SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-28936
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
GOLD BANC CORPORATION, INC. EMPLOYEES' 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
GOLD BANC CORPORATION, INC.
11301 Nall Avenue
Leawood, Kansas 66211
REQUIRED INFORMATION
The financial statements and schedules of Gold Banc Corporation, Inc. Employees'
401(K) Plan (the "Plan") for the fiscal year ended December 31, 2003, required
pursuant to this Form 11-K, prepared in accordance with the financial reporting
requirements of ERISA are included herewith (pages 4 through 12). An index to
exhibits can be found on page 3. A written consent of the accountant required
with respect to the incorporation by reference of the foregoing financial
statements of the Plan is included herewith as Exhibit 23.1 (page 13).
Page 1 of 13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the Plan) has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
By: Gold Banc Corporation, Inc.,
Plan Administrator
By: /s/ Rick J. Tremblay
------------------------------------
Rick J. Tremblay
Chief Financial Officer
Dated: June 29, 2004
Page 2 of 13
Exhibit Index
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Exhibit
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23.1 Independent Auditor's Consent
Page 3 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
Financial Statements and Supplemental Schedule
December 31, 2003 and 2002
(With Report of Independent Registered Public Accounting Firm Thereon)
Page 4 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
Table of Contents
Page
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2003 and 2002 3
Notes to Financial Statements 4
Supplemental Schedule
1 Schedule H, item 4i--Schedule of Assets (Held at End of Year) as
of December 31, 2003 8
Page 5 of 13
Report of Independent Registered Public Accounting Firm
The Board of Directors
Gold Banc Corporation, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Gold Banc Corporation, Inc. Employees' 401(k) Plan (the Plan) as
of December 31, 2003 and 2002, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the 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 financial statements
referred to above present fairly, in all material respects, the net assets
available for plan benefits of Gold Banc Corporation, Inc. Employees' 401(k)
Plan as of December 31, 2003 and 2002, and the changes in net assets available
for plan benefits for the years then ended, in conformity with U.S. generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
Kansas City, Missouri
May 21, 2004
Page 6 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2003 and 2002
2003 2002
----------- -----------
Assets:
Investments $ 15,565,199 9,991,092
Cash and cash equivalents 2,929 2,100
Receivables:
Employer contributions 76,690 89,172
Participant contributions 102,149 94,237
----------- -----------
Total receivables 178,839 183,409
----------- -----------
Net assets available for plan
benefits $ 15,746,967 10,176,601
=========== ===========
See accompanying notes to financial statements.
Page 7 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2003 and 2002
2003 2002
----------- -----------
Additions to net assets attributable to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ 2,759,501 (1,898,607)
Interest and dividends 122,338 97,129
----------- -----------
Total investment gain (loss) 2,881,839 (1,801,478)
Contributions:
Participants 2,620,975 2,359,182
Employer 824,989 753,281
Rollovers 379,068 1,063,076
----------- -----------
Total additions 6,706,871 2,374,061
Deductions from net assets attributable to:
Distributions to participants 1,128,920 846,267
Administrative expenses 7,585 965
----------- -----------
Net increase 5,570,366 1,526,829
Net assets available for plan benefits:
Beginning of year 10,176,601 8,649,772
----------- -----------
End of year $ 15,746,967 10,176,601
=========== ===========
See accompanying notes to financial statements.
Page 8 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis and present the net assets available for plan benefits and changes in
those net assets.
General
The Gold Banc Corporation, Inc. Employees' 401(k) Plan (the Plan) is a
defined contribution plan established July 1, 1995, for the eligible
employees of Gold Banc Corporation, Inc. (the Company) and its wholly owned
subsidiaries, (collectively, the Companies). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The following brief description of the Plan is provided for general
information only. Participants should refer to the plan agreement for more
complete information.
Contributions
Employees over 21 years old become eligible to enter the Plan upon
completion of one hour of service. Participants are not taxed on their
contributions up to the maximum permitted under applicable sections of the
Internal Revenue Code until they receive distributions from the Plan. Once
eligible, participants may enter the Plan on the first day of each calendar
quarter.
