UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE
ACT
For the transition period from ___________ to ________________
Commission File Number: 0-28936
GOLD BANC CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-1008593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11301 Nall Avenue, Leawood, Kansas 66211
(Address of principal executive office) (Zip code)
(913) 451-8050
((Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements
for past 90 days. Yes No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date.
Class Outstanding at July 31, 2000
_____________________________ _____________________________
Common Stock, $1.00 par value 37,485,900
<PAGE>
GOLD BANC CORPORATION, INC.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 2000
PAGE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS . . . . . . . . . . . . . .1
Consolidated Balance Sheets at June 30, 2000
and December 31, 1999(unaudited) . . . . . . . . . . .1
Consolidated Statements of Earnings - Six months
ended June 30, 2000 and June 30, 1999 (unaudited). . .2
Consolidated Statements of Earnings - Three months
ended June 30, 2000 and June 30, 1999 (unaudited). . .3
Consolidated Statements of Cash Flows - Six months
ended June 30, 2000 and June 30, 1999 (unaudited) . .4
Notes to Consolidated Financial Statements . . . . . .5
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . 10
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS . . . . . . . . . . . . . . 14
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS . . . 16
ITEM 3: DEFAULTS UPON SENIOR SECURITIES . . . . . . . . 16
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . 16
ITEM 5: OTHER INFORMATION . . . . . . . . . . . . . . . 17
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . 18
SIGNATURES . . . . . . . . . . . . . . . . . . 18
<PAGE>
PART I
FINANCIAL INFORMATION
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
June 30, Dec. 31,
2000 1999
(restated)
Assets
Cash and due from banks $ 88,457 $ 99,159
Federal funds sold and
interest-bearing deposits 64,052 29,457
Total cash and cash
equivalents 152,509 128,616
Investment securities:
Held-to-maturity 7,519 7,878
Available-for-sale 453,889 438,264
Trading 3,279 9,245
Total investment
securities 464,687 455,387
Mortgage and student loans
held for sale, net 172,787 149,560
Loans, net 1,713,542 1,644,250
Premises and equipment, net 60,909 62,960
Goodwill, net 48,856 47,576
Accrued interest and other
assets 61,720 62,392
Total assets $2,675,010 $2,550,741
Liabilities and Stockholders'
Equity
Liabilities:
Deposits $2,013,532 $2,006,154
Securities sold under
agreements to repurchase 79,195 50,990
Federal funds purchased
and other short-term
borrowings 44,749 127,628
FHLB and other long-term
borrowings 257,644 90,523
Guaranteed preferred
beneficial interests in
Company's debentures 82,549 82,549
Accrued interest and other
liabilities 28,156 25,849
Total liabilities 2,505,825 2,383,693
Stockholders' equity:
Preferred stock, no par - -
value; 50,000,000 shares
authorized, no shares issued
Common stock, $1.00 par value,
50,000,000 shares
authorized, 38,286 37,873
38,285,900 shares
issued at June 30, 2000 and
37,872,725
Issued and outstanding at
December 31,1999
Additional paid-in capital 75,523 72,371
Retained earnings 75,762 71,218
Accumulated other
comprehensive
income (loss) (10,416) (11,239)
Unearned compensation (4,175) (3,175)
Treasury stock - 800,000 174,980 167,048
shares at cost at June 30,
2000 (5,795) -
Total stockholders' equity 169,185 167,048
Total liabilities and
stockholders' equity $2,675,010 $2,550,741
See accompanying notes to consolidated financial statements.
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
June 30, 2000 June 30, 1999
(restated)
Interest income:
Loans, including fees $ 85,548 $ 71,238
Investment securities 14,351 12,338
Other 2,950 2,444
102,849 86,020
Interest expense:
Deposits 41,735 35,757
Borrowings and other 13,596 7,105
55,331 42,862
Net interest income 47,518 43,158
Provision for loan losses 1,675 2,604
Net interest income
after provision for
loan losses 48,843 40,554
Other income:
Service fees 5,499 5,074
Net gains on sale of
mortgage loans 3,316 905
Net securities gains 204 213
Investment trading fees and
commissions 1,268 1,844
Other 6,276 4,697
16,563 12,733
Other expense:
Salaries and employee
benefits 21,722 18,312
Net occupancy expense 4,563 3,872
Depreciation expense 2,709 2,589
Goodwill amortization
expense 1,095 839
Consolidation/repositioning/
pooling expense 10,849 -
Other 11,893 10,421
52,831 36,033
Earnings before income
taxes 9,575 17,254
Income tax expense (Note 1) 3,957 6,168
Net earnings $ 5,618 $ 11,086
Net earnings per share-basic
and diluted $ 0.15 $ 0.30
See accompanying notes to consolidated financial statements.
