What changed in this filing

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Item 1. Financial Statements

2021-08-09 compared with 2021-05-06 · 158 added, 161 removed, 1456 unchanged (18% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Financial Condition

(Dollars in Thousands, Except Share and Per Share Data) March 31, 2021 September 30, 2020

(Dollars in Thousands, Except Share and Per Share Data) June 30, 2021 September 30, 2020

ASSETS (Unaudited) (Audited)

34 unchanged sentences

STOCKHOLDERS’ EQUITY

Preferred stock, 3,000,000 shares authorized, no shares issued and no shares outstanding at March 31, 2021 and September 30, 2020, respectively

Preferred stock, 3,000,000 shares authorized, no shares issued and no shares outstanding at June 30, 2021 and September 30, 2020, respectively

Common stock, $ 0.01 par value;

90,000,000 shares authorized, 32,128,403 and 34,479,164 shares issued, 31,926,008 and 34,360,890 shares outstanding at March 31, 2021 and September 30, 2020, respectively

90,000,000 shares authorized, 32,123,004 and 34,479,164 shares issued, 31,919,780 and 34,360,890 shares outstanding at June 30, 2021 and September 30, 2020, respectively

Common stock, Nonvoting, $ 0.01 par value;

3,000,000 shares authorized, no shares issued, none outstanding at March 31, 2021 and September 30, 2020, respectively

3,000,000 shares authorized, no shares issued, none outstanding at June 30, 2021 and September 30, 2020, respectively

Additional paid-in capital 602,720 594,569

1 unchanged sentence

Accumulated other comprehensive income 15,222 17,542

Treasury stock, at cost, 202,395 and 118,274 common shares at March 31, 2021 and September 30, 2020, respectively

Treasury stock, at cost, 203,224 and 118,274 common shares at June 30, 2021 and September 30, 2020, respectively

( 5,696 ) ( 3,677 )

7 unchanged sentences

Condensed Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands, Except Share and Per Share Data) 2021 2020 2021 2020

35 unchanged sentences

Income before income tax expense 44,793 16,851 138,626 99,005

Income tax expense 1,133 5,617 4,665 6,297

Income tax expense (benefit) 4,934 ( 2,426 ) 9,600 3,870

Net income before noncontrolling interest 39,859 19,277 129,026 95,135

8 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020 2021 2020

1 unchanged sentence

Other comprehensive income (loss):

Change in net unrealized (loss) on debt securities ( 9,923 ) ( 2,079 ) ( 7,077 ) ( 5,492 )

Change in net unrealized gain (loss) on debt securities 3,081 8,067 ( 3,996 ) 2,576

Net (gain) realized on investment securities — — ( 6 ) —

2 unchanged sentences

Deferred income tax effect 789 2,021 ( 990 ) 651

Total other comprehensive (loss) ( 7,310 ) ( 2,241 ) ( 4,733 ) ( 4,685 )

Total other comprehensive income (loss) 2,413 6,341 ( 2,320 ) 1,656

Total comprehensive income 42,272 25,618 126,706 96,791

7 unchanged sentences

Stockholders' Equity

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Earnings Accumulated

3 unchanged sentences

Equity Noncontrolling Interest Total Equity

Balance, December 31, 2020

Balance, March 31, 2021

$ 319 $ 601,222 $ 225,471 $ 12,809 $ ( 5,655 ) $ 834,166 $ 1,092 $ 835,258

3 unchanged sentences

Stock compensation — 1,498 — — — 1,498 — 1,498

Total other comprehensive (loss) — — — ( 7,310 ) — ( 7,310 ) — ( 7,310 )

Total other comprehensive income — — — 2,413 — 2,413 — 2,413

Net income — — 38,701 — — 38,701 1,158 39,859

Net investment by (distribution to) noncontrolling interests — — — — — — ( 760 ) ( 760 )

Balance, March 31, 2021

Balance, June 30, 2021

$ 319 $ 602,720 $ 262,578 $ 15,222 $ ( 5,696 ) $ 875,143 $ 1,490 $ 876,633

Balance, December 31, 2019 $ 372 $ 587,678 $ 244,005 $ 3,895 $ ( 3,187 ) $ 832,763 $ 4,305 $ 837,068

Three Months Ended June 30, 2020

Balance, March 31, 2020 $ 346 $ 590,682 $ 212,027 $ 1,654 $ ( 3,397 ) $ 801,312 $ 3,762 $ 805,074

Cash dividends declared on common stock ($ 0.05 per share)

3 unchanged sentences

Stock compensation — 1,923 — — — 1,923 — 1,923

Total other comprehensive (loss) — — — ( 2,241 ) — ( 2,241 ) — ( 2,241 )

Total other comprehensive income — — — 6,341 — 6,341 — 6,341

Net income — — 18,190 — — 18,190 1,087 19,277

Net investment by (distribution to) noncontrolling interests — — — — — — ( 1,062 ) ( 1,062 )

Balance, March 31, 2020

Balance, June 30, 2020

$ 346 $ 592,693 $ 228,500 $ 7,995 $ ( 3,412 ) $ 826,122 $ 3,787 $ 829,909

1 unchanged sentence

Stockholders' Equity

Six Months Ended March 31, 2021

Nine Months Ended June 30, 2021

Earnings Accumulated

15 unchanged sentences

Net investment by (distribution to) noncontrolling interests — — — — — — ( 2,882 ) ( 2,882 )

