UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

ý                       ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year end 12/31/2001

OR

o                       TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                            to                           

Commission file number 000-26335

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Team Financial, Inc.

Employee Stock Ownership Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Team Financial, Inc.

Employee Stock Ownership Plan

8 West Peoria Street

Paola, Kansas 66071

 

TEAM FINANCIAL, INC.
EMPLOYEES’ STOCK OWNERSHIP PLAN

Financial Statements and Schedules

December 31, 2001 and 2000

(With Independent Auditors’ Report Thereon)

 

 

 

Independent Auditors’ Report

To the Plan Advisory Committee of the
Team Financial, Inc. Employees’ Stock
Ownership Plan of Team Financial, Inc:

We have audited the accompanying statements of net assets available for plan benefits of the Team Financial, Inc. Employees’ Stock Ownership Plan as of December 31, 2001 and 2000 and the related statements of changes in net assets available for plan benefits for the years ended December 31, 2001, 2000, and 1999. 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 auditing standards generally accepted in the United States of America. 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 the Team Financial, Inc. Employees’ Stock Ownership Plan as of December 31, 2001 and 2000 and the changes in net assets available for plan benefits for the years ended December 31, 2001, 2000, and 1999, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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 schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

June 2, 2002

 

 

2

 

TEAM FINANCIAL, INC.

EMPLOYEES’ STOCK OWNERSHIP PLAN

 

Statements of Net Assets Available for Plan Benefits

 

December 31, 2001 and 2000

 

		2001			2000
Assets:
Cash		$	145,716		36,689
Investments, at fair value:
Common stocks:
Team Financial, Inc.		10,116,898			8,751,967
Other		592,313			675,094
U. S. government agency obligations		69,698			200,289
Interest and dividends  receivable		59,493			119,775
Net assets available for plan benefits		$	10,984,118		9,783,814

 

See accompanying notes to financial statements.

 

 

3

 

TEAM FINANCIAL, INC.

EMPLOYEES’ STOCK OWNERSHIP PLAN

 

Statements of Changes in Net Assets Available for Plan Benefits

 

For the years ended December 31, 2001, 2000, and 1999

 

		2001			2000		1999
Additions to net assets attributed to:
Appreciation (depreciation) in fair value of investments		$	1,744,679		(2,496,650	)	(2,943,050	)
Dividend income		249,237			257,372		269,730
Contributions from employer		375,000			340,500		300,244
Interest income		13,403			26,574		49,749
Transfers from other plan		—			53,910		1,245,161
Net additions		2,382,319			(1,818,294	)	(1,078,166	)
Deductions from net assets attributed to:
Distributions to participants		1,182,000			1,148,826		3,007,172
Interest expense		—			—		25,245
Administrative expenses		15			22		14,890
Total deductions		1,182,015			1,148,848		3,047,307
Increase (decrease) in net assets  available for plan benefits		1,200,304			(2,967,142	)	(4,125,473	)
Net assets available for plan benefits:
Beginning of year		9,783,814			12,750,956		16,876,429
End of year		$	10,984,118		9,783,814		12,750,956

 

See accompanying notes to financial statements.

 

 

4

 

TEAM FINANCIAL, INC.

EMPLOYEES’ STOCK OWNERSHIP PLAN

 

Notes to Financial Statements

 

December 31, 2001 and 2000

 

(1)                     Summary of Significant Accounting Policies

Organization

The Team Financial, Inc. Employees’ Stock Ownership Plan (the Plan) has been adopted by Team Financial, Inc. and its affiliates (Team Financial): TeamBank N.A., Colorado Springs National Bank, and Community Bank. The Plan is administered by Team Financial as Plan Administrator and Trustee.

On June 21, 1999, Team Financial completed an initial public offering of its common stock. As part of the initial public offering, the Plan sold 300,000 shares of Team Financial stock. Net proceeds of $3,139,000 were used to repay debt and to reinvest in other common stock investments.

General

The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The following description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

Basis of Presentation

The accompanying financial statements have been prepared on an accrual basis in conformity with accounting principles generally accepted in the United States of America and present net assets available for plan benefits and changes in those net assets. Dividend income is accrued on the ex-dividend date. Purchases and sales of investments are recorded on a trade-date basis. Realized gains and losses from security transactions are reported on the average cost method.

Income Taxes

The Plan has received a favorable determination letter, dated April 19, 2001, from the Internal Revenue Service indicating that it is qualified under Section 401(a) of the Internal Revenue Code and, therefore, the related trust is exempt from tax under Section 501(a) of the Internal Revenue Code. The Plan Administrator is not aware of any activity or transactions that may adversely affect the qualified status of the Plan.

Use of Estimates

The Plan utilizes a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

(2)                     Merger

In December 1999, Team Financial acquired ComBankshares, Inc. and its wholly owned subsidiary, Community Bank. In conjunction with the acquisition, ComBankshares, Inc. Employee Stock Ownership Plan was merged into the Plan. The total assets transferred to the Plan at fair value were $1,245,161, consisting primarily of 3,465 shares of ComBankshares common stock, which was exchanged for 102,330 shares of Team Financial common stock. During 2000, the Plan received assets of $53,910 in connection with the final settlement of the merger with Community Bank’s Employee Stock Ownership Plan.