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
June 30, 2000 June 30, 1999
(restated)
Interest income:
Loans, including fees $ 43,413 $ 36,410
Investment securities 7,383 6,238
Other 1,747 1,219
52,543 43,867
Interest expense:
Deposits 21,059 17,870
Borrowings and other 8,183 3,914
29,242 21,784
Net interest income 23,301 22,083
Provision for loan losses 1,014 1,459
Net interest income after
provision for loan losses 22,287 20,624
Other income:
Service fees 2,570 2,656
Net gains on sale of mortgage
loans 1,539 606
Net securities gains 234 13
Investment trading fees &
commissions 653 868
Other 3,263 2,673
8,259 6,816
Other expense:
Salaries and employee benefits 10,755 9,543
Net occupancy expense 2,393 2,101
Depreciation expense 1,384 1,302
Goodwill amortization expense 561 441
Other 5,214 5,203
20,307 18,590
Earnings before income taxes 10,239 8,850
Income tax expense (Note 1) 3,836 3,110
Net earnings $ 6,403 $ 5,740
Net earnings per share-basic and
diluted $ 0.17 $ 0.15
See accompanying notes to consolidated financial statements.
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
(IN THOUSANDS)
(UNAUDITED)
June 30, June 30,
2000 1999
Cash flows from operating (restated)
activities:
Net earnings $ 5,618 $ 11,086
Adjustments to reconcile net
earnings to net cash provided
by (used in) operating
activities; net of purchase
acquisitions:
Provision for loan losses 1,675 2,604
(Gains) losses on sales
of securities (219) (260)
Amortization of investment
securities' premiums, net of
accretion 117 351
Depreciation 2,709 2,589
Amortization of goodwill 1,095 839
(Gain) loss on sale of
assets, net (38) (572)
Net decrease (increase) in
trading securities 5,951 (2,854)
Unrealized loss on
trading securities 15 58
Net increase in mortgage
loans held for sale (23,227) (1,733)
Other changes:
Accrued interest
receivable and
other assets 1,831 (9,770)
Accrued interest
payable and other
liabilities 2,104 (3,430)
Net cash used in operating
activities (2,369) (1,092)
Cash flows from investing
activities:
Net increase in loans (70,967) (54,881)
Principal collections and
proceeds from maturities
of held-to-maturity
securities 1,013 966
Principal collections and
proceeds from sales and
maturities of available-
for-sale securities 66,399 51,337
Purchases of available-
for-sale securities (80,550) (80,207)
Purchases of held-to-
maturity securities (1,000) (1,001)
Net additions to premises
and equipment (1,420) (5,258)
Cash paid for
acquisitions, net of
cash received - (4,446)
Proceeds from sale of
other assets 800 378
Net cash used in investing (85,725) (93,112)
activities
Cash flows from financing
activities:
Increase in deposits 7,378 19,852
Net (decrease) increase
in short-term borrowings (54,674) 34,652
Net increase in FHLB and
other long-term borrowings 166,121 2,375
Proceeds from issue of
common stock 70 175
Purchase of treasury
stock (5,795) -
Proceeds from issuance of
guaranteed preferred beneficial
interests in Company's
debentures - 37,550
Dividends paid (1,113) (687)
Net cash provided by
financing activities 111,987 93,917
Decrease in cash and cash
equivalents (23,893) (287)
Cash and cash equivalents,
beginning of year 128,616 158,880
Cash and cash equivalents,
end of period $152,509 $158,593
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES:
Issuance of common stock for
acquisitions $ 393 $ -
Non-cash activities related to
purchase acquisitions:
Increase in investments - 1,642
Net increase in loans - 26,470
Increase in land,
buildings, and equipment - 1,849
Increase in other assets - 2,697
Increase in deposits - 29,676
Increase in long term
borrowings - 1,905
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation.
The accompanying consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q. The
consolidated financial statements should be read in conjunction
with the audited financial statements included in the Company's
1999 Annual Report on Form 10-K.
The consolidated financial statements include the accounts
of the Company's subsidiaries, Gold Bank, Provident Bank,
f.s.b., Citizens Bank of Tulsa, People First Bank (Oklahoma),
American Heritage Bank (Oklahoma) and American Bank (Florida)
(the "Banks"), Midwest Capital Management, Inc., The Trust
Company, CompuNet Engineering, Inc. All significant intercompany
balances and transactions have been eliminated. 1999 results have
been restated to reflect the effects of three pooling of
interests acquisitions completed in the first quarter of 2000.