Balance, March 31, 2021

Balance, June 30, 2021

$ 319 $ 602,720 $ 262,578 $ 15,222 $ ( 5,696 ) $ 875,143 $ 1,490 $ 876,633

Six Months Ended March 31, 2020

Nine Months Ended June 30, 2020

Balance, September 30, 2019

7 unchanged sentences

Stock compensation — 8,320 — — — 8,320 — 8,320

Total other comprehensive (loss) — — — ( 4,685 ) — ( 4,685 ) — ( 4,685 )

Total other comprehensive income — — — 1,656 — 1,656 — 1,656

Net income — — 91,562 — — 91,562 3,573 95,135

Net investment by (distribution to) noncontrolling interests — — — — — — ( 3,833 ) ( 3,833 )

Balance, March 31, 2020

Balance, June 30, 2020

$ 346 $ 592,693 $ 228,500 $ 7,995 $ ( 3,412 ) $ 826,122 $ 3,787 $ 829,909

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended March 31,

Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020

18 unchanged sentences

Loans held for sale ( 9,804 ) ( 4,069 )

Leases receivable and equipment ( 360 ) ( 1,893 )

Lease receivables and equipment ( 1,076 ) ( 2,302 )

Other assets ( 3,742 ) ( 20,623 )

27 unchanged sentences

Purchases ( 9,448 ) ( 8,573 )

Proceeds from sales 86 —

Proceeds from divestitures — 3,498

7 unchanged sentences

Securities sold under agreements to repurchase — ( 4,019 )

Distribution to noncontrolling interests ( 2,123 ) ( 2,770 )

Distribution to noncontrolling interest ( 2,882 ) ( 3,833 )

Proceeds from other liabilities 80 1,633

7 unchanged sentences

Shares repurchased ( 87,018 ) ( 113,472 )

Net cash provided by (used in) financing activities 3,570,967 ( 135,602 )

Net cash provided by financing activities 813,285 2,771,000

Effect of exchange rate changes on cash 692 ( 268 )

2 unchanged sentences

Cash and cash equivalents at end of fiscal period $ 720,243 $ 3,108,141

Six Months Ended March 31,

Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020

12 unchanged sentences

Deposits to held for sale — 288,975

Recognition of operating lease ROU assets, net of remeasurements 12,681 27,019

Recognition of operating lease ROU assets, net of measurements 12,954 27,019

See Notes to Condensed Consolidated Financial Statements.

5 unchanged sentences

Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented.

The results of the three and six months ended March 31, 2021 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2021.

The results of the three and nine months ended June 30, 2021 are not necessarily indicative of the results expected for the fiscal year ending September 30, 2021.

Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.

40 unchanged sentences

The Company evaluates investment securities held-to-maturity for credit losses on a quarterly basis and records any such losses as a component of provision for credit losses in the Condensed Consolidated Statements of Operations.

The Company has concluded that its portfolio as of March 31, 2021 has a zero risk of credit loss due to the U.S.

The Company has concluded that its portfolio as of June 30, 2021 has a zero risk of credit loss due to the U.S.

Government financial guarantees underlying the securities within the held-to-maturity portfolio and as a result has not recorded an allowance for credit loss.

52 unchanged sentences

The COVID-19 pandemic began impacting the U.S.

and global economies in the first calendar quarter of 2020.

Since the onset of this pandemic, macroeconomic conditions and markets have significantly deteriorated.

and global economies in the first calendar quarter of 2020, with significant deterioration of macroeconomic conditions and markets into 2021.

In response to the impacts of COVID-19, the U.S.

federal government enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") on March 27, 2020.

The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors.

In addition to the CARES Act, the U.S.

4 unchanged sentences

Loans and Leases, Net for further information related to this program.

In response to the COVID-19 pandemic impact on customers, the Company is engaging in more frequent communication with borrowers to better understand their situation and challenges and has been offering credit-worthy borrowers experiencing temporary hardship certain loan and lease modifications ("COVID modifications"), such as payment deferrals, as a result of interagency guidance issued on March 22, 2020 encouraging companies to work with customers impacted by COVID-19.

In response to the COVID-19 pandemic impact on customers, the Company engaged and continues to engage in more frequent communication with borrowers to better understand their situation and challenges and offered credit-worthy borrowers experiencing temporary hardship certain loan and lease modifications ("COVID modifications"), such as payment deferrals, as a result of interagency guidance issued on March 22, 2020 encouraging companies to work with customers impacted by COVID-19.

The Company elected to treat COVID modifications on leases as part of the enforceable rights and obligations of the parties under the existing lease contract, resulting in these payment deferrals being treated as variable lease payments under the existing lease versus lease modifications.

3 unchanged sentences

As of the Period Ended

(Dollars in Thousands) March 31, 2021 December 31, 2020 September 30, 2020

(Dollars in Thousands) June 30, 2021 March 31, 2021 December 31, 2020

National Lending

1 unchanged sentence

Asset based lending — — 1,124

Factoring — — 18,434

Lease financing 275 379 1,637

Insurance premium finance — — 230

SBA/USDA — — 7,724

Other commercial finance — — 69

Commercial finance 3,230 5,839 21,082

15 unchanged sentences

The Company entered a servicing agreement with Central Bank for the retained Community Bank loan portfolio that became effective on the Closing Date.

The Company recognized $ 1.6 million and $ 0.3 million in servicing fee expense during the six months ended March 31, 2021 and 2020, respectively, and $ 3.5 million for the fiscal year ended September 30, 2020.

The Company recognized $ 2.2 million and $ 1.4 million in servicing fee expense during the nine months ended June 30, 2021 and 2020, respectively, and $ 3.5 million for the fiscal year ended September 30, 2020.

Since the Closing Date, the Company has entered into subsequent loan portfolio sale agreements with Central Bank.