 

 

5

 

(3)                     Investment Policy and Contributions

Contributions to fund the Plan are determined by Team Financial’s Board of Directors. Contributions may be made in cash, common stock, or other investments as determined by the Board of Directors. Team Financial may make a contribution up to 15% of the compensation paid to participating employees during the Plan year. Pursuant to certain limitations set forth in the Internal Revenue Code, Team Financial may contribute additional amounts of up to 10% of the total compensation of all participants to apply to a principal repayment on the borrowings incurred for the purpose of acquiring common stock, and/or an amount without limitation if it is to be applied to the repayment of interest on borrowings incurred for the purpose of acquiring common stock.

During 2001, Team Financial contributed 50,000 shares of Team Financial common stock to the Plan. The fair value of these shares totaled $375,000 at the date of contribution. During 2000, Team Financial contributed 45,600 shares of Team Financial common stock to the Plan. The fair value of these shares totaled $340,500 at the date of contribution.

The Plan does not permit contributions by participants.

(4)                     Provisions of the Plan

All employees are eligible to become participants of the Plan on the January 1 or July 1 following the later of six months of employment or age nineteen.

With limited exceptions, an employee must complete 1,000 hours of service during the Plan year and must be employed by the employer on the last day of the Plan year to be entitled to an allocation of Team Financial contributions. Contributions are allocated based upon vesting percentages as shown below:

 

 

6

 

Participants are eligible for benefit distributions following death, disability, retirement, or other termination of employment. When a participant’s employment is terminated because of retirement, permanent disability, or death, then, unless the participant elects otherwise, the distributions of the participant’s account must commence not later that one-year after the close of the Plan year in which the event occurs. When a participant’s employment is terminated for any other reason, the form of the distribution depends on the balance in the participant’s account. If the vested balance is less than $5,000, the Plan will distribute that amount, in a lump sum, in the Plan year following the Plan year in which the participant terminates. If the vested account balance exceeds $5,000, then, unless the participant elects otherwise, the Plan will generally commence distributions of such amount in the Plan year following the date of termination. Distributions may be in a lump sum or installments. Generally, the portion of a participant’s account invested in Team Financial common stock will be distributed in the form of Team Financial common stock, and the remaining portion of the participant’s account will be distributed at the participant’s election, either in the form of Team Financial common stock or cash. Additionally, vested benefits may be paid to a participant if the participant reaches age sixty or if the participant reaches age fifty-five and has participated in the Plan for at least ten years.

Forfeitures are allocated to the account of each participant in the same manner as Company contributions.

(5)                     Investments

The Plan’s investments are stated at fair value, determined by quoted market prices.

The following presents the investment that represented 5% or more of the Plan’s net assets:

 

The investment in Team Financial common stock represents approximately 28% and 32% of the outstanding common stock of Team Financial at December 31, 2001 and 2000, respectively.

During 2001, 2000, and 1999, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

 

7

 

Schedule 1

TEAM FINANCIAL, INC.

EMPLOYEES’ STOCK OWNERSHIP PLAN

 

Schedule of Assets Held for Investment Purposes at End of Year

 

December 31, 2001

 

Units		Description of investment		Fair value			Historical cost
		Common stock:
1,177,753		Team Financial, Inc.*		$	10,116,898		5,456,992
1,000		Abbot Laboratories		55,750			37,775
600		AOL Time Warner, Inc.		19,260			40,702
800		AT&T Corporation		14,512			27,992
257		AT&T Wireless		3,693			8,038
500		Bristol Myers Squibb Company		25,500			35,398
1,000		Cisco Systems, Inc.		18,110			35,926
1,066		Citigroup, Inc.		53,812			39,909
400		Clorox Company		15,820			16,614
500		Coca-Cola Company		23,575			24,694
400		EMC Corporation		5,376			14,029
1,792		Exxon Mobile Corporation		70,426			66,535
500		Fannie Mae		39,750			33,976
750		Gillette Company		25,050			28,203
700		Intel Corporation		22,015			28,309
600		Lucent Technologies, Inc.		3,780			34,856
700		McDonalds Corporation		18,529			31,007
400		Merck & Co., Inc.		23,520			30,872
600		Microsoft Corporation		39,750			48,087
400		Nokia		9,812			19,240
1,050		Pfizer, Inc.		41,842			32,960
500		SBC Communications, Inc.		19,585			25,131
1,000		Walgreen Corporation		33,660			27,108
525		WorldCom, Inc.		7,392			28,557
21		WorldCom, Inc. WorldCom Group		267			1,155
50		Zimmer Holdings, Inc.		1,527			1,794
		Total common stock		10,709,211			6,175,859
		U. S. government agency obligations:
69,538		Government National MortgageAssociation, 6.50%		69,698			69,886
		Total assets held for investment purposes		$	10,778,909		6,245,745

 

* Team Financial, Inc. is a party-in-interest to the Plan.

 

See accompanying independent auditors’ report.

 

 

8

 

Schedule 2

TEAM FINANCIAL, INC.

EMPLOYEES’ STOCK OWNERSHIP PLAN

 

Schedule of Reportable Transactions

 

Year ended December 31, 2001

 

Description of assets		Purchase price			Selling price		Expense incurred with transactions		Cost of asset		Current value of asset on transaction date		Net gain
Cash equivalents		$	1,798,417		—		—		1,798,417		1,798,417		—
Cash equivalents		—			1,689,389		—		1,689,389		1,689,389		—
Team Financial, Inc.
common stock		375,000			—		—		375,000		375,000		—
Team Financial, Inc.
common stock		—			857,696		—		552,148		857,696		305,548

 

See accompanying independent auditors' report.

 

 

9