The December 31, 1999 consolidated balance sheet has been
restated using the audited balance sheet of the Company and the
three pooling of interests acquisitions completed in the first
quarter of 2000. The consolidated financial statements as of
June 30, 2000 and for the three and six months ended June 30,
2000 and 1999 are unaudited but include all adjustments
(consisting only of normal recurring adjustments) which the
Company considers necessary for a fair presentation of financial
position and results of its operations and its cash flows for
those periods. The Consolidated Statements of Earnings for the
three and six months ended June 30, 2000 are not necessarily
indicative of the results to be expected for the entire year.
Certain reclassifications have been made to prior year's
financial statements to conform to the current year's
presentation.
2. Earnings per common share.
Earnings per share are computed in accordance with
SFAS No. 128, Earnings per Share. Basic earnings per share is
based upon the weighted average number of common shares
outstanding during the periods presented. Diluted earnings per
share includes the effects of all potentially dilutive common
shares outstanding during each period. Employee stock options
are the Company's only potential common share equivalent.
The shares used in the calculation of basic and
diluted income per share for the three and six months ended
June 30, 2000 and 1999 are shown below (in thousands):
For the three For the six
months ended months ended
June 30 June 30
2000 1999 2000 1999
Weighted average common
shares outstanding 37,589 37,156 37,709 37,156
Stock options 36 163 60 165
Weighted average common
shares and
Common share 37,625 37,319 37,769 37,321
equivalents outstanding
<PAGE>
3. Guaranteed Preferred Beneficial Interests in Company's
Debentures.
On June 9, 1999, GBCI Capital Trust II (the "Trust"), a
Delaware business trust formed by the Company, completed the sale
of $37.6 million of 9.12% Preferred Securities (the "Preferred
Securities"). The Trust also issued Common Securities to the
Company and used the net proceeds from the offering to purchase a
like amount of 9.12% Junior Subordinated Deferrable Interest
Debentures (the "Debentures") of the Company. The Debentures
are the sole assets of the Trust and are eliminated, along with
the related income statement effects, in the consolidated
financial statements. The Company used the proceeds from the
sale of the Debentures to retire certain debt and for general
corporate purposes. Total expenses associated with the offering
approximating $1.5 million were included in other assets and
are being amortized on a straight-line basis over the life of the
debentures.
The Preferred Securities accrue and pay distributions
quarterly at an annual rate of 9.12% of the stated liquidation
amount of $25 per Preferred Security. The Company has fully and
unconditionally guaranteed all of the obligations of the Trust.
The guaranty covers the quarterly distributions and
payments on liquidation or redemption of the Preferred
Securities, but only to the extent of funds held by the Trust.
The Preferred Securities are mandatorily redeemable upon the
maturity of the Debentures on June 30, 2029 or upon earlier
redemption as provided in the Indenture. The Company has the
right to redeem the Debentures, in whole or in part on or after
June 30, 2004 at a redemption price specified in the Indenture
plus any accrued but unpaid interest to the redemption date.
4. Comprehensive Income.
Comprehensive income was $6.4 million and $6.3 million for
the six months ended June 30, 2000 and 1999, respectively and
$6.2 million and $1.5 million for the three months ended June 30,
2000 and 1999, respectively. The difference between
comprehensive income and net earnings presented in the
Consolidated Statement of Earnings is attributed solely to
unrealized gains and losses on available-for-sale securities.
5. Acquisitions.
On March 2, 2000, the Company issued 9,540,048 shares of
common stock to acquire CountryBanc Holding Company of Edmond,
Oklahoma, a multi-bank holding company that operated two Oklahoma
state banks and one Kansas state bank. The total value of the
CountryBanc acquisition was $76 million in a stock-for-stock, tax-
free exchange, which was accounted for as a pooling of interests.
As of June 30, 2000, CountryBanc had total assets of
approximately $553 million.
On March 6, 2000, the Company issued 2,708,564 shares of
common stock to acquire First Business Bank of Kansas City, N.A.,
which is located in the heart of the popular Country Club Plaza
area. The acquisition was approximately $20 million in a stock-
for-stock, tax-free exchange. The transaction was accounted for
as a pooling of interests except for the 14% minority interest
held by third parties in First Business Bank of Kansas City, N.A.
The acquisition of the minority interest of 14%
was accounted for as a purchase. As of June 30, 2000, First
Business Bank had total assets of approximately $135 million.
On March 20, 2000, the Company issued 8,319,131 shares of
common stock to acquire American Bancshares, Inc. of Bradenton,
Florida, owner of American Bank. American Bank is one of the
largest community banks on the west coast of Florida. The
acquisition was approximately $55 million in a stock-for-stock,
tax-free exchange, which was accounted for as a pooling of
interests. As of June 30, 2000, American Bancshares had total
assets of approximately $469 million.