The Company sold additional loans from the retained Community Bank portfolio in the amount of $ 103.2 million and none in the three months ended March 31, 2021 and 2020, respectively, and $ 233.0 million and none for the six months ended March 31, 2021 and 2020, respectively.

The Company sold no additional loans from the retained Community Bank portfolio in the three months ended June 30, 2021 and 2020, and $ 233.0 million and none for the nine months ended June 30, 2021 and 2020, respectively.

The sales did not result in any significant gains or losses to the Condensed Consolidated Statements of Operations.

As of June 30, 2021, the Company had $ 18.1 million of community bank loans classified as held for sale and expects to sell those loans in the upcoming fourth fiscal quarter.

Loans and Leases, Net for additional information.

The amortized cost, gross unrealized gains and losses and estimated fair values of available for sale ("AFS") and held to maturity ("HTM") debt securities are presented below.

1 unchanged sentence

(Dollars in Thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair

At March 31, 2021

At June 30, 2021

Debt securities AFS

15 unchanged sentences

(Dollars in Thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair

At March 31, 2021

At June 30, 2021

Debt securities HTM

13 unchanged sentences

Value Gross Unrealized (Losses)

At March 31, 2021

At June 30, 2021

Debt securities AFS

SBA securities $ 25,310 $ ( 24 ) $ 31,825 $ ( 164 ) $ 57,135 $ ( 188 )

Obligations of state and political subdivisions 1,980 ( 1 ) — — 1,980 ( 1 )

Non-bank qualified obligations of states and political subdivisions 24,357 ( 104 ) — — 24,357 ( 104 )

14 unchanged sentences

Total debt securities AFS $ 283,334 $ ( 2,036 ) $ 191,664 $ ( 5,213 ) $ 474,998 $ ( 7,249 )

There were no debt securities HTM with a continuous loss position at March 31, 2021.

LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL

3 unchanged sentences

Value Gross Unrealized (Losses)

At June 30, 2021

Debt securities HTM

Non-bank qualified obligations of states and political subdivisions 2,859 ( 2 ) — — 2,859 ( 2 )

Total debt securities HTM $ 2,859 $ ( 2 ) $ — $ — $ 2,859 $ ( 2 )

LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL

(Dollars in Thousands) Fair

Value Gross Unrealized (Losses) Fair

Value Gross Unrealized (Losses)

At September 30, 2020

3 unchanged sentences

The adoption of CECL was inconsequential to debt securities AFS.

At March 31, 2021, there were no ACL for debt securities AFS.

At March 31, 2021, there were 49 securities AFS in an unrealized loss position.

At June 30, 2021, there were no ACL for debt securities AFS.

At June 30, 2021, there were 49 securities AFS in an unrealized loss position.

Management assessed each investment security with unrealized losses for credit impairment and determined substantially all unrealized losses on these securities were due to credit spreads and interest rates versus credit impairment.

6 unchanged sentences

However, certain prepayment penalties may apply.

At March 31, 2021 At September 30, 2020

At June 30, 2021 At September 30, 2020

(Dollars in Thousands) Amortized Cost Fair

8 unchanged sentences

Total securities AFS, at fair value $ 1,897,889 $ 1,917,605 $ 1,244,384 $ 1,268,102

At March 31, 2021 At September 30, 2020

At June 30, 2021 At September 30, 2020

(Dollars in Thousands) Amortized Cost Fair

7 unchanged sentences

Equity Securities

Equity securities without a readily determinable fair value totaled $ 13.7 million at March 31, 2021 and $ 11.0 million at September 30, 2020.

Equity securities without a readily determinable fair value totaled $ 14.7 million at June 30, 2021 and $ 11.0 million at September 30, 2020.

The Bank is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus.

One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System.

FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at March 31, 2021 and September 30, 2020.

FRB of Minneapolis stock held by the Bank totaled $ 19.7 million at June 30, 2021 and September 30, 2020.

These equity securities are 'restricted' in that they can only be owned by member banks.

4 unchanged sentences

The FHLB stock is carried at cost since it is generally redeemable at par value.

The carrying value of the stock held at the FHLB was $ 8.8 million and $ 7.5 million at March 31, 2021 and September 30, 2020, respectively.

The carrying value of the stock held at the FHLB was $ 8.8 million and $ 7.5 million at June 30, 2021 and September 30, 2020, respectively.

These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par.

4 unchanged sentences

All other equity investments, including those under the equity method, are reviewed for other-than-temporary impairment on at least a quarterly basis.

The Company recognized $ 1.5 million in impairment recognized for such investments for the six months ended March 31, 2021.

The Company recognized $ 2.0 million in impairment recognized for such investments for the nine months ended June 30, 2021.

LOANS AND LEASES, NET

Loans and leases consist of the following:

(Dollars in Thousands) March 31, 2021 September 30, 2020

(Dollars in Thousands) June 30, 2021 September 30, 2020

National Lending

23 unchanged sentences

Total loans and leases, net $ 3,405,462 $ 3,266,577

During the six months ended March 31, 2021, the Company transferred $ 99.9 million of Community Banking loans to held for sale.

During the six months ended March 31, 2020, the Company transferred $ 277.0 million of Community Banking loans to held for sale.

During the six months ended March 31, 2021 and 2020, the Company originated $ 361.7 million of other consumer finance, SBA/USDA, and consumer credit product loans as held for sale and $ 32.2 million of SBA/USDA and consumer credit product loans as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $ 476.0 million and gains on sale of $ 4.6 million during the six months ended March 31, 2021.

The Company sold held for sale loans resulting in proceeds of $ 432.0 million and gains on sale of $ 6.2 million during the six months ended March 31, 2020.

