings per share is based upon the weighted average shares outstanding
during the periods presented, including 14,048 shares issued in March 1996
upon conversion of the 65 shares of Class B preferred stock outstanding at
December 31, 1995.
(2) INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses and estimated fair
value of investment securities by major security type at December 31, 1995,
1994 and 1993 are as follows (in thousands):
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
1995 COST GAINS LOSSES VALUE
---- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Held-to-maturity:
Obligations of states and political
subdivisions...................... $ 25 -- -- 25
======== === ====== ======
Available-for-sale:
U.S. treasury and agency
securities........................ $ 34,918 129 (182) 34,865
Obligations of states and political
subdivisions...................... 3,936 75 (3) 4,008
Mortgage-backed securities......... 26,619 2 (199) 26,422
-------- --- ------ ------
Total............................ $ 65,473 206 (384) 65,295
======== === ====== ======
<CAPTION>
1994
----
<S> <C> <C> <C> <C>
Held-to-maturity:
U.S. treasury and agency
securities........................ $ 7,693 -- (648) 7,045
Obligations of states and political
subdivisions...................... 5,183 10 (210) 4,983
Mortgage-backed securities......... 13,935 -- (1,270) 12,665
-------- --- ------ ------
Total............................ $ 26,811 10 (2,128) 24,693
======== === ====== ======
Available-for-sale:
U.S. treasury and agency
securities........................ $ 35,763 1 (1,564) 34,200
Mortgage-backed securities......... 5,367 -- (353) 5,014
-------- --- ------ ------
Total............................ $ 41,130 1 (1,917) 39,214
======== === ====== ======
<CAPTION>
1993
----
<S> <C> <C> <C> <C>
Held-to-maturity:
U.S. treasury and agency
securities........................ $ 7,359 84 (25) 7,418
Obligations of state and political
subdivisions...................... 5,481 229 (7) 5,703
Mortgage-backed securities......... 3,564 88 (5) 3,647
-------- --- ------ ------
Total............................ $ 16,404 401 (37) 16,768
======== === ====== ======
Available-for-sale:
U.S. treasury and agency
securities........................ $ 24,165 409 (10) 24,564
Mortgage-backed securities......... 15,331 223 (37) 15,517
-------- --- ------ ------
Total............................ $ 39,496 632 (47) 40,081
======== === ====== ======
</TABLE>
F-10
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The amortized cost and estimated fair value of debt securities at December
31, 1995, by contractual maturity, are shown below (in thousands). Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
HELD-TO-MATURITY AVAILABLE-FOR-SALE
------------------- -------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Due in one year or less..... $-- -- 13,845 13,837
Due after one year through
five years................. 25 25 24,909 24,938
Due after five years through
ten years.................. -- -- 100 98
Mortgage-backed securities.. -- -- 26,619 26,422
---- --- ------ ------
Total................... $ 25 25 65,473 65,295
==== === ====== ======
</TABLE>
Other securities at December 31, 1995, 1994 and 1993 consist primarily of
stock in the Federal Reserve Bank and Federal Home Loan Bank. Amortized cost
of such investments approximates their fair value. At December 31, 1995,
investment securities with fair values of approximately $48,272,000 were
pledged to secure public deposits and for other purposes.
(3) LOANS
Loans are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- ------
<S> <C> <C> <C>
Real estate--mortgage.......................... $ 71,690 70,648 35,800
Real estate--construction...................... 24,398 12,943 7,750
Commercial..................................... 38,715 31,078 24,602
Agricultural................................... 11,029 12,800 17,296
Consumer....................................... 8,387 6,903 5,175
Other.......................................... 3,301 2,130 1,237
-------- ------- ------
157,520 136,502 91,860
Allowance for loan losses...................... (2,715) (2,047) (1,173)
-------- ------- ------
$154,805 134,455 90,687
======== ======= ======
</TABLE>
At December 31, 1995, the Company serviced loans of approximately
$29,200,000 for the Federal National Mortgage Association and approximately
$3,800,000 for the Federal Home Loan Mortgage Corporation. Service fee income
of approximately $90,000 and $74,000, respectively, related to these
portfolios is included in service fee income in the consolidated statements of
earnings for the years ended December 31, 1995 and 1994. SFAS No. 122,
"Accounting for Mortgage Servicing Rights," is effective January 1, 1996. SFAS
No. 122 requires that the Company recognize as separate assets the rights to
service mortgage loans originated by the Company. It is not expected that the
adoption of this new accounting standard in the first quarter of 1996 will
have a significant impact on the Company's consolidated financial statements.