<PAGE>
6. Consolidation/Repositioning/Pooling Expense
During the quarter ended March 31, 2000, the Company
acquired the three financial institutions as discussed in
footnote #5. Since the three acquisitions were accounted for as
pooling of interests, the Company expenses the costs associated
with the acquisitions during the quarter ended March 31, 2000.
The pooling costs were $10.1 million before income taxes and $7.4
million net of income taxes.
During 1999 and the six-months ended June 30, 2000, the
Company incurred consolidation and repositioning expenses. The
expenses were mainly due to the Company consolidating its Kansas
banks into a single statewide organization. Details of the
consolidation and repositioning accrual are as follows (in
thousands):
Activity for Quarter
Ended June 30, 2000
Accrued at Accrued at
March 31, 2000 Expense Paid June 30, 2000
Salaries, benefits
and severance $ 484 $ - $ 265 $ 219
Asset write-downs
and lease
abandonments 617 - 207 410
Other repositioning
expenses 180 - 180 -
$ 1,281 - $ 652 $ 629
Activity for Six-Months
Ended June 30, 2000
Accrued at Accrued at
December 31, 1999 Expense Paid June 30, 2000
Salaries, benefits
and severance $ 552 $ 464 $ 797 $ 219
Asset write-downs
and Lease
abandonments 815 47 452 410
Other repositioning
expenses 480 213 693 -
$ 1,847 $ 724 $1,942 $ 629
7. Legal proceedings.
Parade of Toys -
Gold Bank (formerly Exchange National Bank) is one of
several named defendants in a number of lawsuits arising out of
the same circumstances. The litigation was brought on behalf of
persons who purchased distributorships from an entity known as
Parade of Toys ("Parade"). Gold Bank was included on trade
reference sheets that listed other banks with whom a principal of
Parade had done business. Plaintiffs allege that they contacted
some of the persons listed on the trade reference sheets and that
the trade reference defendants made false and misleading
representations on which plaintiffs relied to their detriment.
Their current claims include theories of fraud, negligent
misrepresentations, civil conspiracy, and negligence.
<PAGE>
Plaintiffs commenced the litigation in May 1997 as a
putative class action in the District Court of Johnson County,
Kansas. They then obtained an order dismissing the case without
prejudice and, in September 1997, refiled in the United States
District Court for the District of Kansas. After the federal
court denied class certification and ruled that multiple
plaintiffs could not join in a single action, plaintiffs obtained
an order dismissing all claims without prejudice. They then
reinitiated certain of their claims in state court in Johnson
County, Kansas. Plaintiffs have now refiled a total of 263
individual actions in which Gold Bank is a defendant. The
majority of these actions allege damages that range between
$18,000 and $26,000.
On July 26, 2000, the Johnson County District Court ruled,
in granting Gold Bank's Motion for Summary Judgment, that a
plaintiff who had no contact with the Bank has no viable claims
for fraud, negligent misrepresentation, or negligence. The court
also ruled that there was no evidence to support a conspiracy
claim against the Bank.
The state court's Case Management Order provides that a
decision on any motion addressing the issues ruled on in the
Bank's Motion for Summary Judgment shall apply to all cases.
Only 53 of the 263 plaintiffs who have sued Gold Bank alleged
that they had any contact with the Bank.
Gold Bank denies any liability and intends to continue
vigorously defending remaining claims against it. Neither the
Bank nor its counsel is able to estimate the Bank's potential
range of monetary exposure, if any, or to predict the likely
outcome of these matters.
Regional Holding Company -
In June 2000, Gold Banc Corporation, Inc. ("the Company")
has commenced an arbitration proceeding before the American
Arbitration Association against Brad D. Ives, David W. Murrill
and Robert E. McGannon ("Respondents") relating to the Company's
acquisition of Regional Holding Company, Inc. ("Regional
Holding"). The Company purchased all of the capital stock of
Regional Holding from Respondents on August 2, 1999 for a
purchase price of approximately $13.2 million, pursuant to a
Stock Purchase Agreement, dated July 1, 1999 (the "Stock Purchase
Agreement"), between the Company, Regional Holding and the
Respondents.
The Company has asserted a contractual claim against
Respondents for breach of their representations and warranties
regarding the financial condition of Regional Holding. The
Company's claim is that prior to the closing date there was a
material adverse change in the financial condition and earnings
of Regional Holding that Respondents failed to disclose.
Respondents are obligated to indemnify the Company for
damages resulting from the breach of their representations and
warranties. The Company has prayed for damages in the amount of
$6.5 million and for its attorney's fees, costs and other
expenses incurred in the arbitration proceeding.