Loans purchased and sold by portfolio segment, including participation interests, for the three and six months ended were as follows:

Three Months Ended March 31, Six Months Ended March 31,

During the nine months ended June 30, 2021, the Company transferred $ 118.0 million of Community Banking loans to held for sale.

During the nine months ended June 30, 2020, the Company transferred $ 325.1 million of Community Banking loans to held for sale.

During the nine months ended June 30, 2021 and 2020, the Company originated $ 472.9 million of other consumer finance, SBA/USDA, and consumer credit product loans as held for sale and $ 63.4 million of SBA/USDA and consumer credit product loans as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $ 694.1 million and gains on sale of $ 9.8 million during the nine months ended June 30, 2021.

The Company sold held for sale loans resulting in proceeds of $ 440.5 million and gains on sale of $ 7.0 million during the nine months ended June 30, 2020.

Loans purchased and sold by portfolio segment, including participation interests, for the three and nine months ended were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020 2021 2020

12 unchanged sentences

The net investment in direct financing and sales-type leases was comprised of the following:

(Dollars in Thousands) March 31, 2021 September 30, 2020

(Dollars in Thousands) June 30, 2021 September 30, 2020

Carrying amount $ 297,370 $ 299,487

3 unchanged sentences

Total net investment in direct financing and sales-type leases $ 283,460 $ 283,162

The carrying amount of direct financing and sales-type leases subject to residual value guarantees was $ 8.1 million at March 31, 2021.

The carrying amount of direct financing and sales-type leases subject to residual value guarantees was $ 5.0 million at June 30, 2021.

The components of total lease income were as follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020 2021 2020

9 unchanged sentences

Undiscounted future minimum lease payments receivable for direct financing and sales-type leases and a reconciliation to the carrying amount recorded were as follows:

(Dollars in Thousands) March 31, 2021

(Dollars in Thousands) June 30, 2021

Remaining in 2021 $ 28,766

4 unchanged sentences

Total carrying amount of direct financing and sales-type lease $ 297,370

The Company did not record any contingent rental income from direct financing and sales-type leases in the six months ended March 31, 2021.

The Company did not record any contingent rental income from direct financing and sales-type leases in the nine months ended June 30, 2021.

The COVID-19 pandemic began impacting the U.S.

and global economies in the first calendar quarter of 2020.

Since the onset of this pandemic, macroeconomic conditions and markets have significantly deteriorated.

Although the ultimate impact of this pandemic on the Company's loan and lease portfolio is difficult to predict, management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of COVID-19 and will refine our estimate as more information becomes available.

and global economies in the first calendar quarter of 2020, with significant deterioration of macroeconomic conditions and markets into 2021.

Although macroeconomic conditions and markets have improved since the beginning of 2021, the ultimate impact of this pandemic on the Company's loan and lease portfolio is difficult to predict.

Management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of COVID-19 and will refine our estimate as more information becomes available.

Effective October 1, 2020, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, and subsequent related ASUs on a modified retrospective basis.

Financial information at and for the quarter ended March 31, 2021 is reflected as such.

Financial information at and for the quarter ended June 30, 2021 is reflected as such.

The historical information disclosed is in accordance with Topic 310.

Activity in the allowance for credit losses and balances of loans and leases by portfolio segment was as follows:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

(Dollars in Thousands) Beginning Balance Provision (Recovery) for Credit Losses (2)

27 unchanged sentences

(2) As a result of the adoption of CECL, effective October 1, 2020, the provision for credit losses includes the provision for unfunded commitments that was previously included within other noninterest expense.

Six Months Ended March 31, 2021

Nine Months Ended June 30, 2021

(Dollars in Thousands) Beginning Balance Impact of CECL Adoption Provision (Recovery) for Credit Losses (2)

27 unchanged sentences

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

(Dollars in Thousands) Beginning Balance Provision (Recovery) for Loan and Lease Losses Charge-offs Recoveries Ending Balance

21 unchanged sentences

Total $ 65,355 $ 15,093 $ ( 15,604 ) $ 903 $ 65,747

Six Months Ended March 31, 2020

Nine Months Ended June 30, 2020

(Dollars in Thousands) Beginning balance Provision (recovery) for loan and lease losses Charge-offs Recoveries Ending balance

51 unchanged sentences

Information on impaired loans and leases, all of which are deemed to be collateral dependent and are evaluated individually for the ACL was as follows:

(Dollars in Thousands) March 31, 2021

(Dollars in Thousands) June 30, 2021

National Lending

1 unchanged sentence

Asset based lending —

Factoring 1,232

Lease financing 2,946

43 unchanged sentences

Accordingly, if all payments were less than 30 days past due prior to the onset of the pandemic effects, the loan or lease will not be reported as past due during the deferral or forbearance period.

As of March 31, 2021, $ 66.5 million of loan and lease balances that were granted deferral payments by the Company were still in their deferment period due to performing borrowers experiencing temporary hardship from COVID-19.

As of June 30, 2021, $ 41.5 million of loan and lease balances that were granted deferral payments by the Company were still in their deferment period due to performing borrowers experiencing temporary hardship from COVID-19.

These modifications consisted solely of payment deferrals ranging from 30 days to six months .

7 unchanged sentences

Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in their evaluation of the appropriateness of the allowance for credit losses on these portfolios, and as such, these loans are not included in the asset classification table below.

The outstanding balances of consumer finance loans and tax services loans were $ 235.7 million and $ 225.9 million at March 31, 2021, respectively, and $ 224.2 million and $ 3.1 million at September 30, 2020, respectively.