Participants may elect to contribute up to $12,000 of their compensation
received during the Plan's fiscal year. The Companies may elect to make a
discretionary contribution to the Plan. During 2003 and 2002, the Companies
elected to match 50% of each participant's salary deferral, up to 5% of each
participant's plan year compensation. Participants direct the investment of
their contributions and the employer contribution into various investment
options offered by the Plan. The Companies' contributions are limited to
amounts that are allowable as a deduction for Federal income tax purposes.
The Companies' discretionary contributions for the years ended December 31,
2003 and 2002, were $824,989 and $753,281, respectively.
Benefits
Upon termination of employment, participants receive a lump-sum payment of
their benefits if the amount is less than $5,000. If the amount is greater
than $5,000, the participant may elect to maintain their benefits in the
Plan through the normal retirement age, transfer benefits to another plan,
or withdraw any balance less than or equal to their vested benefits as soon
as administratively possible following termination with the employer.
Participants' Notes Receivable
Participants may borrow the lesser of (a) $50,000 or (b) 50% of the
participant's vested account balance from their fund accounts. The minimum
that may be borrowed is $1,000. Loans to participants bear interest equal to
a commercially reasonable rate as established by the Plan (4.00% to 9.50% as
of December 31, 2003).
Page 9 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
Plan Termination
Although it has expressed no intention to do so, the Company has the right
to discontinue its contributions at any time and to terminate the Plan
subject to the provisions set forth in ERISA. In the event of plan
termination, participants will become 100% vested in their accounts.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contribution and (b) plan earnings.
Allocations are based on participant earnings or account balances, as
defined. Forfeited balances of terminated participants' nonvested accounts
are distributed as an additional employer discretionary contribution for
that plan year. At December 31, 2003 and 2002, forfeited nonvested accounts
totaled $76,104 and $29,552, respectively. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's discretionary contribution
portion of their accounts plus actual earnings thereon is based on years of
credited service. A participant is 100% vested after six years of credited
service.
Vested
percentage of
company
Years of service contributions
----------------------------- -------------
Less than one year 0%
One year but less than two 10
Two years but less than three 20
Three years but less than four 40
Four years but less than five 60
Five years but less than six 80
Six years or more 100
Administrative Expenses
The plan sponsor pays for all administrative expenses of the Plan, except
for a quarterly loan fee of $12.50 per loan and a distribution fee of $25
per distribution, which is paid by the Plan from plan assets.
Use of Estimates
The preparation of the Plan's financial statements in conformity with U. S.
generally accepted accounting principles requires the plan administrator to
make significant estimates and assumptions that affect the reported amounts
of net assets available for plan benefits at the date of the financial
statements and the changes in net assets available for plan benefits during
the reporting period and, when applicable, disclosures of contingent assets
and liabilities at the date of the financial statements. Actual results
could differ from these estimates.
Page 10 of 13
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(K) PLAN
Notes to Financial Statements
December 31, 2003 and 2002
(2) Investments
Shares of mutual funds, Company common stock, and all other investments are
stated at fair value based on quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
At December 31, 2003 and 2002, investments that exceeded 5% of the net
assets available for plan benefits on such dates were:
2003 2002
------------- -----------
Federated MaxCap 500 Index Fund $ 1,878,366 1,281,920
American Century Balanced Advisor Fund 1,397,119 922,537
Janus Advisor Growth Fund 1,275,423 881,903
Gold Bank Equity Fund 1,761,137 878,162
Janus Advisor Money Market Fund 889,033 844,515
Fidelity Advisor Equity Growth Fund 990,553 604,627
Janus Advisor Worldwide Fund -- 551,626
Janus Advisor Capital Appreciation Fund 834,909 532,053
Gold Banc Corporation, Inc. common stock 1,182,840 --
During 2003 and 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by approximately:
2003 2002
------------- -----------
Mutual funds $ 2,428,000 (1,999,000)
Common stocks and other investments 332,000 100,000
------------- -----------
$ 2,760,000 (1,899,000)
(3) Related Party Transactions
As of December 31, 2003 and 2002, the Plan's investment portfolio includes
an investment in 84,128 and 51,041 shares of common stock of the Company, a
party-in-interest to the Plan, which is valued at $1,182,840 and $506,329,
respectively.
As of December 31, 2003, the Plan's investment portfolio includes
investments in the Gold Bank Money Market Fund and the Gold Bank Equity Fund
totaling $400,610 and $1,761,137, respectively. Such mutual funds are
managed by a wholly owned subsidiary of the Company, a party-in-interest to
the Plan.
Page 11 of 13
(4) Income Taxes
The Plan has received a favorable determination letter from the Internal
Revenue Service, dated August 30, 2001, indicating that it met the
requirements of the Internal Revenue Code. Under current tax regulations,
the contributions made by the Company and each of its participating
subsidiaries for the benefit of employees are not required to be included in
the employee's income until the year or years in which they are distributed
or made available to them.
Page 12 of 13
Schedule 1
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(k) PLAN
Schedule H, item 4i--Schedule of Assets (Held at End of Year)
December 31, 2003
Fair
Asset Description value
--------------------------------------------- ---------------------------------------- ---------------
Mutual funds:
AIM Small Cap Growth (GTSAX) 3,287 shares of a mutual fund $ 84,512
American Century Balanced Advisor (TWBAX) 91,256 shares of a mutual fund 1,397,119
Federated Int'l Small Company C (ISCCX) 25,894 shares of a mutual fund 555,172
Federated MaxCap 500 Index (FMXSX) 83,594 shares of a mutual fund 1,878,366
Fidelity Advisor Equity Growth T (FAEGX) 22,250 shares of a mutual fund 990,553
Fidelity Advisor Mid Cap (FMCAX) 17,948 shares of a mutual fund 402,214
Fidelity Advisor Value Strategies (FASPX) 2,530 shares of a mutual fund 80,010
Fidelity Advisor Technology (FATEX) 3,975 shares of a mutual fund 62,088
Gold Bank Equity Fund (GLDEX)* 150,291 shares of a mutual fund 1,761,137
Goldman Sachs Capital Growth A (GSCGX) 38,260 shares of a mutual fund 707,039
Invesco Technology Inv. (FTCHX) 27,800 shares of a mutual fund 684,157
Janus Advisor Capital Appreciation (JARTX) 39,179 shares of a mutual fund 834,909
Janus Advisor Growth (JGORX) 64,415 shares of a mutual fund 1,275,423
Janus Advisor Worldwide (JWGRX) 29,182 shares of a mutual fund 770,123
Oppenheimer Limited-Term Govt. (OLTCX) 54,711 shares of a mutual fund 561,334
PIMCO High Yield (PHDBX) 62,403 shares of a mutual fund 609,677
Strong Advisor U.S. Value Z (SEQIX) 14,097 shares of a mutual fund 250,502
------------
Total mutual funds 12,904,335
------------
Common stock:
Gold Banc Corporation, Inc. (GLDB)* 84,128 shares of common stock 1,182,840
Qualcomm, Inc. (QCOM) 400 shares of common stock 21,572
Sprint Corporation (FON Group) 1,000 shares of common stock 16,420
Unison Bancorp 2,002 shares of common stock 25,000
-------------
Total common stock 1,245,832
-------------
Money market accounts:
Alliance Capital Money Market 15,831 shares of a money market fund 15,831
Janus Advisor Money Market (JAMXX) 889,033 shares of a money market fund 889,033
Gold Bank Money Market (GLDXX)* 400,610 shares of a money market fund 400,610
-------------
-------------
Total money market accounts 1,305,474
-------------
Participant loans Participant loans bearing interest at 4.00% 109,558
to 9.50%, maturing through 2017
-------------
Total investments $ 15,565,199
=============
* Indicates party-in-interest to the Plan.
See accompanying report of independent registered public accounting firm.
Page 13 of 13