Respondents have answered the Company's claim and have
denied that the Company is entitled to any of the relief
requested.
In addition, each Respondent has asserted a counterclaim
against the Company for breach of certain Non-Negotiable
Promissory Notes (collectively the "Notes") that were issued to
each Respondent as part of the purchase price in the Regional
Holding acquisition. The Notes totaled $4,080,000.00. The
Respondent's claim they have made a demand for payment and that
such payment has not been made in accordance with the terms of
the respective Notes. The Respondents have prayed for repayment
of the entire principal balance of the Notes, plus accrued
interest on the Notes, plus all attorney's fees, costs and
expenses incurred in asserting their claims. Respondents are
also seeking a declaratory judgment that the Company is not
entitled to set-off its claim against the Notes and that payments
under the Notes are due immediately, or in the alternative, that
payments due under the Notes should be paid into an escrow
account pending resolution of the claims.
The Respondents have also asserted a counterclaim for fraud
against the Company making unspecified claims that the Company
failed to disclose material information and made
misrepresentations in connection with the issuance of the Notes.
The Respondents have prayed for compensatory monetary damages and
punitive damages with respect to the fraud claim. The company
denies Respondent's fraud claim.
The Company has also given Respondents a notice invoking an
alternative dispute resolution procedure ("ADR Procedure")
specified in Section 2.3 of the Stock Purchase Agreement. The
ADR Procedure provides a mechanism for resolving disputes over
the application of generally accepted accounting principals to
the financial statements of Regional Holding. The accounting
dispute affects the contract formula for calculating the
purchase price. The Company has demanded that the Respondents
join in submitting the accounting dispute to Ernst & Young LLP,
in accordance with the terms of ADR Procedures specified in the
Stock Purchase Agreement. Respondents have refused to join with
the Company in submitting the dispute to Ernst & Young and are
seeking, in their answer to the Company's demand for arbitration,
a declaratory judgment that the Company failed to proceed timely
under ADR Procedures of the Stock Purchase Agreement.
The Company believes that its claims are strong and that
Respondent's claims are without merit. Because the arbitration
has just begun, neither the Company nor its counsel can predict
the likely outcome of the proceeding.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Total average assets were $2.6 billion for the six
months ended June 30, 2000, compared to $2.3 billion for the six
months ended June 30, 1999, a 13.6% increase. Average
interest-earning assets were $2.4 billion for the six months
ended June 30, 2000 and $2.1 billion for the six months ended
June 30, 1999, a 13.2% increase. Assets increased during 2000 due
to internal loan growth and one acquisition in late 1999.
Total assets were $2.7 billion at June 30, 2000, an
increase of $124 million from December 31, 1999. Net loans grew
$92.5 million during the first six months of 2000 with the majority
of the increase originating from the Company's suburban Kansas City
locations. Loan growth was funded through an increase in deposits
and additional short-term and long-term Federal Home Loan Bank (FHLB)
borrowings. The allowance for loan losses increased to $26.5 million
at June 30, 2000 from $26.0 million at December 31, 1999. The allowance
represented 1.39% and 1.43% of total loans as of June 30, 2000
and December 31, 1999, respectively.
For the six months ended June 30, 2000, the Company's
annualized return on average assets ("ROA") was .43%, compared
to .97% for the six months ended June 30, 1999. Return on
average common stockholders' equity ("ROE") for the six months
ended June 30, 2000 and 1999 was 6.72% and 13.24%, respectively.
Cash and cash equivalents and investment securities
totaled $617.2 million, or 23.1% of total assets at
June 30, 2000, compared to $584 million, or 22.9%, at December
31, 1999. At June 30, 2000, the Company's leverage, Tier 1
risk-based capital, and total risk-based capital ratios were
7.58%, 9.59%, and 11.98% respectively, compared to minimum
required levels of 4%, 8% and 4%, respectively (subject to change
and the discretion of regulatory authorities to impose higher
standards in individual cases). At June 30, 2000, the Company
had risk-weighted assets of $1.99 billion.
<PAGE>
During the second quarter of 1999, the Company
issued $37.6 million of 9.12% Guaranteed Preferred Junior
Subordinated Debentures (Junior Subordinated Debentures).
Proceeds from the issuance were used to repay $11 million in
correspondent bank debt and the remaining amount is to be used
for acquisitions and general corporate purposes. The Company has
a line of credit in the amount of $40 million with a
correspondent bank. As of June 30, 2000, the line of credit had
a balance of $19 million. The Company has a second line of
credit in the amount of $9 million with a different correspondent
bank. As of June 30, 2000, the second line of credit had a
balance of $6 million. The second line of credit was from the
CountryBanc Holding Company acquisition.