The outstanding balances of consumer finance loans and tax services loans were $ 227.8 million and $ 41.3 million at June 30, 2021, respectively, and $ 224.2 million and $ 3.1 million at September 30, 2020, respectively.

The amortized cost basis of loans and leases by asset classification and year of origination was as follows:

1 unchanged sentence

(Dollars in Thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total

As of March 31, 2021 2021 2020 2019 2018 2017 Prior

As of June 30, 2021 2021 2020 2019 2018 2017 Prior

Pass $ 310,845 $ 333,608 $ 119,271 $ 62,381 $ 4,217 $ 5,433 $ — $ 835,755

103 unchanged sentences

Receivable > 89 Days Past Due and Accruing Non-accrual balance Total

As of March 31, 2021

As of June 30, 2021

Loans held for sale $ — $ — $ — $ — $ 87,905 $ 87,905 $ — $ — $ —

54 unchanged sentences

(Dollars in Thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total Nonaccrual With No ACL

March 31, 2021 2021 2020 2019 2018 2017 Prior

June 30, 2021 2021 2020 2019 2018 2017 Prior

National Lending

15 unchanged sentences

(Dollars in Thousands) Term Loans and Leases by Origination Year Revolving Loans and Leases Total

March 31, 2021 2021 2020 2019 2018 2017 Prior

June 30, 2021 2021 2020 2019 2018 2017 Prior

National Lending

15 unchanged sentences

Average Recorded Investment

(Dollars in Thousands) Three Months Ended March 31, 2021 Six Months Ended March 31, 2021

(Dollars in Thousands) Three Months Ended June 30, 2021 Nine Months Ended June 30, 2021

National Lending

12 unchanged sentences

Total loans and leases $ 37,960 $ 34,856

The recognized interest income on the Company's nonaccrual loans and leases for the three and six months ended March 31, 2021 was not significant.

The recognized interest income on the Company's nonaccrual loans and leases for the three and nine months ended June 30, 2021 was not significant.

The following table provides the average recorded investment in impaired loans and leases:

Three Months Ended March 31, 2020 Six Months Ended March 31, 2020

Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020

(Dollars in Thousands) Average Recorded Investment Recognized Interest Income Average Recorded Investment Recognized Interest Income

16 unchanged sentences

The Company’s troubled debt restructurings ("TDRs") typically involve forgiving a portion of interest or principal on existing loans, making loans at a rate materially less than current market rates, or extending the term of the loan.

There were $ 2.1 million of national lending loans that were modified in a TDR during the three months ended March 31, 2021, all of which were modified to extend the term of the loan, and no community banking loans.

There were $ 3.7 million of national lending loans and leases that were modified in a TDR during the three months ended March 31, 2020 and no community banking loans.

During the six months ended March 31, 2021, there were $ 2.2 million of national lending loans and no community bank loans that were modified in a TDR, all of which were modified to extend the term of the loan.

There were $ 4.1 million of national lending loans and leases and $ 0.6 million of community banking loans that were modified in a TDR during the six months ended March 31, 2020.

During the six months ended March 31, 2021, the Company had $ 0.1 million of national lending loans and no community banking loans that were modified in a TDR within the previous 12 months and for which there was a payment default.

During the six months ended March 31, 2020, the Company had $ 3.2 million of community banking loans and $ 2.9 million national lending loans that were modified in a TDR within the previous 12 months and for which there was a payment default.

TDR net charge-offs and the impact of TDRs on the Company's allowance for credit losses were insignificant during the quarters ended March 31, 2021 and March 31, 2020.

There were $ 3.9 million of national lending loans that were modified in a TDR during the three months ended June 30, 2021, all of which were modified to extend the term of the loan, and no community banking loans.

There were $ 1.4 million of national lending loans and leases that were modified in a TDR during the three months ended June 30, 2020 and no community banking loans.

During the nine months ended June 30, 2021, there were $ 6.0 million of national lending loans that were modified in a TDR, all of which were modified to extend the term of the loan, and no community bank loans.

There were $ 5.5 million of national lending loans and leases and $ 0.6 million of community banking loans that were modified in a TDR during the nine months ended June 30, 2020.

During the nine months ended June 30, 2021, the Company had $ 0.6 million of national lending loans and no community banking loans that were modified in a TDR within the previous 12 months and for which there was a payment default.

During the nine months ended June 30, 2020, the Company had $ 3.3 million of community banking loans and $ 1.3 million national lending loans that were modified in a TDR within the previous 12 months and for which there was a payment default.

TDR net charge-offs and the impact of TDRs on the Company's allowance for credit losses were insignificant during the quarters ended June 30, 2021 and June 30, 2020.

EARNINGS PER COMMON SHARE ("EPS")

8 unchanged sentences

A reconciliation of net income and common stock share amounts used in the computation of basic and diluted earnings per share is presented below.

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands, Except Share and Per Share Data) 2021 2020 2021 2020

18 unchanged sentences

(1) Represents the effect of the assumed exercise of stock options and vesting of performance share units and restricted stock, as applicable, utilizing the treasury stock method.