Loans made to directors and officers of the Company approximated $3,960,000,
$4,362,000 and $4,565,000 at December 31, 1995, 1994 and 1993. Such loans were
made in the ordinary course of business on normal credit terms, including
interest rate and collateralization.
Nonaccrual loans approximated $1,739,000, $169,000 and $421,000 at December
31, 1995, 1994 and 1993. The interest income not recognized on these loans was
approximately $27,000, $18,000 and $11,000 in 1995, 1994 and 1993.
F-11
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Activity in the allowance for loan losses during the years ended December
31, 1995, 1994 and 1993 are as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------ ----- -----
<S> <C> <C> <C>
Balance at beginning of year.............................. $2,047 1,173 945
Allowance for loans relating to purchased subsidiary.... -- 903 --
Allowance for loans relating to sold subsidiary......... -- (159) --
Provision for loan losses............................... 1,284 147 296
Loan charge-offs........................................ (671) (202) (200)
Loan recoveries......................................... 55 185 132
------ ----- -----
Balance at end of year.................................... $2,715 2,047 1,173
====== ===== =====
</TABLE>
(4) PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Land.............................................. $1,418 501 115
Buildings and leasehold improvements.............. 4,470 3,855 2,182
Construction in progress.......................... 509 1,123 --
Furniture, fixtures and equipment................. 2,756 2,253 1,756
Automobiles....................................... 198 180 160
------ ------ ------
9,351 7,912 4,213
Accumulated depreciation and amortization......... (2,023) (2,965) (1,748)
------ ------ ------
$7,328 4,947 2,465
====== ====== ======
</TABLE>
(5) DEPOSITS
Deposits are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>
Demand:
Noninterest bearing............................ $ 18,935 11,470 10,293
-------- ------- -------
Interest-bearing:
NOW.......................................... 6,598 8,786 4,756
Advantage.................................... 10,119 9,307 9,474
Super NOW.................................... 9,963 7,884 9,900
Money market................................. 17,287 18,270 18,654
-------- ------- -------
43,967 44,247 42,784
-------- ------- -------
Total demand............................... 62,902 55,717 53,077
Savings.......................................... 11,166 12,293 7,791
Time............................................. 152,313 118,419 88,596
-------- ------- -------
$226,381 186,429 149,464
======== ======= =======
</TABLE>
Time deposits include certificates of deposit of $100,000 and over totaling
approximately $25,074,000, $16,421,000 and $12,918,000 at December 31, 1995,
1994 and 1993, respectively.
F-12
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(6) SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Information concerning securities sold under agreements to repurchase is as
follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------- ------ ------
<S> <C> <C> <C>
Average monthly balance during the year.................. $ 5,937 5,856 3,825
Average interest rate during the year.................... 5.39% 3.50 3.47
Maximum month-end balance during the year................ $15,638 12,835 12,071
</TABLE>
(7) FEDERAL FUNDS PURCHASED, LONG-TERM DEBT AND OTHER BORROWINGS
During 1995, the Company participated in the Federal Reserve Bank's 1995
Seasonal Lending Program and was authorized to borrow up to $4,000,000 at
December 31, 1995. The interest rate is based on an average of the Federal
funds rate and the secondary market rate for ninety-day certificates of
deposit. There were no borrowings under this program at December 31, 1995.
Long-term debt at December 31, 1995, 1994 and 1993 includes a note payable
with balances of $7,000,000, $7,145,000 and $3,887,000, respectively. The note
payable is due March 1, 1997 and bears interest at 6.0%. Interest is paid
quarterly with principal due upon maturity, and the stock of the Company's
subsidiaries have been pledged as collateral.
Also included in long-term debt at December 31, 1995, 1994 and 1993 were
long-term FHLB advances aggregating $1,992,000, $1,942,000 and $1,100,000,
respectively. Such advances bear a weighted average fixed interest rate of
6.02%, 5.63% and 5.29% at December 31, 1995, 1994 and 1993, respectively. The
principal repayment requirements on such advances at December 31, 1995 are as
follows (in thousands):
<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
1996.............................. $ 390
1997.............................. 323
1998.............................. 323
1999.............................. 253
2000.............................. 213
Thereafter........................ 490
------
$1,992
======
</TABLE>
The Company has entered into blanket pledge agreements with the FHLB which
securitize these advances. The agreements pledge qualifying one-to-four family
mortgage loans.
Federal funds purchased fluctuate daily based on the liquidity needs of the
Company. As of December 31, 1994, Federal funds purchased of $2,100,000 had an
interest rate of 6.2% and a one-day maturity.
Other short-term borrowings consist of Federal Home Loan Bank (FHLB)
advances of $4,750,000 at December 31, 1994. These advances were repaid in
1995.
F-13
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(8) INCOME TAXES
Income tax expense (benefit) related to operations for 1995, 1994 and 1993
is summarized as follows (in thousands):
<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
1995:
Federal.......................................... $581 (450) 131
State............................................ 214 (10) 204
---- ---- ---
$795 (460) 335
==== ==== ===
1994:
Federal.......................................... $685 (108) 577
State............................................ 214 (14) 200
---- ---- ---
$899 (122) 777
==== ==== ===
1993:
Federal.......................................... $659 (108) 551
State............................................ 187 (7) 180
---- ---- ---
$846 (115) 731
==== ==== ===
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities at December 31,
1995, 1994 and 1993 are presented below (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------ ----- ----
<S> <C> <C> <C>
Deferred tax assets:
Allowance for loan losses.................................. $ 758 311 255
Unrealized losses on available-for-sale securities, net.... 67 718 --
Other...................................................... 461 585 --
------ ----- ----
Total deferred tax assets................................ 1,286 1,614 255
------ ----- ----
Deferred tax liabilities:
FHLB stock dividends....................................... 125 114 --
Depreciable assets......................................... 206 352 117
Unrealized gains on available-for-sale securities, net..... -- -- 222
Other...................................................... 83 86 95
------ ----- ----
Total deferred tax liabilities........................... 414 552 434
------ ----- ----
Net deferred tax asset (liability)....................... $ 872 1,062 (179)
====== ===== ====
</TABLE>
A valuation allowance for deferred tax assets is not necessary at December
31, 1995, 1994 and 1993.
A reconciliation of expected income tax expense based on the statutory rate
of 34% to actual tax expense for 1995, 1994 and 1993 is summarized as follows
(dollars in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
-------------- -------------- --------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Expected Federal income tax
expense.......................... $353 34.0% $737 34.0% $696 34.0%
Municipal interest................ (76) (7.3) (82) (3.8) (86) (4.2)
State taxes, net of Federal tax
benefit.......................... 135 13.0 132 6.1 119 5.8
Other, net........................ (77) (7.4) (10) (.5) 2 .1
---- ---- ---- ---- ---- ----
$335 32.3% $777 35.8% $731 35.7%
==== ==== ==== ==== ==== ====
</TABLE>
F-14
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(9) EMPLOYEE BENEFIT PLANS
On January 1, 1986, the Company established the Gold Banc Corporation, Inc.
Employee Stock Ownership Plan (ESOP) to acquire shares of the Company common
stock for the benefit of all eligible employees. The amount of annual
contributions from the Company, if any, is determined by the Board of
Directors. Contributions were approximately $98,000, $45,000 and $40,000 for
the years ended December 31, 1995, 1994 and 1993, respectively. The ESOP,
which is noncontributory, covers substantially all employees of the
corporation.
In 1995, the Company established a 401(k) savings plan for the benefit of
all eligible employees. The Company does not match employee contributions. The
401(k) plan covers substantially all employees of the corporation.
The Company's Board of Directors and stockholders have approved the adoption
of the 1996 Equity Compensation Plan (the Plan). Under the terms of the Plan,
the Company can grant stock options, stock appreciation rights, restricted
stock, performance units or performance shares. Options granted under the Plan
will carry an exercise price equal to or greater than the fair market value at
the date of grant, and generally expire ten years after grant. The Company has
reserved 250,000 shares of common stock for issuance under the Plan, and has
not yet made any awards under the Plan.
(10) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
Financial instruments which represent off-balance sheet credit risk consist
of open commitments to extend credit, irrevocable letters of credit and loans
sold with recourse. Open commitments to extend credit and irrevocable letters
of credit amounted to approximately $40,813,000 at December 31, 1995. Such
agreements require the Company to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses. Since many of the
commitments are expected to expire without being fully drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Company evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained (if deemed necessary by the Company upon
extension of credit) is based on management's credit evaluation of the
customer. Collateral held varies, but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties.
The Company processes residential home mortgage loans for sale in the
secondary market. In conjunction with the sale of such loans, the Company has
entered into agreements with the purchasers of the loans, setting forth
certain provisions. Among those provisions is the right of the purchaser to
return the loans to the Company in the event the borrower defaults within a
stated period. This period ranges among the various purchasers from between
one to twelve months. Loans sold with recourse amounted to approximately
$26,511,000 and $2,178,000 at December 31, 1995 and 1994, respectively. There
were no loans sold with recourse outstanding at December 31, 1993. The
Company's exposure to credit loss in the event of default by the borrower and
the return of the loan by the purchaser is represented by the difference in
the amount of the loan and the recovery value of the underlying collateral.
(11) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosures of the estimated fair value of financial
instruments are made in accordance with the requirements of SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments." The estimated fair
value amounts have been determined by the Company and its subsidiaries using
available market information and valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Company and its
subsidiaries could realize in a current market exchange. The use of different
F-15
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
market assumptions and/or estimation methodologies may have a material impact
on the estimated fair value amounts.
The estimated fair value of the Company's financial instruments is as
follows (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
------------------ ------------------ ------------------
ESTIMATED ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment securities... $ 67,375 67,375 67,807 65,688 57,159 57,523
======== ======= ======= ======= ======= =======
Mortgage loans held for
sale................... $ 6,665 6,765 1,786 1,786 -- --
======== ======= ======= ======= ======= =======
Loans................... $154,805 155,573 134,455 134,072 90,687 91,610
======== ======= ======= ======= ======= =======
Deposits................ $226,381 226,290 186,429 185,527 149,464 149,879
======== ======= ======= ======= ======= =======
Securities sold under
agreements to
repurchase............. $ 15,638 15,638 7,476 7,476 12,071 12,071
======== ======= ======= ======= ======= =======
Federal funds purchased
and other short-term
borrowings............. $ -- -- 6,850 6,850 -- --
======== ======= ======= ======= ======= =======
Long-term debt.......... $ 8,992 8,786 9,087 8,939 4,987 4,987
======== ======= ======= ======= ======= =======
</TABLE>
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Investment Securities--Various methods and assumptions were used to
estimate fair value of the investment securities. For investment
securities, excluding other securities, fair values are based on quoted
market prices or dealer quotes. If a quoted market price is not available,
fair value is estimated using quoted prices for similar securities. The
carrying value of other securities approximates fair values.
Loans Held for Sale--The fair value of loans held for sale equals the
contractual sales price agreed upon with third-party investors.
Loans--For certain homogenous categories of loans, such as some Small
Business Administration guaranteed loans, student loans, residential
mortgages, consumer loans and commercial loans, fair value is estimated
using quoted market prices for similar loans or securities backed by
similar loans, adjusted for differences in loan characteristics. The fair
value of other types of loans is estimated by discounting the future cash
flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining
maturities.
Deposits--The fair value of demand deposits, savings accounts and money
market deposits is the amount payable on demand at the reporting date. The
fair value of fixed-maturity certificates of deposit is estimated by
discounting the future cash flows using the rates currently offered for
deposits of similar remaining maturities.
Long-term Debt--The fair value of long-term debt is estimated using
discounted cash flow analyses based on the Company's and subsidiaries'
current incremental borrowing rates for similar types of borrowing
arrangements.
Federal Funds Purchased and Securities Sold Under Agreement to
Repurchase--For federal funds purchased and securities sold under
agreements to repurchase, the current carrying amount is a reasonable
estimate of fair value.
Commitments to Extend Credit and Irrevocable Letters of Credit--The fair
value of commitments is estimated using the fees currently charged to enter
into similar agreements, taking into account the
F-16
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
remaining terms of the agreements and the present creditworthiness of the
customers. For fixed-rate loan commitments, fair value also considers the
difference between current levels of interest rates and the committed
rates. The estimated fair value of letters of credit is based on the fees
currently charged for similar agreements. These instruments were determined
to have no positive or negative market value adjustments and are not listed
in the following table.
Loans Sold with Recourse--The fair value of loans sold with recourse is
limited to the contractual amount of the loans required to be repurchased.
Loans currently under the recourse provision have been sold to investors
within the last twelve months. Because the recourse provisions have not yet
expired, it is impractical to determine the fair value; however, it is not
believed they would have a material market value adjustment.
The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1995, 1994 and 1993. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of the financial statements since that date and,
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.
(12) SALE AND ACQUISITION OF SUBSIDIARY BANKS
On June 30, 1994, the Company sold its wholly-owned subsidiary, Peoples
Bank, N.A. located in Coldwater, Kansas. The sales price was approximately
$2,400,000, resulting in a gain of approximately $619,000. The consolidated
statement of earnings for the year ended December 31, 1994 includes the
operating results of Coldwater from January 1, 1994 to June 30, 1994.
In March 1994, the Company acquired Provident, paying cash of approximately
$2,700,000. The acquisition was accounted for as a purchase transaction and,
accordingly, the purchase price was allocated to assets and liabilities based
on the estimated fair value as of the acquisition date. The excess purchase
price over the fair value of the net assets acquired of approximately $71,000
has been recorded as goodwill at the date of acquisition. The consolidated
statement of earnings for the year ended December 31, 1994 includes the
operating results of Provident for the ten months ended December 31, 1994. Pro
forma 1994 net earnings and earnings per share, which would have been reported
if the acquisition had been consummated on January 1, 1994, were approximately
$1,448,000 and $.72, respectively.
(13) REGULATORY CAPITAL REQUIREMENTS
The Company and its subsidiaries are subject to various regulatory capital
requirements administered by the Federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a direct material effect on the Company's consolidated financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company and its subsidiaries must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities,
and certain off-balance sheet items as calculated under regulatory accounting
practices. The Company and its subsidiaries' capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings and other factors.
(14) SAVINGS ASSOCIATION INSURANCE FUND (SAIF) CONTINGENT LIABILITY
The savings deposits of two of the Company's subsidiary locations are
insured by the Savings Association Insurance Fund (SAIF), which is
administered by the FDIC. The FDIC also administers the Bank Insurance Fund
(BIF), which has the same designated reserve ratio as the SAIF. Because the
BIF has met its designated reserve
F-17
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
ratio while the SAIF has not, there presently exists a substantial disparity
in the deposit insurance premiums paid by BIF and SAIF members, placing SAIF-
insured savings institutions at a significant competitive disadvantage to BIF-
insured institutions. A number of proposals have been considered to
recapitalize the SAIF in order to eliminate the premium disparity. The House
of Representatives and Senate have both approved, as a part of a budget
reconciliation package to balance the federal budget, legislation requiring a
one-time assessment of .85% of insured deposits to be imposed on all SAIF-
insured deposits held as of March 31, 1995. This assessment was originally
scheduled to be payable during the first quarter of 1996. The assessment would
result, as of December 31, 1995, in additional expense of approximately
$340,000 (net of income tax benefits) to the Company.
(15) PARENT COMPANY CONDENSED FINANCIAL STATEMENTS
Following is condensed financial information of the Company as of and for
the years ended December 31, 1995, 1994 and 1993 (in thousands):
CONDENSED BALANCE SHEETS
DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
ASSETS 1995 1994 1993
------ -------- ------ ------
<S> <C> <C> <C>
Cash................................................... $ 103 276 62
Loans, net............................................. 852 350 --
Investment in subsidiaries............................. 16,853 16,004 12,137
Other.................................................. 632 581 964
-------- ------ ------
Total assets....................................... $ 18,440 17,211 13,163
======== ====== ======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Borrowed funds......................................... $ 7,000 7,145 3,887
Other.................................................. 118 102 408
Stockholders' equity................................... 11,322 9,964 8,868
-------- ------ ------
Total liabilities and stockholders' equity......... $ 18,440 17,211 13,163
======== ====== ======
CONDENSED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
-------- ------ ------
<S> <C> <C> <C>
Dividends from subsidiaries............................ $ 1,770 935 1,150
Gain on sale of subsidiary............................. -- 619 --
Interest income........................................ 24 30 --
Other expense, net..................................... 1,295 1,141 787
-------- ------ ------
Income before equity in undistributed earnings of
subsidiaries...................................... 499 443 363
Increase (decrease) in undistributed equity of
subsidiaries.......................................... (237) 826 693
-------- ------ ------
Earnings before income taxes....................... 262 1,269 1,056
Income tax benefit..................................... 442 125 262
-------- ------ ------
Net earnings....................................... $ 704 1,394 1,318
======== ====== ======
</TABLE>
F-18
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ------ -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings............................................ $704 1,394 1,318
(Increase) decrease in undistributed equity of
subsidiary............................................. 237 (826) (693)
Gain on sale of Peoples Bank, N.A....................... -- (619) --
Other................................................... 2 104 4
---- ------ -----
Net cash provided by operating activities............. 943 53 629
---- ------ -----
Cash flows from investing activities:
Net change in loans..................................... (501) (350) --
Net additions to premises and equipment................. 12 (40) (50)
Capital contributions to subsidiaries................... -- (3,677) --
Acquisition of Provident Bancshares, Inc. .............. -- (2,693) --
Sale of Peoples Bank, N.A............................... -- 2,411 --
---- ------ -----
Net cash used in investing activities................. (489) (4,349) (50)
---- ------ -----
Cash flows from financing activities:
Principal payments on long-term debt.................... (145) (742) (250)
Proceeds from borrowings................................ -- 4,000 --
(Purchase of) proceeds from treasury stock transactions. (832) 355 (333)
Issuance of common stock................................ 350 897 --
---- ------ -----
Net cash provided by (used in) financing activities... (627) 4,510 (583)
---- ------ -----
Net increase (decrease) in cash....................... (173) 214 (4)
Cash at beginning of year................................. 276 62 66
---- ------ -----
Cash at end of year....................................... $103 276 62
==== ====== =====
</TABLE>
The primary source of funds available to the Company is the payment of
dividends by the subsidiaries. Subject to maintaining certain minimum
regulatory capital requirements, regulations limit the amount of dividends
that may be paid without prior approval of the subsidiaries' regulatory
agencies. At December 31, 1995, the subsidiaries could pay dividends of
$2,076,000 without prior regulatory approval.
(16) SUBSEQUENT EVENT
On September 6, 1996, the Company increased the number of authorized shares
of common stock and declared a 140 for 1 stock split. All share and per share
information presented in the accompanying consolidated financial statements
has been retroactively adjusted for the stock split.
F-19
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Cash and due from banks.............................................. $ 10,549
Federal funds sold and interest-bearing deposits..................... 600
--------
Total cash and cash equivalents.................................. 11,149
--------
Investment securities:
Held-to-maturity securities........................................ 25
Available-for-sale securities...................................... 65,920
Other.............................................................. 2,062
--------
Total investment securities...................................... 68,007
--------
Mortgage loans held for sale, net.................................... 2,174
Loans, net........................................................... 188,608
Premises and equipment, net.......................................... 8,086
Deferred tax benefits................................................ 1,008
Accrued interest and other assets.................................... 6,795
--------
$285,827
========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C>
Liabilities:
Deposits........................................................... $242,106
Securities sold under agreements to repurchase..................... 19,522
Federal funds purchased, long-term debt and other borrowings....... 9,933
Accrued interest and other liabilities............................. 2,637
--------
Total liabilities................................................ 274,198
--------
Stockholders' equity:
Common stock, $1 par value per share; 7,500,000 shares authorized,
2,000,000 shares issued and outstanding........................... 2,000
Additional paid-in capital......................................... 948
Retained earnings.................................................. 9,231
Unrealized loss on available-for-sale securities, net.............. (550)
--------
Total stockholders' equity....................................... 11,629
--------
$285,827
========
</TABLE>
See accompanying notes to consolidated financial statements.
F-20
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
Interest income:
Loans, including fees..... $ 12,446 10,718
Investments............... 3,011 2,774
Other..................... 388 214
---------- ---------
15,845 13,706
---------- ---------
Interest expense:
Deposits.................. 8,140 6,390
Borrowings................ 381 460
Other..................... 629 531
---------- ---------
9,150 7,381
---------- ---------
Net interest income..... 6,695 6,325
Provision for loan losses
(note 2)................... 90 134
---------- ---------
Net interest income
after provision for
loan losses............ 6,605 6,191
---------- ---------
Other income:
Service charges........... 512 354
Gain on sale of mortgage
loans.................... 943 749
Net securities gains
(losses)................. (8) (316)
Gain on sale of assets.... 257 13
Other..................... 160 222
---------- ---------
1,864 1,022
---------- ---------
Other expense:
Salaries and employee
benefits................. 3,952 3,118
Net occupancy expense..... 1,008 853
Federal deposit insurance
premiums (note 3)........ 547 281
Other..................... 1,595 1,395
---------- ---------
7,102 5,647
---------- ---------
Earnings before income
tax.................... 1,367 1,566
Income tax expense.......... 489 553
---------- ---------
Net earnings............ $ 878 1,013
========== =========
Earnings per share.......... $ .44 .49
========== =========
Average common shares
outstanding................ 2,001,223 2,073,012
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-21
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
1996 1995
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 878 1,013
Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities:
Provision for loan losses............................... 90 134
Net (gains) losses on sales of available-for-sale
securities............................................. 8 316
Amortization of investment securities' premiums, net of
accretion.............................................. (49) 35
Depreciation and amortization........................... 461 418
Gain on sale of assets, net............................. (257) (14)
Originations of mortgage loans held for sale, net of
sales proceeds......................................... (4,491) 2,408
Other changes:
Accrued interest receivable and other assets.......... (1,959) 149
Accrued interest payable and other liabilities........ 887 1,078
-------- -------
Net cash (used) provided in operating activities.... (4,432) 5,538
-------- -------
Cash flows from investing activities:
Loans originated, net of principal collections............ (24,911) (19,976)
Principal collections and proceeds from maturities of
held-to-maturity securities.............................. -- 248
Principal collections and proceeds from sales and
maturities of available-for-sale securities.............. 20,671 18,500
Purchases of equity securities............................ (241)
Purchases of available-for-sale securities................ (21,997) (6,739)
Net additions to premises and equipment................... (1,884) (2,963)
Proceeds from sale of other assets........................ 63 --
-------- -------
Net cash used in investing activities............... (28,058) (11,171)
-------- -------
Cash flows from financing activities:
Increase in deposits...................................... 15,725 13,790
Net increase (decrease) in short-term borrowings.......... 5,459 (3,038)
Proceeds from long-term debt.............................. -- --
Principal payments on long-term debt...................... (634) (22)
Purchase of treasury stock................................ (134) 485
Proceeds from issuance of common stock.................... -- (488)
-------- -------
Net cash provided by financing activities........... 20,416 10,727
-------- -------
Increase (decrease) in cash and cash equivalents.... (12,074) 5,094
Cash and cash equivalents, beginning of period.............. 23,223 7,342
-------- -------
Cash and cash equivalents, end of period.................... $ 11,149 12,436
======== =======
Supplemental disclosure of cash flow information:
Cash paid during the period for interest.................. $ 8,983 8,914
======== =======
Cash paid during the period for income taxes.............. $ 353 418
======== =======
Supplemental schedule of noncash financing activities:
Stock subscribed.......................................... $ -- 50
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-22
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
(1) PRINCIPLES OF CONSOLIDATION AND PRESENTATION
The accompanying consolidated financial statements include the accounts of
Gold Banc Corporation, Inc. and its wholly-owned subsidiaries (the Company).
All significant intercompany accounts and transactions have been eliminated.
The unaudited consolidated balance sheet as of September 30, 1996 and the
related unaudited consolidated statements of earnings and cash flows for the
nine months ended September 30, 1996 and 1995 have been prepared in a manner
consistent with the audited financial statements. Management believes that all
adjustments (all of which are normal and recurring in nature) have been
reported to the best of its knowledge and that the unaudited financial
information fairly presents the financial condition and results of operations
and cash flows of the Company in accordance with generally accepted accounting
principles.
In January 1996 the Company adopted Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights." The adoption of
this new standard did not have a significant impact on the Company's
consolidated financial statements.
(2) ALLOWANCE FOR LOAN LOSSES
The following is a summary of the allowance for loan losses for the nine
months ended September 30, 1996 and 1995 (in thousands):
<TABLE>
<CAPTION>
1996 1995
------ -----
<S> <C> <C>
Balance, January 1......... $2,715 2,047
Provision for loan losses.. 90 134
Charge-offs, net of
recoveries................ (166) (43)
------ -----
Balance, September 30...... $2,639 2,138
====== =====
</TABLE>
At September 30, 1996, interest income was not being recognized on an
accrual basis for loans with an outstanding balance of $773,000.
(3) SAVINGS ASSOCIATION INSURANCE FUND ("SAIF") ASSESSMENT
On September 30, 1996, the President signed into law the Deposit Insurance
Fund Act of 1996 ("DIFA"). DIFA directs the FDIC to impose a special
assessment on SAIF-assessable deposits. The assessment payable by the Company
on such deposits of $389,100 (which is fully tax deductible) has been accrued
in the accompanying September 30, 1996 consolidated financial statements.
F-23
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION TO ANY PERSON IN ANY JURISDICTION OR UNDER ANY
CIRCUMSTANCES IN WHICH SUCH OFFERING WOULD BE UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 1
Summary Consolidated Financial Information................................. 4
The Company and the Banks.................................................. 5
Risk Factors............................................................... 6
Use of Proceeds............................................................ 11
Market for Common Stock.................................................... 11
Dividends.................................................................. 11
Capitalization............................................................. 12
Dilution................................................................... 13
Selected Consolidated Financial Data....................................... 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 15
Business................................................................... 33
Management................................................................. 43
Certain Transactions....................................................... 46
Security Ownership of Certain Beneficial Owners and Management............. 46
Description of Securities.................................................. 48
Supervision and Regulation................................................. 50
Shares Eligible for Future Sale............................................ 55
Underwriting............................................................... 56
Legal Matters.............................................................. 57
Experts.................................................................... 58
Available Information...................................................... 58
Index to Financial Information............................................. F-1
</TABLE>
UNTIL DECEMBER 13, 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THE DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2,000,000 SHARES
LOGO
GOLD BANC
CORPORATION, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
ADVEST, INC.
PRINCIPAL FINANCIAL SECURITIES, INC.
NOVEMBER 18, 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