Management believes that cash generated from its operations,
from its Junior Subordinated Debentures and from its correspondent
bank facilities will be sufficient to meet its cash requirements
for acquisitions, internal growth and general operations in the
foreseeable future.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Total interest income for the six months ended June 30, 2000
was $102.8 million, a $16.8 million or a 19.6% increase over the
six months ended June 30, 1999. For the three months ended June
30, 2000, total interest income was $52.5 million, a $8.7 million
or a 19.8% increase over the three months ended June 30, 1999.
The increase was primarily the result of internal loan growth.
Average interest-earning assets increased $273.5 million or 13.2%
to $2.4 billion at June 30, 2000, compared to $2.1 billion at
June 30, 1999.
Total interest expense for the six months ended June 30,
2000 was $55.3 million, a 29.1% increase over the six months
ended June 30, 1999. For the three months ended June 30, 2000,
interest expense was $29.2 million, or 34.2% greater than the
comparable period in 1999. The increase was the result of
greater average deposits and an increase in long-term debt and
Junior Subordinated Debentures. Average total interest-bearing
liabilities increased by $234.4 million or 12.5% during the six
months of 2000 compared to the same period in 1999, primarily due
to the acquisitions, the increased volume in interest bearing
deposits and the Junior Subordinated Debentures.
Net interest income was $47.5 million for the six months
ended June 30, 2000, compared to $43.2 million for the same
period in 1999, an increase of 10.1%. The Company's net interest
margin decreased from 4.18% for the six months ended June 30,
1999 to 4.11% for the six months ended June 30, 2000. For the
three months ended June 30, 2000, net interest income increased
5.5% to $23.3 million versus $22.1 million for the three months
of 1999. Net interest margin for the three months ended June 30,
2000 decreased from 4.27% to 4.03% versus the same period in
1999. The decrease in net interest margin was created by
additional interest expense associated with the Company's
issuance of Junior Subordinated Debentures in June 1999 and
increased FHLB borrowings.
PROVISIONS FOR LOAN LOSSES
The provision for loan losses for the six months ended June
30, 2000, was $1.7 million, compared to $2.6 million for the
comparable 1999 period. For the three months ended June 30, 2000,
the provision for loan losses was $1.0 million compared to $1.5
million for the second quarter of 1999. The allowance
represented 1.39% and 1.26% of total loans as of June 30, 2000
and June 30, 1999, respectively. The Company monitors its
reserve for loan losses to total loans ratio on a monthly basis
in order to maintain a ratio within internally defined guidelines
of 1.15% to 1.65%.
<PAGE>
OTHER INCOME
Other income for the six months ended June 30, 2000 was
$16.6 million, an increase of $3.8 million, or 30.1%, over the
same period last year. Other income for the second quarter of
2000 was $8.3 million, an increase of $1.4 million, or 21.2%,
over the same quarter of 1999. The increase in other income
resulted from an increase in fee based income from non-bank
subsidiaries providing trust fees, mortgage loan income,
computer sales and service fees and investment management fees.
OTHER EXPENSE
Other expense for the six months ended June 30, 2000
was $52.8 million, an increase of $16.8 million, or 46.6%, over
the same period last year. For the second quarter of 2000, other
expense was $20.3 million, an increase of $ 1.7 million, or 9.2%
over the comparable quarter in 1999. This increase was
due to the consolidation/repositioning/pooling expenses,
increased salaries and benefits expenses, depreciation expense
and other non-interest expenses. The Company's overall
efficiency ratio declined during the first six months of 2000 to
81.0% compared to 63.1% for the first six months in 1999,
primarily due to consolidation/repositioning/pooling expenses.
INCOME TAX EXPENSE
Income tax expense for the six months ended June 30, 2000
and June 30, 1999 was $4.0 million and $6.2 million,
respectively. The effective tax rates for those periods were
41.3% and 35.7%, respectively. The effective tax rate for 2000
was higher due to the one-time pooling costs, which were mainly
non-deductible for tax purposes. Income tax expense for the three
months ended June 30, 2000 and June 30, 1999 was $3.8 million and
$3.1 million, respectively. The effective tax rates for those
periods were 37.4% and 35.1%, respectively.
ACCOUNTING AND FINANCIAL REPORTING
The Financial Accounting Standards Board (FASB) issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities in June 1998. SFAS No. 133, as amended by SFAS 137
and SFAS 138, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and
measure those instruments at fair value. This Statement is
effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. Management believes adoption of SFAS No. 133
will not have a material effect on the Company's financial
position or results of operations, nor will adoption require
additional capital resources.