(2) Excluded from the computation of diluted earnings per share for the three months ended March 31, 2021 and 2020, respectively, were 605,459 and 834,746 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

Excluded from the computation of diluted earnings per share for the six months ended March 31, 2021 and 2020, respectively, were 633,553 and 826,262 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

(2) Excluded from the computation of diluted earnings per share for the three months ended June 30, 2021 and 2020, respectively, were 601,693 and 821,884 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

Excluded from the computation of diluted earnings per share for the nine months ended June 30, 2021 and 2020, respectively, were 622,954 and 824,809 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

RENTAL EQUIPMENT, NET

Rental equipment consists of the following:

(Dollars in Thousands) March 31, 2021 September 30, 2020

(Dollars in Thousands) June 30, 2021 September 30, 2020

Computers and IT networking equipment $ 16,878 $ 15,926

7 unchanged sentences

Undiscounted future minimum lease payments expected to be received for operating leases were as follows:

(Dollars in Thousands) March 31, 2021

(Dollars in Thousands) June 30, 2021

Remaining in 2021 $ 9,517

3 unchanged sentences

The following table provides an analysis of changes in foreclosed real estate and repossessed assets:

Six Months Ended March 31,

Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020

6 unchanged sentences

Balance, ending of period $ 1,204 $ 6,784

At March 31, 2021 and September 30, 2020, the Company had established a valuation allowance of $ 1.0 million and $ 0.5 million for repossessed assets, respectively.

As of March 31, 2021 and September 30, 2020, the Company had no loans or leases in the process of foreclosure.

At June 30, 2021 and September 30, 2020, the Company had established a valuation allowance of $ 1.0 million and $ 0.5 million for repossessed assets, respectively.

As of June 30, 2021 and September 30, 2020, the Company had no loans or leases in the process of foreclosure.

During the fiscal year ended September 30, 2020, the Company sold $ 28.1 million of other real estate owned ("OREO"), which consisted of assets related to a Community Bank agriculture real estate customer.

2 unchanged sentences

GOODWILL AND INTANGIBLE ASSETS

The Company held a total of $ 309.5 million of goodwill at March 31, 2021.

The Company held a total of $ 309.5 million of goodwill at June 30, 2021.

The recorded goodwill is a result of multiple business combinations that have been consummated since fiscal year 2015, with the most recent being the merger with Crestmark pursuant to the Crestmark Acquisition that closed on August 1, 2018.

1 unchanged sentence

The assessment is done at a reporting unit level, which is one level below the operating segments.

There have been no changes to the carrying amount of goodwill during the six months ended March 31, 2021.

The changes in the carrying amount of the Company’s intangible assets for the six months ended March 31, 2021 and 2020 were as follows:

There have been no changes to the carrying amount of goodwill during the nine months ended June 30, 2021.

The changes in the carrying amount of the Company’s intangible assets for the nine months ended June 30, 2021 and 2020 were as follows:

(Dollars in Thousands) Trademark (1)

6 unchanged sentences

Write-offs during the period — — — ( 24 ) ( 24 )

Balance as of March 31, 2021 $ 10,357 $ 231 $ 20,617 $ 5,698 $ 36,903

Balance as of June 30, 2021 $ 10,085 $ 136 $ 19,131 $ 5,546 $ 34,898

Gross carrying amount $ 14,624 $ 2,481 $ 82,088 $ 10,131 $ 109,324

1 unchanged sentence

Accumulated impairment — — ( 10,248 ) ( 218 ) ( 10,466 )

Balance as of March 31, 2021 $ 10,357 $ 231 $ 20,617 $ 5,698 $ 36,903

Balance as of June 30, 2021 $ 10,085 $ 136 $ 19,131 $ 5,546 $ 34,898

(1) Book amortization period of 5 - 15 years.

13 unchanged sentences

Amortization during the period ( 793 ) ( 310 ) ( 7,112 ) ( 499 ) ( 8,714 )

Balance as of March 31, 2020 $ 11,431 $ 615 $ 28,210 $ 6,510 $ 46,766

Write-offs during the period — — — ( 157 ) ( 157 )

Balance as of June 30, 2020 $ 11,166 $ 517 $ 26,095 $ 6,196 $ 43,974

Gross carrying amount $ 14,624 $ 2,480 $ 82,088 $ 10,112 $ 109,304

1 unchanged sentence

Accumulated impairment — — ( 10,248 ) ( 190 ) ( 10,438 )

Balance as of March 31, 2020 $ 11,431 $ 615 $ 28,210 $ 6,510 $ 46,766

Balance as of June 30, 2020 $ 11,166 $ 517 $ 26,095 $ 6,196 $ 43,974

(1) Book amortization period of 5 - 15 years.

7 unchanged sentences

The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets.

Estimated amortization expense of intangible assets in the remaining six months of fiscal 2021 and subsequent fiscal years was as follows:

(Dollars in Thousands) March 31, 2021

Estimated amortization expense of intangible assets in the remaining three months of fiscal 2021 and subsequent fiscal years was as follows:

(Dollars in Thousands) June 30, 2021

Remaining in 2021 $ 1,762

2 unchanged sentences

The Company tests intangible assets for impairment at least annually or more often if conditions indicate a possible impairment.

There were no impairments to intangible assets during the six months ended March 31, 2021 and 2020.

There were no impairments to intangible assets during the nine months ended June 30, 2021 and 2020.

OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES

Operating lease ROU assets, included in other assets, were $ 36.1 million at March 31, 2021.

Operating lease liabilities, included in accrued expenses and other liabilities, were $ 38.1 million at March 31, 2021.

Operating lease ROU assets, included in other assets, were $ 35.4 million at June 30, 2021.

Operating lease liabilities, included in accrued expenses and other liabilities, were $ 37.6 million at June 30, 2021.

Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities were as follows:

(Dollars in Thousands) March 31, 2021

(Dollars in Thousands) June 30, 2021

Remaining in 2021 $ 1,232

4 unchanged sentences

The weighted-average discount rate and remaining lease term for operating leases were as follows:

March 31, 2021

June 30, 2021

Weighted-average discount rate 2.31 %

1 unchanged sentence

The components of total lease costs for operating leases were as follows:

Three Months Ended March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020 2021 2020

8 unchanged sentences

This authorization is effective from November 21, 2019 through December 31, 2022.

During the six months ended March 31, 2021, and 2020, the Company repurchased 2,683,579 and 3,497,565 shares, respectively, as part of the share repurchase program.

During the nine months ended June 30, 2021, and 2020, the Company repurchased 2,684,408 and 3,498,394 shares, respectively, as part of the share repurchase program.

Under the repurchase program, repurchased shares were retired and designated as authorized but unissued shares.

1 unchanged sentence

When the repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings.

As of March 31, 2021, the remaining number of shares available for repurchase under this program was 1,550,173 shares of common stock.

For the six months ended March 31, 2021, and 2020, the Company also repurchased 84,121 and 88,784 shares, or $ 1.9 million and $ 2.9 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

As of June 30, 2021, the remaining number of shares available for repurchase under this program was 1,550,173 shares of common stock.

For the nine months ended June 30, 2021, and 2020, the Company also repurchased 84,950 and 89,613 shares, or $ 2.0 million and $ 3.0 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

STOCK COMPENSATION

5 unchanged sentences

The Company has elected, with the adoption of ASU 2016-09, to record forfeitures as they occur.

The following tables show the activity of nonvested (restricted) shares and PSUs granted, exercised, or forfeited under the 2002 Omnibus Incentive Plan for the six months ended March 31, 2021.

There were no options granted, exercised or forfeited under this plan during the six months ended March 31, 2021.

The following tables show the activity of nonvested (restricted) shares and PSUs granted, vested, or forfeited under the 2002 Omnibus Incentive Plan for the nine months ended June 30, 2021.

There were no options granted, exercised, or forfeited under this plan during the nine months ended June 30, 2021.

(Dollars in Thousands, Except Per Share Data) Number of Shares Weighted Average Fair Value at Grant

4 unchanged sentences

Forfeited or expired ( 103,798 ) 29.66

Nonvested shares outstanding, March 31, 2021

Nonvested shares outstanding, June 30, 2021

598,043 $ 30.26

2 unchanged sentences

Forfeited or expired — —

Performance share units outstanding, March 31, 2021

Performance share units outstanding, June 30, 2021

60,984 $ 34.03

(1) The number of PSUs granted reflects the target number of PSUs able to be earned under a given award.

At March 31, 2021, stock-based compensation expense not yet recognized in income totaled $ 8.9 million, which is expected to be recognized over a weighted average remaining period of 2.10 years.

The Company recorded an income tax expense of $ 4.7 million for the six months ended March 31, 2021, resulting in an effective tax rate of 4.97 %, compared to an income tax expense of $ 6.3 million, or an effective tax rate of 7.66 %, for the six months ended March 31, 2020.

At June 30, 2021, stock-based compensation expense not yet recognized in income totaled $ 7.2 million, which is expected to be recognized over a weighted average remaining period of 2.01 years.

The Company recorded an income tax expense of $ 9.6 million for the nine months ended June 30, 2021, resulting in an effective tax rate of 6.92 %, compared to an income tax expense of $ 3.9 million, or an effective tax rate of 3.91 %, for the nine months ended June 30, 2020.

The Company’s effective tax rate was lower than the U.S.

2 unchanged sentences

The table below compares the income tax expense components for the periods presented.

Six Months Ended March 31,

Nine Months Ended June 30,

(Dollars in Thousands) 2021 2020

7 unchanged sentences

Other, net ( 600 ) ( 538 )

Income tax expense (benefit) $ 4,665 $ 6,297

Income tax expense $ 9,600 $ 3,870

Effective tax rate 6.92 % 3.91 %

1 unchanged sentence

In the normal course of business, the Bank makes various commitments to extend credit that are not reflected in the accompanying Condensed Consolidated Financial Statements as described below.

At March 31, 2021 and September 30, 2020, unfunded loan commitments approximated $ 1.28 billion and $ 1.22 billion, respectively, excluding undisbursed portions of loans in process.

At June 30, 2021 and September 30, 2020, unfunded loan commitments approximated $ 1.32 billion and $ 1.22 billion, respectively, excluding undisbursed portions of loans in process.

Commitments, which are disbursed subject to certain limitations, extend over various periods of time.

Generally, unused commitments are canceled upon expiration of the commitment term as outlined in each individual contract.

The Company had no commitments to purchase securities at March 31, 2021 or September 30, 2020.

The Company had no commitments to sell securities at March 31, 2021 or September 30, 2020.

The Company had no commitments to purchase securities at June 30, 2021 or September 30, 2020.

The Company had no commitments to sell securities at June 30, 2021 or September 30, 2020.

The exposure to credit loss in the event of non-performance by other parties to financial instruments for commitments to extend credit is represented by the contractual amount of those instruments.

21 unchanged sentences

The Bank is seeking recovery of all amounts to which it is entitled at law or equity and intends to vigorously pursue its claims against the defendants.

The Bank filed a Motion for Summary Judgment which was granted by the trial court, but is subject to appeal.

Following the trial court granting a Motion for Summary Judgment filed by the Bank, the parties have agreed to a formal settlement of this matter on terms acceptable to the Bank.

From time to time, the Company or its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business.