The FASB recently issued Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation". The
Interpretation, which is effective July 1, 2000, clarifies the
application of APB Opinion No. 25 "Accounting for Stock Issued
to Employees". Management does not expect that the Interpretation
will have a significant impact on the Company's financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 <PAGE> 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 asset/liability modeling service to analyze each
Bank's current gap position. The system simulates the Banks'
asset and liability base and projects future net interest income
results under several interest rate assumptions. The Company
strives to maintain an aggregate gap position such that changes
in interest rates will not affect net interest income by more
than 10% in any twelve-month period. The Company has not engaged
in derivative transactions for its own account.
The following table indicates that, at June 30, 2000, in the
event of a sudden and sustained increase in prevailing market
rates, the Companies net interest income would be expected to
increase, while a decrease in rates would indicate a decrease in
income.
Percent
Changes in Interest Net Interest Change
Rates Income Actual Change Actual
200 basis point rise $95,667,000 $2,972,000 3.2%
100 basis point rise $93,866,000 1,171,000 1.3%
Base Rate Scenario 92,695,000 -- -
100 basis point decline 90,090,000 ($2,605,000) -2.8%
200 basis point decline 87,109,000 ($5,586,000) -6.0%
YEAR 2000
The Company experienced no significant difficulties or
problems in relation to the Year 2000. While the Company does
not expect to encounter any difficulties or problems in the
future, the Company has a contingency plan in place to deal with
the Year 2000.
PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Parade of Toys -
Gold Bank (formerly Exchange National Bank) is one of
several named defendants in a number of lawsuits arising out of
the same circumstances. The litigation was brought on behalf of
persons who purchased distributorships from an entity known as
Parade of Toys ("Parade"). Gold Bank was included on trade
reference sheets that listed other banks with whom a principal of
Parade had done business. Plaintiffs allege that they contacted
some of the persons listed on the trade reference sheets and that
the trade reference defendants made false and misleading
representations on which plaintiffs relied to their detriment.
Their current claims include theories of fraud, negligent
misrepresentations, civil conspiracy, and negligence.
Plaintiffs commenced the litigation in May 1997 as a
putative class action in the District Court of Johnson County,
Kansas. They then obtained an order dismissing the case without
prejudice and, in September 1997, refiled in the United States
District Court for the District of Kansas. After the federal
court denied class certification and ruled that multiple
plaintiffs could not join in a single action, plaintiffs obtained
an order dismissing all claims without prejudice. They then
reinitiated certain of their claims in state court in Johnson
County, Kansas. Plaintiffs have now refiled a total of 263
individual actions in which Gold Bank is a defendant. The
majority of these actions allege damages that range between
$18,000 and $26,000.
<PAGE>
On July 26, 2000, the Johnson County District Court ruled,
in granting Gold Bank's Motion for Summary Judgment, that a
plaintiff who had no contact with the Bank has no viable claims
for fraud, negligent misrepresentation, or negligence. The court
also ruled that there was no evidence to support a conspiracy
claim against the Bank.
The state court's Case Management Order provides that a
decision on any motion addressing the issues ruled on in the
Bank's Motion for Summary Judgment shall apply to all cases.
Only 53 of the 263 plaintiffs who have sued Gold Bank alleged
that they had any contact with the Bank.
Gold Bank denies any liability and intends to continue
vigorously defending remaining claims against it. Neither the
Bank nor its counsel is able to estimate the Bank's potential
range of monetary exposure, if any, or to predict the likely
outcome of these matters.
Regional Holding Company -
In June 2000, Gold Banc Corporation, Inc. ("the Company")
has commenced an arbitration proceeding before the American
Arbitration Association against Brad D. Ives, David W. Murrill
and Robert E. McGannon ("Respondents") relating to the Company's
acquisition of Regional Holding Company, Inc. ("Regional
Holding"). The Company purchased all of the capital stock of
Regional Holding from Respondents on August 2, 1999 for a
purchase price of approximately $13.2 million, pursuant to a
Stock Purchase Agreement, dated July 1, 1999 (the "Stock Purchase
Agreement"), between the Company, Regional Holding and the
Respondents.
The Company has asserted a contractual claim against
Respondents for breach of their representations and warranties
regarding the financial condition of Regional Holding. The
Company's claim is that prior to the closing date there was a
material adverse change in the financial condition and earnings
of Regional Holding that Respondents failed to disclose.
Respondents are obligated to indemnify the Company for
damages resulting from the breach of their representations and
warranties. The Company has prayed for damages in the amount of
$6.5 million and for its attorney's fees, costs and other
expenses incurred in the arbitration proceeding.
Respondents have answered the Company's claim and have
denied that the Company is entitled to any of the relief
requested.
In addition, each Respondent has asserted a counterclaim
against the Company for breach of certain Non-Negotiable
Promissory Notes (collectively the "Notes") that were issued to
each Respondent as part of the purchase price in the Regional
Holding acquisition. The Notes totaled $4,080,000.00. The
Respondent's claim they have made a demand for payment and that
such payment has not been made in accordance with the terms of
the respective Notes. The Respondents have prayed for repayment
of the entire principal balance of the Notes, plus accrued
interest on the Notes, plus all attorney's fees, costs and
expenses incurred in asserting their claims. Respondents are
also seeking a declaratory judgment that the Company is not
entitled to set-off its claim against the Notes and that payments
under the Notes are due immediately, or in the alternative, that
payments due under the Notes should be paid into an escrow
account pending resolution of the claims.
The Respondents have also asserted a counterclaim for fraud
against the Company making unspecified claims that the Company
failed to disclose material information and made
misrepresentations in connection with the issuance of the Notes.
The Respondents have prayed for compensatory monetary damages and
punitive damages with respect to the fraud claim. The company
denies Respondent's fraud claim.
The Company has also given Respondents a notice invoking an
alternative dispute resolution procedure ("ADR Procedure")
specified in Section 2.3 of the Stock Purchase Agreement. The
ADR Procedure provides a mechanism for resolving disputes over
the application of generally accepted accounting principals to
the financial statements of Regional Holding. The accounting
dispute affects the contract formula for calculating the
purchase price. The Company has demanded that the Respondents
join in submitting the accounting dispute to Ernst & Young LLP,
in accordance with the terms of ADR Procedures specified in the
Stock Purchase Agreement. Respondents have refused to join with
the Company in submitting the dispute to Ernst & Young and are
seeking, in their answer to the Company's demand for arbitration,
a declaratory judgment that the Company failed to proceed timely
under ADR Procedures of the Stock Purchase Agreement.
The Company believes that its claims are strong and that
Respondent's claims are without merit. Because the arbitration
has just begun, neither the Company nor its counsel can predict
the likely outcome of the proceeding.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On April 26, 2000, the Company held its Annual Meeting
of Stockholders. The following items were submitted at the
Annual Meeting for consideration by the stockholders.
ITEM 1 - ELECTION OF DIRECTORS
Two Class I directors, Malcolm M. Aslin and William F. Wright,
were elected at the Annual Meeting for terms expiring in 2003.
Voting results were as follows:
Malcolm M. Aslin William F. Wright
23,400,171 votes or 99.5% FOR 23,429,379 votes or 99.6% FOR
106,098 votes or .5% AGAINST 76,890 votes or .4% AGAINST
0 votes or 0% ABSTAINED 0 votes or 0% ABSTAINED
0 votes or 0% UNVOTED 0 votes or 0 % UNVOTED
Class II Directors continuing in office are Keith E. Bouchey and
Allen D. Petersen. Class II Directors' terms expire in 2001.
Class III Directors continuing in office are Michael W. Gullion,
William Wallman and William R. Hagman, Jr. Class III Directors'
terms expire in 2002.
ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
The Audit Committee recommended the reappointment of KPMG LLP as
the independent auditors for the Company. Item 2 was approved
with the following results:
23,310,896 votes or 99.2% FOR
138,385 votes or .6% AGAINST
56,988 votes or .2% ABSTAINED
0 votes or 0% UNVOTED
<PAGE>
ITEM 3 - INCREASE SHARES HELD BY THE 1996 EQUITY COMPENSATION
PLAN.
The Board of Directors requested approval from shareholders to
increase the aggregate number of shares of the Company's common
stock available for grants of stock options or other awards under
the Equity Compensation Plan by 2.0 million to a total of 2.5
million shares. Item 3 was approved with the following voting
results:
14,847,012 votes or 63.2% FOR
1,190,425 votes or 5.1% AGAINST
188,049 votes or .8% ABSTAINED
7,280,783 votes or 30.9% UNVOTED
ITEM 5: OTHER INFORMATION
On April 26, 2000, the Company's Board of Directors
appointed three additional directors. D. Patrick Curran was
appointed as a Class I director of the Company. Class I
directors term expires in 2003. Don C. McNeill and J. Gary
Russ were appointed as Class II directors of the Company.
Class II directors term expires in 2001.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION
S-K
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company filed the following two Current Reports on
Form 8-K during the second quarter of 2000:
(1) Form 8-K filed on May 2, 2000, reporting under Item 5.
(2) Form 8-K filed on June 2, 2000, reporting under Item 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GOLD BANC CORPORATION, INC.
Date: August 14, 2000 By:/s/ David Phillips
David Phillips
Principal Accounting Officer
(Authorized officer and principal financial officer of the
registrant)
<PAGE>