7 unchanged sentences

(Dollars in Thousands) Consumer Commercial Corporate Services/Other Consolidated Company

Three Months Ended March 31, 2021 2020 2021 2020 2021 2020 2021 2020

Three Months Ended June 30, 2021 2020 2021 2020 2021 2020 2021 2020

Net interest income (1)

8 unchanged sentences

6 5 9,970 11,226 — — 9,976 11,231

Net gain realized on investment securities (1)

— — — — 6 — 6 —

Gain on divestitures (1)

— — — — — 19,275 — 19,275

Gain (loss) on sale of other (1)

8 unchanged sentences

(Dollars in Thousands) Consumer Commercial Corporate Services/Other Consolidated Company

Six Months Ended March 31, 2021 2020 2021 2020 2021 2020 2021 2020

Nine Months Ended June 30, 2021 2020 2021 2020 2021 2020 2021 2020

Net interest income (1)

33 unchanged sentences

The transaction price for such activity is based upon stand-alone fees within the terms and conditions.

At March 31, 2021 and September 30, 2020, there were no receivables related to refund transfer fees, which reflect earned revenue with unconditional rights to payment for product fee income.

At June 30, 2021 and September 30, 2020, there were no receivables related to refund transfer fees, which reflect earned revenue with unconditional rights to payment for product fee income.

All refund transfer fees are recorded within the Consumer reporting segment.

46 unchanged sentences

The following tables present segment data for the Company:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

(Dollars in Thousands) Consumer Commercial Corporate

1 unchanged sentence

Net interest income $ 23,254 $ 44,728 $ 493 $ 68,475

Provision for credit losses 28,020 2,203 67 30,290

Provision (recovery) for credit losses 4,507 870 ( 765 ) 4,612

Noninterest income 43,229 17,988 1,236 62,453

4 unchanged sentences

Total deposits 5,715,197 8,941 164,733 5,888,871

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

(Dollars in Thousands) Consumer Commercial Corporate

1 unchanged sentence

Net interest income $ 25,754 $ 36,104 $ 279 $ 62,137

Provision for loan and lease losses 19,570 11,994 5,732 37,296

Provision (recovery) for loan and lease losses ( 210 ) 7,946 7,357 15,093

Noninterest income 26,254 13,920 874 41,048

4 unchanged sentences

Total deposits 6,767,516 9,243 813,566 7,590,325

Six Months Ended March 31, 2021

Nine Months Ended June 30, 2021

(Dollars in Thousands) Consumer Commercial Corporate

1 unchanged sentence

Net interest income $ 70,686 $ 128,980 $ 8,658 $ 208,324

Provision for credit losses 30,386 8,670 ( 2,677 ) 36,379

Provision (recovery) for credit losses 34,893 9,540 ( 3,442 ) 40,991

Noninterest income 166,605 47,094 7,662 221,361

4 unchanged sentences

Total deposits 5,715,197 8,941 164,733 5,888,871

Six Months Ended March 31, 2020

Nine Months Ended June 30, 2020

(Dollars in Thousands) Consumer Commercial Corporate

24 unchanged sentences

The following tables summarize the fair values of debt securities available for sale and equity securities as they are measured at fair value on a recurring basis:

Fair Value At March 31, 2021

Fair Value At June 30, 2021

(Dollars in Thousands) Total Level 1 Level 2 Level 3

10 unchanged sentences

$ 4,724 $ — $ — $ —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2021 and September 30, 2020.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2021 and September 30, 2020.

(2) Consists of certain non-marketable equity securities that are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

12 unchanged sentences

$ 2,784 $ — $ — $ —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2021 and September 30, 2020.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2021 and September 30, 2020.

(2) Consists of certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

8 unchanged sentences

The following table summarizes the assets of the Company that are measured at fair value in the Condensed Consolidated Statements of Financial Condition on a non-recurring basis:

Fair Value At March 31, 2021

Fair Value At June 30, 2021

(Dollars in Thousands) Total Level 1 Level 2 Level 3

19 unchanged sentences

(Dollars in Thousands) Fair Value at

March 31, 2021

June 30, 2021

Fair Value at

6 unchanged sentences

Management discloses the estimated fair value of financial instruments, including assets and liabilities on and off the Condensed Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value.

These fair value estimates were made at March 31, 2021 and September 30, 2020 based on relevant market information and information about financial instruments.

These fair value estimates were made at June 30, 2021 and September 30, 2020 based on relevant market information and information about financial instruments.

Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled.

3 unchanged sentences

The following tables present the carrying amount and estimated fair value of the financial instruments held by the Company:

March 31, 2021

June 30, 2021

(Dollars in Thousands) Carrying

17 unchanged sentences

Accrued interest payable 1,853 1,853 1,853 — —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2021 and September 30, 2020.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2021.

(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

17 unchanged sentences

Deposits 4,979,200 4,980,073 4,705,028 275,045 —

Overnight federal funds purchased — — — — —

Federal Home Loan Bank advances — — — — —

Other short- and long-term borrowings 98,224 100,185 — 100,185 —

Accrued interest payable 1,923 1,923 1,923 — —

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2021 and September 30, 2020.

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at September 30, 2020.

(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a practical expedient and are excluded from the fair value hierarchy.

SUBSEQUENT EVENTS

Management has evaluated subsequent events that occurred after March 31, 2021.

During this period, up to the filing date of this Quarterly Report on Form 10-Q, management identified the following subsequent event:

• The Bank is reorganizing its payments team to best support its emerging and established customers.

In connection with this realignment, Sheree S.

Thornsberry, Executive Vice President and Head of Payments of the Bank, will no longer be employed in her position effective May 7, 2021.

Management has evaluated subsequent events that occurred after June 30, 2021.

During this period, up to the filing date of this Quarterly Report on Form 10-Q, management did not identify any material subsequent events that would require recognition or disclosure in our Condensed Consolidated Financial Statements as of or for the quarter ended June 30, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements