What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-05 compared with 2021-08-05 · 426 added, 415 removed, 655 unchanged (56% of the section changed)

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(iv) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;

(v) the possibility of impairments of securities held in the Company's investment portfolio;

(v) the possibility of realized or unrealized losses on securities held in the Company's investment portfolio;

(vi) the Company’s ability to access cost-effective funding;

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The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed.

As of June 30, 2021, the Company had one reporting unit to which goodwill has been allocated – the Bank.

As of September 30, 2021, the Company had one reporting unit to which goodwill has been allocated – the Bank.

If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded.

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Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their carrying values.

At June 30, 2021, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and related deposits in the St.

At September 30, 2021, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches and related deposits in the St.

Louis, Mo., market.

Other identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years.

At June 30, 2021, the amortizable intangible assets consisted of core deposit intangibles of $1.0 million, which are reflected in the table below.

At September 30, 2021, the amortizable intangible assets consisted of core deposit intangibles of $843,000, which are reflected in the table below.

These amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value.

Our regular annual impairment assessment occurs in the third quarter of each year.

At September 30, 2021, the Company performed this annual review and concluded that no impairment of its goodwill or intangible assets had occurred at September 30, 2021.

While the Company believes no impairment of its goodwill or other intangible assets existed at September 30, 2021, different conditions or assumptions used to measure fair value of reporting units, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

For purposes of testing goodwill for impairment, the Company used a market approach to value its reporting unit.

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This judgment may include developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables and incorporating general economic and market conditions.

Management does not believe any of the Company’s goodwill or other intangible assets were impaired as of June 30, 2021.

While management believes no impairment existed at June 30, 2021, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.

A summary of goodwill and intangible assets is as follows:

September 30,

(In Thousands)

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Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009.

Economic conditions improved in the following years, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels.

Economic conditions improved in the subsequent years, as indicated by higher consumer confidence levels, increased economic activity and lower unemployment levels.

economy continued to operate at historically strong levels until the impact of the COVID-19 pandemic began to take its toll in March 2020.

economic trends have rebounded, a new COVID variant has emerged and the severity and extent of the coronavirus on the global, national and regional economies is still uncertain.

economic trends later rebounded, a new COVID variant emerged and the severity and extent of the coronavirus on the global, national and regional economies is still uncertain.

Any long-term impact on the performance of the financial sector remains indeterminable.

The economy plunged into recession in the first quarter of 2020, as efforts to contain the spread of the coronavirus forced all but essential business activity, or any work that could not be done from home, to stop, shuttering factories, restaurants, entertainment, sports events, retail shops, personal services, and more.

More than 22 million jobs were lost in March and April 2020, as firms closed their doors or reduced their operations, sending employees home on furlough or layoffs.

More than 22 million jobs were lost in March and April 2020, as businesses closed their doors or reduced their operations, sending employees home on furlough or layoffs.

Hunkered down at home with uncertain incomes and limited buying opportunities, consumer spending plummeted.

As a result, gross domestic product (GDP), the broadest measure of the nation's economic output, plunged.

Improvements in consumer spending, GDP, and employment have occurred.

Improvements in consumer spending, GDP, and employment have occurred since then, significantly supported by the actions discussed below.

The CARES Act, a fiscal relief bill passed by Congress in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and grants to small businesses that would keep employees on their payrolls, fueling a historic bounce-back in economic activity.

Early in 2021, the “American Rescue Plan,” an economic relief fiscal measure of approximately $1.9 trillion with an emphasis on vaccination, individual and small business relief, was passed.

Later in 2021, the "Build Back Better"

recovery package will be pursued with an emphasis on infrastructure, research and development, education and green energy transition.

Funding is expected to come at least partially from corporate tax changes and tax increases on wealthy individuals.

The “American Rescue Plan,” an economic relief fiscal measure of approximately $1.9 trillion with an emphasis on vaccination, individual and small business relief, was passed early in 2021.

The “Build Back Better” recovery package is being pursued with an emphasis on infrastructure, research and development, education and green energy transition.

Also, as the crisis unfolded, the Federal Reserve acted decisively, employing a wide arsenal of tools including slashing its benchmark interest rate to zero and ensuring credit availability to businesses, households, and municipal governments.

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Home sales have been above their pre-pandemic levels, and construction activity has picked up in response.

The Fed's quantitative easing is expected to begin tapering in early 2022, while the zero-interest-rate policy is expected to remain in place until the economy is near full employment and inflation is firmly above the Fed's 2% inflation target, which is not expected until early 2023.

To help our customers navigate through the pandemic situation, we offered and supplied Paycheck Protection Program (PPP) loans and short-term modifications to loan terms.

PPP loans and modifications were made in accordance with guidance from banking regulatory authorities.

These modifications did not result in these loans being classified as troubled debt restructurings, potential problem loans or non-performing loans.

More severely impacted industries in our loan portfolio include retail, hotel and restaurants.

These modifications did not result in loans being classified as troubled debt restructurings, potential problem loans or non-performing loans.

More severely impacted industries in our loan portfolio included retail, hotel and restaurants.

While the U.S.

economic recovery began with a robust rebound from the pandemic-induced recession, challenges remain with the emergence of a new COVID-19 variant, which is causing a resurgence of cases and renewed pressure on the healthcare industry.

With the increase in cases, the re-instatement of mask mandates and social distancing is occurring in various areas of the country.

In June 2021, employment rose by 850,000 jobs and the national unemployment rate edged down to 5.9%, or 9.5 million unemployed individuals.

economic recovery began with a robust rebound from the pandemic-induced recession, challenges remain with the emergence of the new COVID-19 variant, which caused a resurgence of cases and renewed pressure on the healthcare industry.

With the increase in cases, the re-instatement of mask mandates and social distancing occurred in a number of areas of the country.

September 2021 saw just 194,000 jobs added in the U.S., down from 366,000 in August 2021 and far below the increase of more than one million in July 2021, before the Delta variant led to a spike in COVID-19 cases across much of the country.

Leisure and hospitality business, added fewer than 100,000 jobs for the second straight month.

The national unemployment rate edged down to 4.8%, or 7.7 million unemployed individuals.

These measures are down considerably from their highs in April 2020 but remain well above their levels prior to the COVID-19 pandemic (3.5% unemployment rate and 5.7 million unemployed individuals in February 2020).

The June 2021 numbers reflect job gains in leisure and hospitality, public and private education, professional and business services, retail trade and other services.

Employment in leisure and hospitality increased by 343,000, as pandemic-related restrictions continued to ease in some parts of the country, but is still down by 2.2 million (12.9%) since February 2020.

Over half of the job gains in leisure and hospitality were in restaurant and bars.

Employment also continued to increase in accommodations and arts, entertainment, and recreation.

Employment also increased in both public and private education, reflecting, in part, a return to in-person learning and other school related activities.

Increases in employment in professional and business services, retail trade, other services, social services, manufacturing, mining, trade and transportation industries rose as well;

however, the employment rates in these industries are still below February 2020 levels.

The number of persons not in the labor force who currently want a job was 6.4 million in June 2021, little changed from previous numbers.

In June 2021, the U.S.

labor force participation rate (the share of working-age Americans employed or actively looking for a job) was unchanged from the previous quarter at 61.6% and has remained within a narrow range of 61.5% to 61.7% since June 2020.

The employment-population ratio was also unchanged from the previous quarter at 58% and was up by 0.6% from December 2020, but remained 3.1% below its February 2020 level.

The unemployment rate for the Midwest, where the Company conducts most of its business, has decreased from 5.7% in December 2020 to 4.9% in June 2021.

Unemployment rates for June 2021 in the states where the Company has branch or loan production offices were Arkansas at 4.4%, Colorado at 6.2%, Georgia at 4.0%, Illinois at 7.2%, Iowa at 4.0%, Kansas at 3.7%, Minnesota at 4.0%, Missouri at 4.3%, Nebraska at 2.5%, Oklahoma at 3.7%, and Texas at 6.5%.

Of the metropolitan areas in which the Company does business, most are below the national unemployment rate of 5.9% for June 2021.

Chicago leads our markets with a higher unemployment rate of 7.3%, followed by Denver and Dallas at 5.9% and 5.3% respectively.

Sales of new single-family homes dropped 6.6% in June 2021 to a seasonally adjusted annual rate of 676,000, its lowest level since April 2020 according to U.S.

Employment in professional and business services, retail trade, transportation and warehousing, information, social assistance, manufacturing, construction, mining, and wholesale trade industries rose as well;

however, the employment rates in these industries are still below February 2020 levels with the exception of transportation and warehousing, which is up 72,000 from its pre-pandemic level.

The number of persons not in the labor force who currently want a job was 6.0 million in September 2021, little changed from previous numbers.

In September 2021, the U.S.

The unemployment rate for the Midwest, where the Company conducts most of its business, decreased from 5.7% in December 2020 to 4.7% in September 2021.

Unemployment rates for September 2021 in the states where the Company has branch or loan production offices were Arkansas at 4.0%, Colorado at 5.9%, Georgia at 3.2%, Illinois at 6.8%, Iowa at 4.0%, Kansas at 3.9%, Minnesota at 3.7%, Missouri at 3.8%, Nebraska at 2.0%, Oklahoma at 3.0%, and Texas at 5.6%.

Of the metropolitan areas in which the Company does business, most are below the national unemployment rate of 4.8% for September 2021.

Chicago leads our markets with a higher unemployment rate of 7.1%, followed by Denver and Dallas at 5.6% and 4.7% respectively as of the end of August 2021.

Sales of new single-family homes in September 2021 were at a seasonally adjusted annual rate of 800,000, according to U.S.

Census Bureau and Department of Housing and Urban Development estimates.

This is 19.4 percent below the June 2020 estimate of 839,000.

The median sales price of new houses sold in June 2021 was $361,800, up from $341,100 a year earlier, and the average sales price of $428,700 was up from $382,200 a year ago in June 2020.

The inventory of new homes for sale at 353,000 at the end of June 2021 would support 6.3 months’ supply at the current sales rate, up from 4.3 months in March 2020.

Existing-home sales increased in June 2021, snapping four consecutive months of declines, according to the National Association of Realtors.

Total existing-home sales grew 1.4% from May 2021 to a seasonally adjusted annual rate of 5.86 million in June 2021.

The median existing home price for all housing types in June 2021 was $363,300, up 23.4% from June 2020 at $294,400, as prices increased in every region of the U.S.

June’s national price jump marks the 112th straight month of year-over-year increases.

Existing home sales in the Midwest increased to 1,330,000 in June 2021, an 18.8% rise from a year ago.

The median price in the Midwest in June 2021 was $278,700, an 18.5% increase from June 2020.

First-time buyers accounted for 31% of sales in June 2021, even with 31% in May 2021 but down from 35% in June 2020.

Housing demand far outpaces available supply nationwide.

Underbuilding over the last 20 years and a shrinking inventory of existing homes for sales has led to a housing shortage of 5.5 million units, based on research from a recent National Association of Realtors report.

This is 17.6 percent below the September 2020 estimate of 971,000.

The median sales price of new houses sold in September 2021 was $408,800, up from $344,400 a year earlier, and the average sales price of $451,700 was up from $405,100 a year ago in September 2020.

The inventory of new homes for sale, at an estimate of 379,000 at the end of September 2021, would support a 5.7 months’ supply at the current sales rate, up from 3.5 months at the end of September 2020.

Existing-home sales rebounded in September 2021 after seeing sales wane the previous month, according to the National Association of Realtors.

Total existing-home sales grew 7% from August 2021 to a seasonally adjusted annual rate of 6.29 million in September 2021.

The median existing home price for all housing types in September 2021 was $352,800, up 13.3% from $311,500 in September 2020, as prices increased in every region of the U.S.

September’s national price jump marks the 115th straight month of year-over-year increases.

Existing home sales in the Midwest rose 5.1% to an annual rate of 1,440,000 in September 2021, a 2.7% drop from a year ago.

The median price in the Midwest in September 2021 was $265,300, a 9.1% increase from September 2020.

First-time buyers accounted for 28% of sales in September 2021, down from 29% in August 2021 and 31% in September 2020.

Nationally, the inventory of homes actively for sale in September 2021 decreased by 22.2% over the past year, Homes are being quickly snapped up as demand remains elevated.

Underbuilding over the last 20 years and a shrinking inventory of existing homes for sales has led to a significant housing shortage.

At the same time, industry-wide materials scarcity, price increases and labor shortages have hit builders hard and made them struggle to finish projects on time and as planned.

According to Freddie Mac, the average commitment rate for a 30-year, conventional, fixed-rate mortgage was 2.98% in June 2021, up slightly from 2.96% in May 2021.

According to Freddie Mac, the average commitment rate for a 30-year, conventional, fixed-rate mortgage was 2.90% in September 2021, up slightly from 2.84% in August 2021.

The average commitment rate for all of 2020 was 3.11%, down from 4.54% for 2018.

Commercial Real Estate Other Than Housing

CoStar indicates demand for apartments totaled roughly 350,000 units through the first half of 2021, nearly matching full-year totals for both 2020 and 2019 with the national apartment vacancy rate plummeting to a two-decade low of 5.4%.

CoStar indicates demand for apartments totaled roughly 600,000 units through the first nine months of 2021, nearly matching full-year totals for both 2020 and 2019 with the national apartment vacancy rate plummeting to a two-decade low of 4.5%.

Both suburban and downtown areas are recording strong gains across a wide range of diverse markets.

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The use of concessions has come back down to normal levels, although many downtown properties continue to utilize them to attract tenants.

With demand and rent growth indicators surging, investors have regained confidence in the sector, and sales volume has return to more normal levels over the past quarters.

With demand and rent growth indicators surging, investors have renewed confidence in the sector, and sales volume has returned to more normal levels.

Values are back on the rise with investors gravitating toward Sun Belt markets and increased sales volume observed in metros like Dallas-Fort Worth, Atlanta, and Phoenix.

As of the end of June 2021, national apartment vacancy rates had recovered to pre-COVID levels at 5.4% compared to 6.2% as of December 2019.

Our market areas reflected the following vacancy levels as of June 30, 2021:

As of the end of September 2021, national apartment vacancy rates had recovered to pre-COVID levels at 4.6% compared to 6.2% as of December 2019.

Our market areas reflected the following vacancy levels as of September 30, 2021:

Springfield, Mo.

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at 5.8%, Dallas-Fort Worth at 5.7%, Chicago at 5.6%, Atlanta at 5.2%, and Denver at 5.4%.

Even before the disruption caused by the COVID-19 pandemic, the trend of slowing growth in the office industry was expected to continue in 2020 and linger throughout 2021.

Even before the disruption caused by the COVID-19 pandemic, the trend of slowing growth in the market for office space was expected to continue in 2020 and linger throughout 2021.

The office demand losses that characterized much of last year have carried into 2021.

Office-using employment remained nearly one million jobs lower than the peak level from the first quarter of 2020.

Absorption posted its worst quarter on record in the three months ended June 30, 2021, as tenants continue to downsize and adopt hybrid work models.

While office-using job sectors have shown resilience, the office sector has about 800,000 fewer office jobs than the peak at the start of 2020.

The current baseline forecast shows a steady, moderate acceleration with office-using job totals surpassing the prior peak by the end of this year;

however, overall projected job growth may no longer closely correlate to office demand.

As of the end of June 2021, national office vacancy rates had increased slightly to 12.4% while our market areas reflected the following vacancy levels:

Office-using employment remained nearly one million jobs lower than the peak level in the first quarter of 2020.

Even though tenants continue to downsize and adopt hybrid work models, typical office-using job sectors are projected to regain their pre-pandemic peak by the end of 2021.

As of the end of September 2021, national office vacancy rates remained about the same at 12.2% quarter-over-quarter while our market areas reflected the following vacancy levels:

Springfield, Mo.

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at 12.0%, Dallas-Fort Worth at 17.8%, Chicago at 14.6%, Atlanta at 13.8% and Denver at 14.3%.

Retail sales activity surged in the first half of 2021 as focus on coordinated vaccine distribution and supporting strong consumer confidence bolstered leasing activity and overall economic growth.

Retail sales activity surged in the first nine months of 2021 as focus on coordinated vaccine distribution and supporting strong consumer confidence bolstered leasing activity and overall economic growth.

While e-commerce continues to expand, consumers have continued to visit physical stores for both their basic needs and discretionary purchases.

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In addition, ongoing capacity restraints for service-oriented retailers such as restaurants, together with reduced foot traffic for various indoor malls and retailers, continues to contribute to both bankruptcies and store closure announcements particularly concentrated throughout the restaurant, apparel and department store subtypes.

At June 30, 2021, national retail vacancy rates remained level at 5.0% while our market areas reflected the following vacancy levels:

At September 30, 2021, national retail vacancy rates remained level at 4.7% while our market areas reflected the following vacancy levels:

Springfield, Mo.

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The unprecedented rise in online shopping and quick delivery demands brought on by the pandemic have propelled industrial demand to all-time highs.

Leasing activity in the industrial sector improved throughout the first half of 2021, primarily led by commitments from Amazon, power-grocers Walmart and Target, smaller healthcare and medical-oriented supply companies, food and beverage producers and manufacturers.

Strong demand from a wide variety of business types and segments was enough to offset new supply and decrease vacancy rates.

Leasing activity in the industrial sector improved throughout the first nine months of 2021, primarily led by commitments from Amazon, power-grocers Walmart and Target, smaller healthcare and medical-oriented supply companies, food and beverage producers and manufacturers.

Strong demand from a wide variety of business types and segments was enough to offset new supply and decreased vacancy rates.

Persistent demand from e-commerce and third-party logistics (3PLs) companies continues to drive demand.

Investors continue to aggressively pursue industrial acquisitions.

At June 30, 2021, national industrial vacancy rates decreased slightly to 5.1% while our market areas reflected the following vacancy levels:

At September 30, 2021, national industrial vacancy rates decreased slightly to 4.6% while our market areas reflected the following vacancy levels:

Springfield, Mo.

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The Company continues to work diligently with its nearly 1,200 associates to enforce the most current health, hygiene and social distancing practices.

A significant number of non-frontline associates continue to work from home.

Teams in nearly every operational department have been split, with part of each team working at an off-site disaster recovery facility to promote social distancing and to avoid service disruptions.

To date, there have been no service disruptions or reductions in staffing.

With the advent of COVID-19 vaccinations in the Company’s markets, plans are being considered to allow associates working from home or other sites to return to their normal workplace beginning in the third quarter of 2021, dependent on health and safety conditions.

With the advent of COVID-19 vaccinations in the Company’s markets, plans are being considered to allow associates working from home or other sites to return to their normal workplace beginning in the fourth quarter of 2021, dependent on health and safety conditions.

As always, customers can conduct their banking business using the banking center network, online and mobile banking services, ATMs, Telephone Banking, and online account opening services.

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Paycheck Protection Program Loans

Great Southern is actively participating in the Paycheck Protection Program (PPP) through the Small Business Administration (SBA).

The PPP has been met with very high demand throughout the country, resulting in a second round of funding through an amendment to the CARES Act.

In the earlier round of the PPP, we originated approximately 1,600 PPP loans totaling approximately $121 million.

As of July 26, 2021, full forgiveness proceeds have been received from the SBA for 1,591 of these PPP loans totaling approximately $121 million.

Great Southern has actively participated in the PPP through the SBA.

The PPP has been met with very high demand throughout the country, resulting in a second round of funding in 2021 through an amendment to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

In the first round of the PPP, we originated approximately 1,600 PPP loans, totaling approximately $121 million.

As of September 30, 2021, full forgiveness proceeds have been received from the SBA for almost all of these PPP loans.

On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act authorized the reopening of the PPP for eligible first-draw and second-draw borrowers which began on January 19, 2021, and had an original expiration date of March 31, 2021.

On March 30, 2021, the PPP Extension Act of 2021 was signed, extending the PPP an additional two months to May 31, 2021, along with an additional 30-day period for the SBA to process applications that were still pending as of May 31, 2021.

Since the reopening period began in January 2021, the Company has funded 1,650 loans totaling approximately $58 million.

As of July 26, 2021, full forgiveness proceeds have been received from the SBA for 16 of these PPP loans totaling approximately $2.5 million.

In the second round of the PPP, we funded approximately 1,650 PPP loans, totaling approximately $58 million.

As of October 25, 2021, full forgiveness proceeds have been received from the SBA for 911 of these PPP loans, totaling approximately $28 million.

Great Southern receives fees from the SBA for originating PPP loans based on the amount of each loan.

At June 30, 2021, remaining net deferred fees related to PPP loans totaled $3.7 million.

At September 30, 2021, remaining net deferred fees related to PPP loans totaled $2.1 million.

The fees, net of origination costs, are deferred in accordance with standard accounting practices and will be accreted to interest income on loans over the contractual life of each loan.

These loans generally have a contractual maturity of two years from origination date, but may be repaid or forgiven (by the SBA) sooner.

If these loans are repaid or forgiven prior to their contractual maturity date, the remaining deferred fee for such loan will be accreted to interest income on loans immediately.

We expect a portion of these remaining net deferred fees will accrete to interest income in the third and fourth quarters of 2021.

In the three and six months ended June 30, 2021, Great Southern recorded approximately $1.1 million and $2.3 million, respectively, of net deferred fees in interest income on PPP loans.

These remaining loans generally have a contractual maturity of up to five years from origination date, but may be repaid or forgiven (by the SBA) sooner.

If these loans are repaid or forgiven prior to their contractual maturity date, the remaining deferred fee for such loans will be accreted to interest income immediately.

We expect a significant portion of these remaining net deferred fees will accrete to interest income during the remainder of 2021, with little of this income being recognized in 2022 or beyond.

In the three and nine months ended September 30, 2021, Great Southern recorded approximately $1.6 million and $3.9 million, respectively, of net deferred fees in interest income on PPP loans.

Loan Modifications

At June 30, 2021, the Company had remaining 15 modified commercial loans with an aggregate principal balance outstanding of $91 million and 30 modified consumer and mortgage loans with an aggregate principal balance outstanding of $ 876,000.

At September 30, 2021, the Company had remaining eight modified commercial loans with an aggregate principal balance outstanding of $38.2 million and 16 modified consumer and mortgage loans with an aggregate principal balance outstanding of $1.6 million.

These balances have decreased from $232.4 million and $18.2 million, respectively, for these loan categories at December 31, 2020.

The loan modifications are within the guidance provided by the CARES Act, the federal banking regulatory agencies, the SEC and the Financial Accounting Standards Board (FASB);

The loan modifications are within the guidance provided by the CARES Act, the federal banking regulatory agencies, the SEC and the FASB;

therefore, they are not considered TDRs.

At June 30, 2021, the largest total modified loans by collateral type were in the following categories:

At September 30, 2021, the largest total modified loans by collateral type were in the following categories:

healthcare - $11.6 million;

hotel/motel - $10.9 million;

retail - $7.7 million;

healthcare - $18 million;

multifamily - $11 million.

A portion of the loans modified at June 30, 2021, may be further modified, and new loans may be modified, within the guidance provided by the CARES Act (and subsequent legislation enacted in December 2020), the federal banking regulatory agencies, the SEC and the FASB if a more severe or lengthier deterioration in economic conditions occurs in future periods.

office - $6.9 million.

A portion of the loans modified at September 30, 2021, may be further modified, and new loans may be modified, within the guidance provided by the CARES Act (and subsequent legislation enacted in December 2020), the federal banking regulatory agencies, the SEC and the FASB if a more severe or lengthier deterioration in economic conditions occurs in future periods.

The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on net interest income, as well as provisions for credit losses and the level of non-interest income and non-interest expense.

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When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

Great Southern’s total assets increased $51.2 million, or 0.9%, from $5.53 billion at December 31, 2020, to $5.58 billion at June 30, 2021.

Details of the current period changes in total assets are provided in the “Comparison of Financial Condition at June 30, 2021 and December 31, 2020” section of this Quarterly Report on Form 10-Q.

Net outstanding loans decreased $82.5 million, or 1.9%, from $4.30 billion at December 31, 2020, to $4.21 billion at June 30, 2021.

Great Southern’s total assets decreased $74.6 million, or 1.3%, from $5.53 billion at December 31, 2020, to $5.45 billion at September 30, 2021.

Details of the current period changes in total assets are provided in the “Comparison of Financial Condition at September 30, 2021 and December 31, 2020” section of this Quarterly Report on Form 10-Q.

Net outstanding loans decreased $271.1 million, or 6.3%, from $4.30 billion at December 31, 2020, to $4.03 billion at September 30, 2021.

The net decrease in loans included reductions of $19.1 million in the FDIC-assisted acquired loan portfolios.

The decrease was primarily in construction loans, commercial business, and consumer auto loans.

This decrease was offset by increases in other residential (multi-family) loans, one- to four family residential loans and commercial real estate loans.

Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans decreased $40.0 million, or 0.8%, from December 31, 2020 to June 30, 2021.

The decrease was primarily in other residential (multi-family) loans, commercial business loans, commercial real estate loans and consumer auto loans.

These decreases were partially offset by increases in one- to four family residential loans and construction loans.

Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans decreased $210.0 million, or 4.1%, from December 31, 2020 to September 30, 2021.

As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline and credit quality, no assurances can be made regarding our future loan growth.

We expect minimal loan growth for the foreseeable future due to the remaining uncertainty resulting from the COVID-19 pandemic.

We currently expect minimal net loan growth for the foreseeable future due to uncertainty resulting from the higher level of loan repayments we have experienced in 2021.

New loan origination volumes have been strong and are consistent with levels seen in the past couple of years.

The Company’s strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.

Recent growth has occurred in several loan types, primarily other residential (multi-family) loans and commercial real estate loans and in most of Great Southern’s primary lending locations, including Springfield, St.

Recent growth has occurred in some loan types, primarily construction loans, and in most of Great Southern’s primary lending locations, including Springfield, St.

Louis, Kansas City, Des Moines and Minneapolis, as well as our loan production offices in Atlanta, Chicago, Dallas, Denver, Omaha and Tulsa.

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We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size.

At June 30, 2021, 0.4% of the owner occupied portfolio had loan-to-value ratios above 100% at origination.

At September 30, 2021, 0.3% of our owner occupied one-to four-family residential loans had loan-to-value ratios above 100% at origination.

At December 31, 2020, none of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

At June 30, 2021 and December 31, 2020, an estimated 0.6% of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

At June 30, 2021, TDRs, including FDIC-acquired loans, totaled $4.0 million, or 0.09% of total loans, an increase of $726,000 from $3.3 million, or 0.08% of total loans, at December 31, 2020.

The December 31, 2020 amount excludes $1.7 million of FDIC-acquired loans accounted for under ASC 310-30.

At September 30, 2021 and December 31, 2020, an estimated 0.6% of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.

At September 30, 2021, TDRs, including FDIC-assisted acquired loans, totaled $3.8 million, or 0.09% of total loans, an increase of $448,000 from $3.3 million, or 0.08% of total loans, at December 31, 2020.

The December 31, 2020 amount excludes $1.7 million of FDIC-assisted acquired loans accounted for under ASC 310-30.

Concessions granted to borrowers experiencing financial difficulties may include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

For TDRs occurring during the six months ended June 30, 2021, none were restructured into multiple new loans.

For TDRs occurring during the nine months ended September 30, 2021, none were restructured into multiple new loans.

For TDRs occurring during the year ended December 31, 2020, five loans totaling $107,000 were restructured into multiple new loans.

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Although loan modifications were made, they did not result in these loans being classified as TDRs, potential problem loans or non-performing loans.

As of June 30, 2021, $91 million of commercial loans and $ 876,000 of residential and consumer loans were subject to such modifications.

As of September 30, 2021, $38.2 million of commercial loans and $1.6 million of residential and consumer loans were subject to such modifications.

If more severe or lengthier negative impacts of the COVID-19 pandemic occur or the effects of the SBA loan programs and other loan and stimulus programs do not enable companies and individuals to completely recover financially, this could result in more and/or longer-term modifications, which may be deemed to be TDRs, additional potential problem loans and/or additional non-performing loans.

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Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.

The Company continues its preparation for discontinuation of interest rates such as LIBOR.

LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by the Company, but by far the most significant area impacted by LIBOR is related to commercial and residential mortgage loans.

The Company continues its preparation for discontinuation of use of interest rates such as LIBOR.

LIBOR is a benchmark interest rate referenced in a variety of agreements used by the Company, but by far the most significant area impacted by LIBOR is related to commercial and residential mortgage loans.

After 2021, certain LIBOR rates may no longer be published and it is expected to eventually be discontinued as a reference rate.

Other interest rates used globally could also be discontinued for similar reasons.

The Company has been monitoring its portfolio of loans tied to LIBOR on a regular frequency since 2019, with specific groups of loans identified.

The Company has been regularly monitoring its portfolio of loans tied to LIBOR since 2019, with specific groups of loans identified.

The Company implemented robust LIBOR fallback language for all commercial loan transactions beginning near the end of 2018, with such language utilized for all new originations and renewed/modified commercial loans since that time.

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Available-for-sale Securities.

In the six months ended June 30, 2021, available-for-sale securities increased $35.9 million, or 8.7%, from $414.9 million at December 31, 2020, to $450.8 million at June 30, 2021.

In the nine months ended September 30, 2021, available-for-sale securities increased $18.0 million, or 4.3%, from $414.9 million at December 31, 2020, to $432.9 million at September 30, 2021.

The increase was primarily due to the purchase of U.S.

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Government agency securities.

The Company used increased deposits to fund this increase in investment securities.

The Company used increased deposits and loan repayments to fund this increase in investment securities.

The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, and brokered deposits.

The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities.

In the six months ended June 30, 2021, total deposit balances increased $49.5 million, or 1.1%.

Transaction account balances increased $281.0 million, or 9.0%, to $3.41 billion at June 30, 2021, while retail certificates of deposit decreased $140.2 million, or 11.4%, to $1.09 billion at June 30, 2021.

In the nine months ended September 30, 2021, total deposit balances decreased $6.7 million, or 0.1%.

Transaction account balances increased $328.3 million, or 10.5%, to $3.45 billion at September 30, 2021, while retail certificates of deposit decreased $243.7 million, or 19.8%, to $988.4 million at September 30, 2021.

The increases in transaction accounts were primarily a result of increases in various money market accounts and NOW deposit accounts.

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CDs initiated through internet channels experienced a planned decrease due to increases in overall liquidity levels and to reduce the Company’s cost of funds.

Customer deposits at June 30, 2021 and December 31, 2020, totaling $42.7 million and $39.4 million, respectively, were part of the IntraFi program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit.

Brokered deposits, including IntraFi Funding deposits, were $67.4 million at June 30, 2021, a decrease of $91.3 million from $158.7 million at December 31, 2020.

Customer deposits at September 30, 2021 and December 31, 2020, totaling $41.5 million and $39.4 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit.

Brokered deposits, including IntraFi Funding deposits, were $67.4 million at September 30, 2021, a decrease of $91.3 million from $158.7 million at December 31, 2020.

The brokered deposits were allowed to mature without replacement as other deposit categories increased and to reduce the Company’s cost of funds.

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Securities sold under reverse repurchase agreements with customers.

Securities sold under reverse repurchase agreements with customers decreased $5.8 million from $164.2 million at December 31, 2020 to $158.4 million at June 30, 2021.

Securities sold under reverse repurchase agreements with customers increased $3.1 million from $164.2 million at December 31, 2020 to $167.3 million at September 30, 2021.

These balances fluctuate over time based on customer demand for this product.

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In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16.

At June 30, 2021, the Federal Funds rate stood at 0.25%.

The FRB met in June 2021 and indicated they plan to keep the rates steady.

A substantial portion of Great Southern’s loan portfolio ($1.94 billion at June 30, 2021) is tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days after June 30, 2021.

At September 30, 2021, the Federal Funds rate stood at 0.25%.

The FRB met in September 2021 and indicated they plan to keep the rates steady.

A substantial portion of Great Southern’s loan portfolio ($1.80 billion at September 30, 2021) is tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days after September 30, 2021.

Of these loans, $1.78 billion had interest rate floors.

Great Southern also has a portfolio of loans ($254 million at June 30, 2021) tied to a "prime rate"

of interest and will adjust immediately with changes to the “prime rate” of interest.

Great Southern also has a portfolio of loans ($533.8 million at September 30, 2021) tied to a “prime rate” of interest and will adjust immediately with changes to the “prime rate” of interest.

Of these loans, $503.6 million had interest rate floors at various rates.

At September 30, 2021, $1.3 billion in LIBOR and “prime rate” loans were at their floor rate.

If interest rates were to

increase 25 basis points, loans of $284.6 million would move above their floor rate.

If interest rates were to increase 50 basis points, an additional $344.8 million in loans would move above their floor rate.

A rate cut by the FRB generally would have an anticipated immediate negative impact on the Company’s net interest income due to the large total balance of loans tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts.

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Conversely, interest rate increases would normally result in increased interest rates on our LIBOR-based and prime-based loans.

As of June 30, 2021, Great Southern's interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company's net interest income, while declining interest rates are expected to have a negative impact on net interest income.

As of September 30, 2021, Great Southern’s interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company's net interest income, while declining interest rates are expected to have a negative impact on net interest income.

We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates.

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Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses.

Details of the current period changes in non-interest income and non-interest expense are provided in the “Results of Operations and Comparison for the Three and Six Months Ended June 30, 2021 and 2020” section of this report.

Details of the current period changes in non-interest income and non-interest expense are provided in the “Results of Operations and Comparison for the Three and Nine Months Ended September 30, 2021 and 2020” section of this report.

Effect of Federal Laws and Regulations

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“Basel III” refers to various documents released by the Basel Committee on Banking Supervision.

For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply.

Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply.

The chief features of these rules are summarized below.

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The Company’s banking center network continues to evolve.

In the Joplin, Missouri, market, the Company purchased a banking facility in the fourth quarter of 2019 vacated by another financial institution, which included a contractual black-out period that ended in April 2021.

A third party vendor has been engaged by the Company to redesign this facility as a “bank of the future” prototype to incorporate evolving customer preferences.

Variations of this prototype design may be utilized in other select banking centers in the Company’s footprint in the future.

The Company expects the new office in Joplin to open on September 20, 2021, whereupon the nearby leased banking center at 1710 E.

32nd Street will be consolidated into this new office.

There are two banking centers currently serving the Joplin market.

Louis market area, the Company intends to consolidate its Westfall Plaza banking center at 8013 W.

Florissant into the Ferguson banking center at 10385 W.

Florissant, which is less than three miles away.

The Westfall Plaza banking center is expected to close after business hours on November 5, 2021.

With this consolidation, the Company will operate 18 banking centers in the St.

Louis metropolitan area.

On June 30, 2021, the Company notified holders that it will redeem on August 15, 2021, all of the Company’s outstanding 5.25% Fixed-to-Floating Rate Subordinated Notes (due August 15, 2026) having an aggregate principal amount of $75 million, in accordance with the terms of the subordinated notes.

The Company will use excess cash on hand for the redemption payment.

The Company’s Chief Operating Officer, Doug Marrs, retired from the Company on July 6, 2021.

Marrs joined Great Southern in 1996, with his banking career spanning 43 years.

During his tenure at Great Southern, the Company grew from less than $1 billion in assets with operations primarily in the southwest Missouri region, to $5.6 billion in assets with operations in eleven states.

Marrs announced his retirement more than a year ago to ensure a smooth management transition.

His successor, Mark Maples, is a banking veteran with 39 years of banking experience, 16 of which have been with Great Southern.

Comparison of Financial Condition at June 30, 2021 and December 31, 2020

During the six months ended June 30, 2021, the Company’s total assets increased by $51.2 million to $5.58 billion.

The increase was primarily attributable to increases in available-for-sale investment securities and cash equivalents.

Cash and cash equivalents were $681.8 million at June 30, 2021, an increase of $118.1 million, or 20.9%, from $563.7 million at December 31, 2020.

These additional funds were held at the Federal Reserve Bank and primarily were the result of increases in deposits and net loan repayments.

In late September 2021 in the Joplin, Missouri, market, the Company opened a new banking center at 2801 E.

32nd Street, replacing a nearby leased office.

The new office provides customers more convenient access and has a fresh, modern design facilitating an enhanced customer experience.

The Company currently has two banking centers serving the Joplin market.

After a thorough evaluation, the Company announced that it will consolidate one banking center in the St.

Louis region.

The Westfall Plaza banking center located at 8013 W.

Florissant is expected to be consolidated into a nearby Great Southern office at 10385 W.

Florissant, less than three miles away.

The Westfall Plaza office is scheduled to close after business hours on November 5, 2021, which will leave the Company with 18 banking centers serving the greater St.

Thomason, Vice President and Chief Information Officer, intends to retire at the end of 2021.

Thomason is primarily responsible for information services and technology for Great Southern.

He announced his intention to retire more than a year in advance to assure an orderly leadership transition.

A succession plan is in place.

With more than 40 years in the banking industry, Mr.

Thomason joined Great Southern in 1997.

He has been an integral part of the Bank’s growth and success for the last 24 years.

Comparison of Financial Condition at September 30, 2021 and December 31, 2020

During the nine months ended September 30, 2021, the Company’s total assets decreased by $74.6 million to $5.45 billion.

The decrease was primarily in net loans, and was partially offset by an increase in cash equivalents.

Cash and cash equivalents were $769.2 million at September 30, 2021, an increase of $205.5 million, or 36.4%, from $563.7 million at December 31, 2020.

These additional funds were held at the Federal Reserve Bank and primarily were the result of increases in net loan repayments throughout 2021.

The Company's available-for-sale securities increased $18.0 million, or 4.3%, compared to December 31, 2020.

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Government agency securities.

The available-for-sale securities portfolio was 8.1% and 7.5% of total assets at June 30, 2021 and December 31, 2020, respectively.

Net loans decreased $82.5 million from December 31, 2020, to $4.21 billion at June 30, 2021.

Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans (including the undisbursed portion of loans) decreased $40.0 million, or 0.8%, from December 31, 2020 to June 30, 2021.

This decrease was primarily in construction loans ($41 million decrease), consumer auto loans ($23 million decrease) and commercial business loans ($65 million decrease).

These decreases were partially offset by increases in other residential (multi-family) loans ($18 million increase), one- to four-family residential loans ($46 million increase) and commercial real estate loans ($31 million increase).

Total liabilities increased $51.3 million, from $4.90 billion at December 31, 2020 to $4.95 billion at June 30, 2021.

The increase was primarily attributable to an increase in deposits, partially offset by a decrease in securities sold under reverse repurchase agreements.

Total deposits increased $49.5 million, or 1.1%, to $4.57 billion at June 30, 2021.

Transaction account balances increased $281.0 million to $3.41 billion at June 30, 2021, while retail certificates of deposit decreased $140.2 million compared to December 31, 2020, to $1.09 billion at June 30, 2021.

The available-for-sale securities portfolio was 7.9% and 7.5% of total assets at September 30, 2021 and December 31, 2020, respectively.

Net loans decreased $271.1 million from December 31, 2020, to $4.03 billion at September 30, 2021.

Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans (including the undisbursed portion of loans) decreased $210.0 million, or 4.1%, from December 31, 2020 to September 30, 2021.

This decrease was primarily in other residential (multi-family) loans ($233 million decrease), commercial business loans ($77 million decrease), commercial real estate loans ($45 million decrease) and consumer auto loans ($31 million decrease).

These decreases were partially offset by increases in construction loans ($135 million increase) and one- to four-family residential loans ($44 million increase).

Total liabilities decreased $69.5 million, from $4.90 billion at December 31, 2020 to $4.83 billion at September 30, 2021.

The decrease was primarily attributable to the redemption of $75 million of subordinated notes during the 2021 period.

Total deposits decreased $6.7 million, or 0.1%, to $4.51 billion at September 30, 2021.

Transaction account balances increased $328.3 million to $3.45 billion at September 30, 2021, while retail certificates of deposit decreased $243.7 million compared to December 31, 2020, to $988.4 million at September 30, 2021.

The increase in transaction accounts was primarily a result of increases in NOW deposit accounts, money market accounts and IntraFi Network Deposits.

Interest-bearing checking accounts increased $162.1 million while demand deposit accounts increased $118.9 million.

Total interest-bearing checking accounts increased $257.5 million while demand deposit accounts increased $70.8 million.

Customer retail certificates of deposit initiated through our banking center network decreased $111.8 million and certificates of deposit initiated through our national internet network decreased $134.0 million.

Customer deposits at June 30, 2021 and December 31, 2020 totaling $42.7 million and $39.4 million, respectively, were part of the IntraFi program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit.

Brokered deposits, including IntraFi Funding deposits, were $67.4 million at June 30, 2021, a decrease of $91.3 million from $158.7 million at December 31, 2020.

Customer deposits at September 30, 2021 and December 31, 2020 totaling $41.5 million and $39.4 million, respectively, were part of the IntraFi Network Deposits program, which allows customers to maintain balances in an insured manner that would otherwise exceed the FDIC deposit insurance limit.

Brokered deposits, including IntraFi Funding deposits, were $67.4 million at September 30, 2021, a decrease of $91.3 million from $158.7 million at December 31, 2020.

The brokered deposits were allowed to mature without replacement as other deposit categories increased.

Securities sold under reverse repurchase agreements with customers decreased $5.8 million from $164.2 million at December 31, 2020 to $158.4 million at June 30, 2021.

Securities sold under reverse repurchase agreements with customers increased $3.1 million from $164.2 million at December 31, 2020 to $167.3 million at September 30, 2021.

These balances fluctuate over time based on customer demand for this product.

Total stockholders' equity decreased $184,000 from $629.7 million at December 31, 2020 to $629.6 million at June 30, 2021.

The Company recorded net income of $39.0 million for the six months ended June 30, 2021.

In addition, total stockholders’ equity increased $2.7 million due to stock option exercises.

Total stockholders' equity decreased $5.1 million from $629.7 million at December 31, 2020 to $624.6 million at September 30, 2021.

The Company recorded net income of $59.3 million for the nine months ended September 30, 2021.

In addition, stockholders’ equity increased $3.5 million due to stock option exercises.

Accumulated other comprehensive income decreased $15.9 million due to decreases in the fair value of available-for-sale investment securities and the termination value of the cash flow interest rate swap.

Stockholders’ equity also decreased due to dividends declared on common stock of $14.1 million and repurchases of the Company’s common stock totaling $23.8 million.

In addition, the initial adoption of the CECL accounting standard for credit losses resulted in a decrease in stockholders’ equity of $14.2 million.

Results of Operations and Comparison for the Three and Six Months Ended June 30, 2021 and 2020

Net income was $20.1 million for the three months ended June 30, 2021 compared to $13.2 million for the three months ended June 30, 2020.

This increase of $6.9 million, or 52.3%, was primarily due to a decrease in the provision for credit losses on loans and unfunded commitments of $7.3 million, or 121.8%, an increase in noninterest income of $1.3 million, or 16.0%, and an increase in net interest income of $1.2 million, or 2.8%, partially offset by an increase in income tax expense of $2.1 million, or 66.6%, and an increase in noninterest expense of $842,000, or 2.9%.

Net income was $39.0 million for the six months ended June 30, 2021 compared to $28.1 million for the six months ended June 30, 2020.

This increase of $10.9 million, or 38.9%, was primarily due to a decrease in the provision for credit losses on loans and unfunded commitments of $11.6 million, or 117.0%, an increase in noninterest income of $3.7 million, or 23.6%, and an increase in net interest income of $380,000, or 0.4%, partially offset by an increase in income tax expense of $4.4 million, or 73.8%, and an increase in noninterest expense of $349,000, or 0.6%.

In addition, the initial adoption of the CECL accounting standard for credit losses on January 1, 2021, resulted in a decrease in stockholders’ equity of $14.2 million.

Results of Operations and Comparison for the Three and Nine Months Ended September 30, 2021 and 2020

Net income was $20.4 million for the three months ended September 30, 2021 compared to $13.5 million for the three months ended September 30, 2020.

This increase of $6.9 million, or 51.4%, was primarily due to a decrease in the provision for credit losses on loans and unfunded commitments of $6.9 million, or 152.4%, an increase in net interest income of $755,000, or 1.7%, an increase in noninterest income of $332,000, or 3.5%, and a decrease in noninterest expense of $649,000, or 2.0%, partially offset by an increase in income tax expense of $1.7 million, or 45.6%.

Net income was $59.3 million for the nine months ended September 30, 2021 compared to $41.5 million for the nine months ended September 30, 2020.

This increase of $17.8 million, or 42.9%, was primarily due to a decrease in the provision for credit losses on loans and unfunded commitments of $18.4 million, or 128.1%, an increase in net interest income of $1.1 million, or 0.9%, an increase in noninterest income of $4.0 million, or 16.0%, and a decrease in noninterest expense of $299,000, or 0.3%, partially offset by an increase in income tax expense of $6.0 million, or 63.0%.

Total Interest Income

Total interest income decreased $3.6 million, or 6.6%, during the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

Total interest income decreased $4.0 million, or 7.4%, during the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

The decrease was due to a $3.9 million decrease in interest income on loans and a $19,000 decrease in interest income on investment securities and other interest-earning assets.

Interest income on loans decreased for the three months ended June 30, 2021 compared to the same period in 2020, primarily due to lower average rates of interest on loans.

Interest income from investment securities and other interest-earning assets decreased during the three months ended June 30, 2021 compared to the same period in 2020 primarily due to lower average rates of interest, partially offset by higher average balances of investment securities and other interest-earning assets.

Total interest income decreased $10.4 million, or 9.3%, during the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Interest income on loans decreased for the three months ended September 30, 2021 compared to the same period in 2020, primarily due to lower average loan balances, but also due to lower average rates of interest.

Interest income from investment securities and other interest-earning assets decreased during the three months ended September 30, 2021 compared to the same period in 2020 primarily due to lower average rates of interest, partially offset by higher average balances of investment securities and other interest-earning assets.

Total interest income decreased $14.4 million, or 8.7%, during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

The decrease was due to a $13.8 million decrease in interest income on loans and a $511,000 decrease in interest income on investment securities and other interest-earning assets.

Interest income on loans decreased for the six months ended June 30, 2021 compared to the same period in 2020, due to lower average rates of interest on loans, partially offset by higher average balances.

Interest income from investment securities and other interest-earning assets decreased during the six months ended June 30, 2021 compared to the same period in 2020 primarily due to lower average rates of interest, partially offset by higher average balances of investment securities and other interest-earning assets.

Interest income on loans decreased for the nine months ended September 30, 2021 compared to the same period in 2020, due primarily to lower average rates of interest on loans.

Interest income from investment securities and other interest-earning assets decreased during the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to lower average rates of interest, partially offset by higher average balances of investment securities and other interest-earning assets.

Interest Income – Loans

During the three months ended June 30, 2021 compared to the three months ended June 30, 2020, interest income on loans decreased $3.3 million as a result of lower average interest rates on loans.

The average yield on loans decreased from 4.64% during the three months ended June 30, 2020, to 4.33% during the three months ended June 30, 2021.

This decrease was primarily due to decreased yields in most loan categories as a result of decreased LIBOR and Federal Funds interest rates.

Interest income on loans decreased $230,000 as the result of lower average loan balances, which decreased from $4.40 billion during the three months ended June 30, 2020, to $4.38 billion during the three months ended June 30, 2021.

During the three months ended September 30, 2021 compared to the three months ended September 30, 2020, interest income on loans decreased $2.8 million as the result of lower average loan balances, which decreased from $4.51 billion during the three months ended September 30, 2020, to $4.24 billion during the three months ended September 30, 2021.

The lower average balances were primarily due to higher loan repayments during the 2021 period.

During the six months ended June 30, 2021 compared to the six months ended June 30, 2020, interest income on loans decreased $11.8 million as a result of lower average interest rates on loans.

The average yield on loans decreased from 4.89% during the six months ended June 30, 2020, to 4.36% during the six months ended June 30, 2021.

Interest income on loans also decreased $1.1 million as a result of lower average interest rates on loans.

The average yield on loans decreased from 4.46% during the three months ended September 30, 2020, to 4.35% during the three months ended September 30, 2021.

This decrease was primarily due to decreased yields in most loan categories as a result of decreased LIBOR and Federal Funds interest rates.

Interest income on loans increased $1.9 million as the result of higher average loan balances, which increased from $4.31 billion during the six months ended June 30, 2020, to $4.39 billion during the six months ended June 30, 2021.

The higher average balances were primarily due to organic loan growth in commercial business loans, other residential (multi-family) loans, commercial real estate loans and one- to four-family residential loans, partially offset by decreases in outstanding construction loans and consumer loans.

On an on-going basis, the Company has estimated the cash flows expected to be collected from FDIC-acquired loan pools.

In addition, new loans (excluding one- to four-family mortgage loans) originated in the three months ended September 30, 2021, had an average contractual interest rate of 3.87%, compared to an average contractual interest rate of about 3.89% for the portfolio (excluding one- to four-family mortgage loans) at September 30, 2021.

Commercial real estate loans (including multifamily loans and construction loans) originated in the three months ended September 30, 2021, had contractual interest rates averaging 3.65-3.75%, compared to an average contractual interest rate of about 3.85% for the portfolio of these loan types at September 30, 2021.

During the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, interest income on loans decreased $12.6 million as a result of lower average interest rates on loans.

The average yield on loans decreased from 4.74% during the nine months ended September 30, 2020, to 4.36% during the nine months ended September 30, 2021.

This decrease was primarily due to decreased yields in most loan categories as a result of decreased LIBOR and Federal Funds interest rates.

Interest income on loans also decreased $1.3 million as the result of lower average loan balances, which decreased from $4.38 billion during the nine months ended September 30, 2020, to $4.34 billion during the nine months ended September 30, 2021.

The lower average balances were primarily due to higher loan repayments during the 2021 period.

On an on-going basis, the Company has estimated the cash flows expected to be collected from FDIC-assisted acquired loan pools.

For each of the loan portfolios acquired, the cash flow estimates have increased, based on the payment histories and the collection of certain loans, thereby reducing loss expectations of certain loan pools, resulting in adjustments to be spread on a level-yield basis over the remaining expected lives of the loan pools.

The entire amount of the discount adjustment has been and will be accreted to interest income over time.

For the three months ended June 30, 2021 and 2020, the adjustments increased interest income by $428,000 and $1.5 million, respectively.

For the six months ended June 30, 2021 and 2020, the adjustments increased interest income by $1.1 million and $3.4 million, respectively.

As of June 30, 2021, the remaining accretable yield adjustment that will affect interest income was $885,000.

Of the remaining adjustments affecting interest income, we expect to recognize approximately $453,000 of interest income during the remainder of 2021.

For the three months ended September 30, 2021 and 2020, the adjustments increased interest income by $279,000 and $1.2 million, respectively.

For the nine months ended September 30, 2021 and 2020, the adjustments increased interest income by $1.4 million and $4.6 million, respectively.

As of September 30, 2021, the remaining accretable yield adjustment that will affect interest income was $606,000.

Of the remaining adjustments affecting interest income, we expect to recognize approximately $178,000 of interest income during the fourth quarter of 2021 .

As discussed in Note 6 of the Notes to Consolidated Financial Statements contained in this report, we adopted the new accounting standard related to accounting for credit losses as of January 1, 2021.

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All adjustments made prior to January 1, 2021, will continue to be accreted to interest income.

Apart from the yield accretion, the average yield on loans was 4.30% during the three months ended June 30, 2021, compared to 4.50% during the three months ended June 30, 2020, as a result of lower current market rates on adjustable rate loans and new loans originated during the past year.

Apart from the yield accretion, the average yield on loans was 4.31% during the six months ended June 30, 2021, compared to 4.73% during the six months ended June 30, 2020.

Apart from the yield accretion, the average yield on loans was 4.33% during the three months ended September 30, 2021, compared to 4.35% during the three months ended September 30, 2020.

Apart from the yield accretion, the average yield on loans was 4.32% during the nine months ended September 30, 2021, compared to 4.60% during the nine months ended September 30, 2020, as a result of lower current market rates on adjustable rate loans and new loans originated during the past year.

In October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans.

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If one-month USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as a reduction of interest income on loans.

The Company recorded interest income related to the interest rate swap of $2.0 million and $2.0 million, respectively, in the three months ended June 30, 2021 and 2020.

The Company recorded interest income related to the interest rate swap of $4.0 million and $3.6 million, respectively, in the six months ended June 30, 2021 and 2020.

In March 2020, the Company and its swap counterparty mutually agreed to terminate the $400 million interest rate swap prior to its contractual maturity.

The Company received a payment of $45.9 million from its swap counterparty as a result of this termination.

This $45.9 million, less the accrued interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it will be accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025.

This will have the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period.

In each quarterly period, until the original contract termination date, the Company expects to record loan interest income related to this swap transaction of approximately $2.0 million, based on the termination values of the swap.

The Company currently expects to have an amount of eligible variable rate loans to continue to accrete this interest income in future periods.

This $45.9 million, less the accrued to date interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and is being accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025.

This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period.

In each quarterly period, until the original contract termination date, the Company expects to record loan interest income related to this swap transaction of approximately $2.0 million,

based on the termination values of the swap.

The Company recorded interest income related to the interest rate swap of $2.0 million and $2.0 million, respectively, in the three months ended September 30, 2021 and 2020.

The Company recorded interest income related to the interest rate swap of $6.1 million and $5.6 million, respectively, in the nine months ended September 30, 2021 and 2020.

The Company currently expects to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income in future periods.

If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.

Interest Income – Investments and Other Interest-earning Assets

Interest income on investments decreased $121,000 in the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

Interest income decreased $306,000 as a result of lower average interest rates from 2.86% during the three months ended June 30, 2020, to 2.58% during the three month period ended June 30, 2021.

Partially offsetting that decrease was an increase of $185,000 as a result of an increase in average balances from $433.4 million during the three months ended June 30, 2020, to $460.0 million during the three months ended June 30, 2021.

Interest income on investments decreased $183,000 in the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Interest income decreased $210,000 as a result of lower average interest rates from 2.71% during the three months ended September 30, 2020, to 2.52% during the three month period ended September 30, 2021.

Partially offsetting that decrease was an increase in interest income of $27,000 as a result of an increase in average balances from $449.4 million during the three months ended September 30, 2020, to $453.3 million during the three months ended September 30, 2021.

Average balances of securities increased primarily due to purchases of agency multi-family mortgage-backed securities which have a fixed rate of interest with expected lives of four to ten years.

These purchased securities fit with the Company’s current asset/liability management strategies.

Interest income on investments decreased $387,000 in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Interest income decreased $787,000 as a result of lower average interest rates from 3.03% during the six months ended June 30, 2020, to 2.66% during the six month period ended June 30, 2021.

Partially offsetting that decrease was an increase of $400,000 as a result of an increase in average balances from $409.2 million during the six months ended June 30, 2020, to $437.5 million during the six months ended June 30, 2021.

Interest income on investments decreased $571,000 in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Interest income decreased $992,000 as a result of lower average interest rates from 2.92% during the nine months ended September 30, 2020, to 2.61% during the nine month period ended September 30, 2021.

Partially offsetting that decrease was an increase in interest income of $421,000 as a result of an increase in average balances from $422.7 million during the nine months ended September 30, 2020, to $442.8 million during the nine months ended September 30, 2021.

Average balances of securities increased primarily due to the investment purchases described above.

Interest income on other interest-earning assets increased $50,000 in the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

Average interest rates were unchanged, at 0.10%, during both the three months ended June 30, 2021 and the three months ended June 30, 2020.

Interest income increased $50,000 as a result of an increase in average balances from $321.4 million during the three months ended June 30, 2020, to $514.7 million during the three months ended June 30, 2021.

Excess liquidity, after repayment of FHLBank borrowings, was maintained at the Federal Reserve Bank as a result of the significant increase in deposits since March 31, 2020.

Interest income on other interest-earning assets decreased $104,000 in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Interest income decreased $343,000 as a result of a decrease in average interest rates to 0.10% during the six months ended June 30, 2021 compared to 0.33% during the six months ended June 30, 2020.

Interest income on other interest-earning assets increased $164,000 in the three months ended September 30, 2021 compared to the three months ended September 30, 2020.

Interest income increased $110,000 as a result of an increase in average balances from $270.5 million during the three months ended September 30, 2020, to $604.0 million during the three months ended September 30, 2021.

Excess liquidity, after repayment of FHLBank borrowings, has been maintained at the Federal Reserve Bank as a result of the significant increase in deposits since March 31, 2020 and significant loan repayments in 2021.

Interest income increased $54,000 as a result of higher average interest rates from 0.09% during the three months ended September 30, 2020, to 0.15% during the three month period ended September 30, 2021.

Interest income on other interest-earning assets increased $60,000 in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Interest income increased $329,000 as a result of an increase in average balances from $227.5 million during the nine months ended September 30, 2020, to $513.4 million during the nine months ended September 30, 2021.

Partially offsetting this increase, interest income decreased $269,000 as a result of a decrease in average interest rates to 0.12% during the nine months ended September 30, 2021 compared to 0.24% during the nine months ended September 30, 2020.

Market interest rates earned on balances held at the Federal Reserve Bank were significantly lower in the 2021 period due to significant reductions in the federal funds rate of interest.

Partially offsetting this decrease, interest income increased $239,000 as a result of an increase in average balances from $205.8 million during the six months ended June 30, 2020, to $467.3 million during the three six ended June 30, 2021.

Excess liquidity, after repayment of FHLBank borrowings, was maintained at the Federal Reserve Bank as a result of the significant increase in deposits since March 31, 2020.

Total Interest Expense

Total interest expense decreased $4.8 million, or 45.4%, during the three months ended June 30, 2021, when compared with the three months ended June 30, 2020, due to a decrease in interest expense on deposits of $5.6 million, or 61.8% and a decrease in interest expense on subordinated debentures issued to capital trust of $54,000, or 32.3%, partially offset by an increase in interest expense on subordinated notes of $850,000, or 63.5%.

Total interest expense decreased $10.8 million, or 46.7%, during the six months ended June 30, 2021, when compared with the six months ended June 30, 2020, due to a decrease in interest expense on deposits of $11.9 million, or 60.9%, a decrease in interest expense on short-term borrowings and repurchase agreements of $640,000, or 97.1%, and a decrease in interest expense on subordinated debentures issued to capital trust of $157,000, or 41.0%, partially offset by an increase in interest expense on subordinated notes of $2.0 million, or 80.4%.

Total interest expense decreased $4.7 million, or 50.0%, during the three months ended September 30, 2021, when compared with the three months ended September 30, 2020, due to a decrease in interest expense on deposits of $4.2 million, or 58.8%, a decrease in interest expense on subordinated notes of $530,000, or 24.1% and a decrease in interest expense on subordinated debentures issued to capital trust of $17,000, or 13.3%.

Total interest expense decreased $15.5 million, or 47.6%, during the nine months ended September 30, 2021, when compared with the nine months ended September 30, 2020, due to a decrease in interest expense on deposits of $16.1 million, or 60.3%, a decrease in interest expense on short-term borrowings and repurchase agreements of $638,000, or 95.7%, and a decrease in interest expense on subordinated debentures issued to capital trust of $174,000, or 34.1%, partially offset by an increase in interest expense on subordinated notes of $1.4 million, or 30.8%.

Interest Expense – Deposits

Interest expense on demand deposits decreased $1.2 million due to average rates of interest that decreased from 0.41% in the three months ended June 30, 2020 to 0.18% in the three months ended June 30, 2021.

Interest expense on demand deposits decreased $1.0 million due to average rates of interest that decreased from 0.33% in the three months ended September 30, 2020 to 0.15% in the three months ended September 30, 2021.

Interest rates paid on demand deposits were significantly lower in the 2021 period due to significant reductions in the federal funds rate of interest and other market interest rates.

Partially offsetting this decrease, interest expense on demand deposits increased $398,000, due to an increase in average balances from $1.84 billion during the three months ended June 30, 2020 to $2.31 billion during the three months ended June 30, 2021.

Partially offsetting this decrease, interest expense on demand deposits increased $288,000, due to an increase in average balances from $1.96 billion during the three months ended September 30, 2020 to $2.36 billion during the three months ended September 30, 2021.

The Company experienced increased balances in various types of money market accounts and certain types of NOW accounts.

Interest expense on demand deposits decreased $2.7 million due to average rates of interest that decreased from 0.47% in the six months ended June 30, 2020 to 0.20% in the six months ended June 30, 2021.

Interest expense on demand deposits decreased $3.7 million due to average rates of interest that decreased from 0.42% in the nine months ended September 30, 2020 to 0.18% in the nine months ended September 30, 2021.

Interest rates paid on demand deposits were significantly lower in the 2021 period due to significant reductions in the federal funds rate of interest and other market interest rates.

Partially offsetting this decrease, interest expense on demand deposits increased $1.0 million due to an increase in average balances from $1.71 billion during the six months ended June 30, 2020 to $2.25 billion during the six months ended June 30, 2021.

Partially offsetting this decrease, interest expense on demand deposits increased $1.3 million due to an increase in average balances from $1.79 billion during the nine months ended September 30, 2020 to $2.29 billion during the nine months ended September 30, 2021.

The Company experienced increased balances in various types of money market accounts and certain types of NOW accounts.

Interest expense on time deposits decreased $2.9 million as a result of a decrease in average rates of interest from 1.61% during the three months ended June 30, 2020, to 0.80% during the three months ended June 30, 2021.

Interest expense on time deposits also decreased $1.9 million due to a decrease in average balances of time deposits from $1.79 billion during the three months ended June 30, 2020 to $1.21 billion in the three months ended June 30, 2021.

A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly;

this is consistent with the portfolio over the past several years.

Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a lower rate of interest due to market interest rate decreases throughout 2020.

Market interest rates remained low during the first six months of 2021.

The decrease in average balances of time deposits was a result of decreases in both retail customer time deposits obtained through on-line channels and decreases in brokered deposits.

Interest expense on time deposits decreased $6.6 million as a result of a decrease in average rates of interest from 1.80% during the six months ended June 30, 2020, to 0.87% during the six months ended June 30, 2021.

Interest expense on time deposits also decreased $3.6 million due to a decrease in average balances of time deposits from $1.75 billion during the six months ended June 30, 2020 to $1.26 billion in the six months ended June 30, 2021.

Interest expense on time deposits decreased $2.1 million as a result of a decrease in average rates of interest from 1.35% during the three months ended September 30, 2020, to 0.71% during the three months ended September 30, 2021.

Interest expense on time deposits also decreased $1.3 million due to a decrease in average balances of time deposits from $1.60 billion during the three months ended September 30, 2020 to $1.11 billion in the three months ended September 30, 2021.

A large portion of the Company’s certificate of deposit portfolio matures within six to twelve months and therefore reprices fairly quickly;

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Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a lower rate of interest due to market interest rate decreases throughout 2020.

Market interest rates remained low during the first six months of 2021.

The decrease in average balances of time deposits was a result of decreases in both retail customer time deposits obtained through on-line channels and decreases in brokered deposits.

Market interest rates remained low during the first nine months of 2021.

The decrease in average balances of time deposits was a result of decreases in retail customer time deposits obtained through the banking center network, retail customer time deposits obtained through on-line channels and decreases in brokered deposits.

Brokered and on-line channel deposits were actively reduced by the Company as other deposit sources increased.

Interest expense on time deposits decreased $8.6 million as a result of a decrease in average rates of interest from 1.66% during the nine months ended September 30, 2020, to 0.82% during the nine months ended September 30, 2021.

Interest expense on time deposits also decreased $5.0 million due to a decrease in average balances of time deposits from $1.70 billion during the nine months ended September 30, 2020 to $1.21 billion in the nine months ended September 30, 2021.

Interest Expense – FHLBank Advances, Short-term Borrowings and Repurchase Agreements, Subordinated Debentures Issued to Capital Trusts and Subordinated Notes

FHLBank advances and overnight borrowings from the FHLBank were not utilized during the three or six months ended June 30, 2021 and 2020.

Interest expense on short-term borrowings and repurchase agreements during the three months ended June 30, 2021 was unchanged when compared to the three months ended June 30, 2020.

The average rate of interest was 0.03% for each of the three months ended June 30, 2021 and 2020.

The average balance of short-term borrowings and repurchase agreements decreased $18.7 million from $162.3 million in the three months ended June 30, 2020 to $143.6 million in the three months ended June 30, 2021, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate.

Interest expense on short-term borrowings and repurchase agreements decreased $640,000 during the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Interest expense decrease $479,000 due to a decrease in average rates from 0.62% in the six months ended June 30, 2020 to 0.03% in the six months ended June 30, 2021.

FHLBank advances and overnight borrowings from the FHLBank were not utilized during the three or nine months ended September 30, 2021 and 2020.

Interest expense on short-term borrowings and repurchase agreements increased $2,000 during the three months ended September 30, 2021 when compared to the three months ended September 30, 2020.

The average rate of interest was 0.02% for both the three months ended September 30, 2021 and September 30, 2020.

The average balance of short-term borrowings and repurchase agreements decreased $8.1 million from $159.4 million in the three months ended September 30, 2020 to $151.3 million in the three months ended September 30, 2021, which was primarily due to changes in the Company’s funding needs and the mix of funding, which can fluctuate.

Interest expense on short-term borrowings and repurchase agreements decreased $638,000 during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Interest expense decreased $505,000 due to a decrease in average rates from 0.46% in the nine months ended September 30, 2020 to 0.03% in the nine months ended September 30, 2021.

The decrease was due to a decrease in market interest rates during the period.

Interest expense on short-term borrowings and repurchase agreements also decreased $161,000 due to a decrease in average balances from $213.7 million during the six months ended June 30, 2020 to $144.9 million during the six months ended June 30, 2021, which was primarily due to changes in the Company’s funding needs and the mix of funding.

During the three months ended June 30, 2021, compared to the three months ended June 30, 2020, interest expense on subordinated debentures issued to capital trusts decreased $54,000 due to lower average interest rates.

The average interest rate was 1.76% in the three months ended June 30, 2021 compared to 2.60% in the three months ended June 30, 2020.

The subordinated debentures are variable-rate debentures which bear interest at an average rate of three-month LIBOR plus 1.60%, adjusting quarterly, which was 1.78% at June 30, 2021.

There was no change in the average balance of the subordinated debentures between the 2020 and the 2021 periods.

During the six months ended June 30, 2021, compared to the six months ended June 30, 2020, interest expense on subordinated debentures issued to capital trusts decreased $157,000 due to lower average interest rates.

The average interest rate was 1.77% in the six months ended June 30, 2021 compared to 2.99% in the six months ended June 30, 2020.

There was no change in the average balance of the subordinated debentures between the 2020 and the 2021 periods.

Interest expense on short-term borrowings and repurchase agreements also decreased $133,000 due to a decrease in average balances from $195.5 million during the nine months ended September 30, 2020 to $147.0 million during the nine months ended September 30, 2021, which was primarily due to changes in the Company’s funding needs and the mix of funding.

During the three months ended September 30, 2021, compared to the three months ended September 30, 2020, interest expense on subordinated debentures issued to capital trusts decreased $17,000 due to lower average interest rates.

The average interest rate was

1.71% in the three months ended September 30, 2021 compared to 1.98% in the three months ended September 30, 2020.

The subordinated debentures are variable-rate debentures which bear interest at an average rate of three-month LIBOR plus 1.60%, adjusting quarterly, which was 1.73% at September 30, 2021.

There was no change in the average balance of the subordinated debentures between the 2020 and 2021 periods.

During the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, interest expense on subordinated debentures issued to capital trusts decreased $174,000 due to lower average interest rates.

The average interest rate was 1.75% in the nine months ended September 30, 2021 compared to 2.65% in the nine months ended September 30, 2020.

There was no change in the average balance of the subordinated debentures between the 2020 and 2021 periods.

In August 2016, the Company issued $75.0 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026.

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In both cases, these issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, impacting the overall interest expense on the notes.

In June 2021, the Company announced plans to redeem all $75 million of the Company’s outstanding 5.25% fixed-to-floating rate subordinated notes due August 15, 2026, on August 15, 2021.

The total redemption price will be 100% of the aggregate principal balance of the subordinated notes plus accrued and unpaid interest.

During the three months ended June 30, 2021, compared to the three months ended June 30, 2020, interest expense on subordinated notes increased $870,000 due to higher average balances resulting from the issuance of new notes in the three months ended June 30, 2020.

Interest expense on subordinated notes decreased $20,000 due to slightly lower average interest rates.

The average interest rate was 5.99% in the three months ended June 30, 2020 compared to 5.90% in the three months ended June 30, 2021.

During the six months ended June 30, 2021, compared to the six months ended June 30, 2020, interest expense on subordinated notes increased $2.0 million due to higher average balances resulting from the issuance of new notes in the three months ended June 30, 2020.

The average interest rate declined slightly from 5.96% in the six months ended June 30, 2020 to 5.95% in the six months ended June 30, 2021.

On August 15, 2021, the Company completed the redemption of $75.0 million aggregate principal amount of its 5.25% subordinated notes due August 15, 2026.

The notes were redeemed for cash by the Company at 100% of their principal amount, plus accrued and unpaid interest.

During the three months ended September 30, 2021, compared to the three months ended September 30, 2020, interest expense on subordinated notes decreased $597,000 due to lower average balances during the three months ended September 30, 2021 resulting from the redemption of the 5.25% subordinated notes due August 15, 2026.

The average balance of subordinated notes was $148.1 million in the three months ended September 30, 2020 compared to $108.9 million in the three months ended September 30, 2021.

Interest expense on subordinated notes increased $67,000 due to slightly higher weighted average interest rates.

The average interest rate was 6.09% in the three months ended September 30, 2021 compared to 5.91% in the three months ended September 30, 2020.

During the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020, interest expense on subordinated notes increased $1.4 million due to higher average balances resulting from the issuance of new notes in the three months ended June 30, 2020, slightly offset by the redemption of the subordinated notes maturing in 2026 during the three months ended September 30, 2021.

The average interest rate increased slightly from 5.94% in the nine months ended September 30, 2020 to 5.99% in the nine months ended September 30, 2021.

Interest expense on subordinated notes increased $44,000 due to higher average balances.

The average balance was $104.3 million in the nine months ended September 30, 2020 compared to $135.2 million in the nine months ended September 30, 2021.

Net Interest Income

Net interest income for the three months ended June 30, 2021 increased $1.2 million to $44.7 million compared to $43.5 million for the three months ended June 30, 2020.

Net interest margin was 3.35% in the three months ended June 30, 2021, compared to 3.39% in the three months ended June 30, 2020, a decrease of 4 basis points, or 1.2%.

Net interest income for the three months ended September 30, 2021 increased $755,000 to $44.9 million compared to $44.2 million for the three months ended September 30, 2020.

Net interest margin was 3.36% in both the three months ended September 30, 2021 and the three months ended September 30, 2020.

In both three month periods, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which were previously discussed in Note 7 of the Notes to Consolidated Financial Statements.

The positive impact of these changes in the three months ended June 30, 2021 and 2020 were increases in interest income of $428,000 and $1.5 million, respectively, and increases in net interest margin of four basis points and 12 basis points, respectively.

Excluding the positive impact of the additional yield accretion, in the three months ended June 30, 2021, net interest margin increased four basis points when compared to the year-ago three-month period.

Most of the net interest margin decrease resulted from changes in the asset mix, with average cash equivalents increasing $193 million and average investment securities increasing $27 million.

The average yield on loans decreased 31 basis points between the 2021 and 2020 three-month periods, while the average rate on deposits declined 61 basis points.

Net interest income for the six months ended June 30, 2021 increased $380,000 to $88.8 million compared to $88.4 million for the six months ended June 30, 2020.

Net interest margin was 3.38% in the six months ended June 30, 2021, compared to 3.61% in the six months ended June 30, 2020, a decrease of 23 basis points, or 6.4%.

In both six month periods, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which were previously discussed in Note 7 of the Notes to Consolidated Financial Statements.

The positive impact of these changes in the six months ended June 30, 2021 and 2020 were increases in interest income of $1.1 million and $3.4 million, respectively, and increases in net interest margin of four basis points and 14 basis points, respectively.

Excluding the positive impact of the additional yield accretion, in the six months ended June 30, 2021, net interest margin decreased 13 basis points when compared to the year-ago six-month period.

Most of the net interest margin decrease resulted from changes in the asset mix, with average cash equivalents increasing $262 million and average investment securities increasing $28 million.

The average yield on cash equivalents decreased 23 basis points between the 2021 and 2020 six-month periods.

Also in comparing the 2021 and 2020 six-month periods, the average yield on loans decreased 53 basis points while the average rate on deposits declined 70 basis points.

The Company's overall average interest rate spread increased 6 basis points, or 1.6%, from 3.12% during the three months ended June 30, 2020 to 3.18% during the three months ended June 30, 2021.

The positive impact of these changes in the three months ended September 30, 2021 and 2020 were increases in interest income of $279,000 and $1.2 million, respectively, and increases in net interest margin of two basis points and nine basis points, respectively.

Excluding the positive impact of the additional yield accretion, net interest margin was 3.34% in the three months ended September 30, 2021 compared to 3.27% in the three months ended September 30, 2020.

Net interest income for the nine months ended September 30, 2021 increased $1.1 million to $133.7 million compared to $132.6 million for the nine months ended September 30, 2020.

Net interest margin was 3.37% in the nine months ended September 30, 2021, compared to 3.52% in the nine months ended September 30, 2020, a decrease of 15 basis points, or 4.3%.

In both nine month periods, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which were previously discussed in Note 7 of the Notes to Consolidated Financial Statements.

The positive impact of these changes in the nine months ended September 30, 2021 and 2020 were increases in interest income of $1.4 million and $4.6 million, respectively, and increases in net interest margin of three basis points and 12 basis points, respectively.

Excluding the positive impact of the additional yield accretion, in the nine months ended September 30, 2021, net interest margin decreased six basis points when compared to the year-ago nine-month period.

Excluding the positive impact of the additional yield accretion, net interest margin was 3.34% in the nine months ended September 30, 2021 compared to 3.40% in the nine months ended September 30, 2020.

Most of the net interest margin decrease resulted from changes in the asset mix, with average other interest earning assets increasing $286 million and average investment securities increasing $20 million.

The average yield on other interest earning assets decreased 12 basis points between the 2021 and 2020 nine-month periods.

comparing the 2021 and 2020 nine-month periods, the average yield on loans decreased 38 basis points while the average rate on deposits declined 61 basis points.

The Company's overall average interest rate spread increased 10 basis points, or 3.2%, from 3.12% during the three months ended September 30, 2020 to 3.22% during the three months ended September 30, 2021.

The increase was due to a 46 basis point decrease in the weighted average rate paid on interest-bearing liabilities, partially offset by a 36 basis point decrease in the weighted average yield on interest-earning assets.

In comparing the two periods, the yield on loans decreased 11 basis points and the yield on investment securities decreased 19 basis points.

The rate paid on deposits decreased 61 basis points, the rate paid on subordinated debentures issued to capital trusts decreased 84 basis points, and the rate paid on subordinated notes decreased nine basis points.

The Company's overall average interest rate spread decreased 12 basis points, or 3.6%, from 3.32% during the six months ended June 30, 2020 to 3.20% during the six months ended June 30, 2021.

The rate paid on deposits decreased 46 basis points, the rate paid on subordinated debentures issued to capital trusts decreased 27 basis points, and the rate paid on subordinated notes increased 18 basis points.

The Company's overall average interest rate spread decreased four basis points, or 1.2%, from 3.24% during the nine months ended September 30, 2020 to 3.20% during the nine months ended September 30, 2021.

The decrease was due to a 58 basis point decrease in the weighted average yield on interest-earning assets, partially offset by a 54 basis point decrease in the weighted average rate paid on interest-bearing liabilities.

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The rate paid on deposits decreased 61 basis points, the rate paid on short-term borrowings and repurchase agreements decreased 43 basis points, and the rate paid on subordinated debentures issued to capital trusts decreased 90 basis points.

For additional information on net interest income components, refer to the "Average Balances, Interest Rates and Yields"

tables in this Quarterly Report on Form 10-Q.

For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” tables in this Quarterly Report on Form 10-Q.

Provision for and Allowance for Credit Losses

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Management determines which loans are potentially uncollectible, or represent a greater risk of loss, and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.

During the three months ended June 30, 2021, the Company recorded a negative provision expense of $1.0 million on its portfolio of outstanding loans, compared to a $6.0 million provision expense recorded for the three months ended June 30, 2020.

During the six months ended June 30, 2021, the Company recorded a negative provision expense of $700,000 on its portfolio of outstanding loans, compared to a $9.9 million provision expense recorded for the six months ended June 30, 2020.

The negative provision for credit losses in the 2021 periods reflected continued positive trends in asset quality metrics, combined with an improved economic forecast.

During the three months ended June 30, 2021, the national unemployment rate continued to decrease and many measures of economic growth improved.

In the three months ended June 30, 2021 and 2020, the Company experienced net charge-offs of $100,000 and $127,000, respectively.

Total net charge-offs were $36,000 and $365,000 for the six months ended June 30, 2021 and 2020, respectively.

The provision for losses on unfunded commitments for the three and six months ended June 30, 2021 was a credit of $307,000 and $981,000, respectively, as the level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses.

During the three months ended September 30, 2021, the Company recorded a negative provision expense of $3.0 million on its portfolio of outstanding loans, compared to a $4.5 million provision expense recorded for the three months ended September 30, 2020.

During the nine months ended September 30, 2021, the Company recorded a negative provision expense of $3.7 million on its portfolio of outstanding loans, compared to a $14.4 million provision expense recorded for the nine months ended September 30, 2020.

The negative provision for credit losses in the 2021 periods reflected decreased outstanding total loans and continued positive trends in asset quality metrics, combined with an improved economic forecast.

During the three months ended September 30, 2021, the national unemployment rate continued to decrease and many measures of economic growth improved.

In the three months ended

September 30, 2021 and 2020, the Company experienced net recoveries of $27,000 and net charge-offs of $63,000, respectively.

Total net charge-offs were $9,000 and $427,000 for the nine months ended September 30, 2021 and 2020, respectively.

The provision for losses on unfunded commitments for the three months ended September 30, 2021 was $643,000 compared to a negative provision expense of $338,000 for the nine months ended September 30, 2021.

In the nine-month period, the level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses.

General market conditions and unique circumstances related to specific industries and individual projects contributed to the level of provisions and charge-offs.

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In 2020, due to the COVID-19 pandemic and its effects on the overall economy and unemployment, the Company increased its provision for credit losses and increased its allowance for credit losses, even though actual realized net charge-offs were very low.

All FDIC-acquired loans were grouped into pools based on common characteristics and were recorded at their estimated fair values, which incorporated estimated credit losses at the acquisition date.

All FDIC-assisted acquired loans were grouped into pools based on common characteristics and were recorded at their estimated fair values, which incorporated estimated credit losses at the acquisition date.

These loan pools have been systematically reviewed by the Company to determine the risk of losses that may exceed those identified at the time of the acquisition.

Techniques used in determining risk of loss are similar to those used to determine the risk of loss for the legacy Great Southern Bank portfolio, with most focus being placed on those loan pools which include the larger loan relationships and those loan pools which exhibit higher risk

characteristics.

Review of the acquired loan portfolio also includes review of financial information, collateral valuations and customer interaction to determine if additional reserves are warranted.

The Bank’s allowance for credit losses as a percentage of total loans was 1.56% and 1.32% at June 30, 2021 and December 31, 2020, respectively.

The Bank’s allowance for credit losses as a percentage of total loans was 1.56% and 1.32% at September 30, 2021 and December 31, 2020, respectively.

Prior to January 1, 2021, the ratio excluded the FDIC-assisted acquired loans.

Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at June 30, 2021, based on recent reviews of the Bank’s loan portfolio and current economic conditions.

Management considers the allowance for credit losses adequate to cover losses inherent in the Bank’s loan portfolio at September 30, 2021, based on recent reviews of the Bank’s loan portfolio and current economic conditions.

If challenging economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional loan loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.

1 unchanged sentence

As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.

Prior to adoption of the CECL accounting standard on January 1, 2021, FDIC-acquired non-performing assets, including foreclosed assets and potential problem loans, were not included in the totals or in the discussion of non-performing loans, potential problem loans and foreclosed assets.

Prior to adoption of the CECL accounting standard on January 1, 2021, FDIC-assisted acquired non-performing assets, including foreclosed assets and potential problem loans, were not included in the totals or in the discussion of non-performing loans, potential problem loans and foreclosed assets.

These assets were initially recorded at their estimated fair values as of their acquisition dates and accounted for in pools.

1 unchanged sentence

The performance of the loan pools acquired in each of the Company’s five FDIC-assisted transactions has been better than expectations as of the acquisition dates.

In the tables below, FDIC-acquired assets are included in their particular collateral categories and then the total FDIC-acquired assets are subtracted from the total balances.

At June 30, 2021, non-performing assets, including FDIC-acquired assets, were $8.6 million, an increase of $465,000 from $8.1 million at December 31, 2020.

Non-performing assets as a percentage of total assets were 0.15% at both June 30, 2021 and December 31, 2020.

At June 30, 2021, non-performing assets, excluding all FDIC-acquired assets, were $5.5 million, an increase of $1.7 million from $3.8 million at December 31, 2020.

Excluding all FDIC-acquired assets, non-performing assets as a percentage of total assets were 0.10% at June 30, 2021, compared to 0.07% at December 31, 2020.

Compared to December 31, 2020, and excluding all FDIC-acquired loans, non-performing loans increased $2.4 million, to $5.4 million at June 30, 2021, and foreclosed assets decreased $643,000, to $134,000 at June 30, 2021.

Including all FDIC-acquired loans, when compared to December 31, 2020, non-performing loans increased $939,000, to $7.8 million at June 30, 2021, and foreclosed assets decreased $474,000, to $749,000 at June 30, 2021.

Non-performing commercial real estate loans comprised $3.3 million, or 42.3%, of the total non-performing loans at June 30, 2021, an increase of $2.5 million from December 31, 2020.

Non-performing one- to four-family residential loans comprised $3.1 million, or 39.4%, of the total non-performing loans at June 30, 2021, a decrease of $1.4 million from December 31, 2020.

The majority of the non-performing FDIC-acquired loans are in the one- to four-family category.

Non-performing consumer loans comprised $869,000, or 11.1%, of the total non-performing loans at June 30, 2021, a decrease of $399,000 from December 31, 2020.

Non-performing construction and land development loans comprised $468,000, or 6.0%, of the total non-performing loans at June 30, 2021, an increase of $468,000 from December 31, 2020.

Non-performing commercial business loans comprised $99,000, or 1.2%, of the total non-performing loans at June 30, 2021, a decrease of $15,000 from December 31, 2020.

In the tables below, FDIC-assisted acquired assets are included in their particular collateral categories and then the total FDIC-assisted acquired assets are subtracted from the total balances.

At September 30, 2021, non-performing assets, including FDIC-assisted acquired assets, were $7.9 million, a decrease of $171,000 from $8.1 million at December 31, 2020.

Non-performing assets as a percentage of total assets were 0.15% at both September 30, 2021 and December 31, 2020.

At September 30, 2021, non-performing assets, excluding all FDIC-assisted acquired assets, were $5.2 million, an increase of $1.4 million from $3.8 million at December 31, 2020.

Excluding all FDIC-assisted acquired assets, non-performing assets as a percentage of total assets were 0.10% at September 30, 2021, compared to 0.07% at December 31, 2020.

Compared to December 31, 2020, and excluding all FDIC-assisted acquired loans, non-performing loans increased $2.0 million, to $5.0 million at September 30, 2021, and foreclosed and repossessed assets decreased $625,000, to $152,000 at September 30, 2021.

Including all FDIC-assisted acquired loans, when compared to December 31, 2020, non-performing loans increased $95,000, to $7.0 million at September 30, 2021, and foreclosed and repossessed assets decreased $266,000, to $957,000 at September 30, 2021.

Non-performing one- to four-family residential loans comprised $3.0 million, or 43.0%, of the total non-performing loans at September 30, 2021, a decrease of $1.5 million from December 31, 2020.

The majority of the non-performing FDIC-assisted acquired loans are in the one- to four-family category.

Non-performing commercial real estate loans comprised $2.6 million, or 37.2%, of the total non-performing loans at September 30, 2021, an increase of $1.7 million from December 31, 2020.

Non-performing consumer loans comprised $799,000, or 11.5%, of the total non-performing loans at September 30, 2021, a decrease of $469,000 from December 31, 2020.

Non-performing construction and land development loans comprised $468,000, or 6.7%, of the total non-performing loans at September 30, 2021, an increase of $468,000 from December 31, 2020.

Non-performing commercial business loans comprised $111,000, or 1.6%, of the total non-performing loans at September 30, 2021, a decrease of $3,000 from December 31, 2020.

Non-performing Loans.

Activity in the non-performing loans category during the six months ended June 30, 2021 was as follows:

Activity in the non-performing loans category during the nine months ended September 30, 2021 was as follows:

Repossessions

9 unchanged sentences

Total non-performing loans

FDIC-acquired loans

Total non-performing loans net of FDIC-acquired loans

At June 30, 2021, the non-performing one- to four-family residential category included 52 loans, three of which were added during 2021.

The largest relationship in the category totaled $340,000, or 11.0% of the total category.

The non-performing commercial real estate category included five loans, two of which were added during 2021.

FDIC-assisted acquired loans

Total non-performing loans net of FDIC-assisted acquired loans

At September 30, 2021, the non-performing one- to four-family residential category included 45 loans, four of which were added during 2021.

The largest relationship in the category was added during 2021 and totaled $351,000, or 11.7% of the total category.

The non-performing commercial real estate category included three loans, two of which were added during 2021.

The largest relationship in the category was added during 2021 and totaled $2.4 million, or 90.7% of the total category.

It is collateralized by an office building in the Chicago, Ill., area.

The non-performing consumer category included 47 loans, 11 of which were added in 2021, and the majority of which are indirect used automobile loans.

The non-performing consumer category included 38 loans, nine of which were added in 2021.

The non-performing land development category consisted of one loan added during 2021, which totaled $468,000 and is collateralized by unimproved zoned vacant ground in southern Illinois.

2 unchanged sentences

Potential Problem Loans.

Compared to December 31, 2020, and excluding all FDIC-acquired loans, potential problem loans decreased $985,000, to $3.3 million at June 30, 2021.

Compared to December 31, 2020, potential problem loans, including the FDIC-assisted acquired loans, decreased $1.2 million, or 19.7%, to $4.7 million at June 30, 2021.

This decrease was primarily due to payments of $500,000 on potential problem loans, $576,000 in loans upgraded and removed from the potential problem loan category, $34,000 in loans transferred to foreclosed assets and repossessions, $53,000 in loans transferred to non-performing, and $61,000 in loan charge-offs, partially offset by $73,000 in loans added to potential problem loans.

Compared to December 31, 2020, and excluding all FDIC-assisted acquired loans, potential problem loans decreased $1.6 million, to $2.8 million at September 30, 2021.

Compared to December 31, 2020, potential problem loans, including the FDIC-assisted acquired loans, decreased $2.0 million, or 35.1%, to $3.8 million at September 30, 2021.

Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with the current repayment terms.

These loans are not reflected in non-performing assets.

Due to the continued economic uncertainty associated with COVID-19, it is possible that we could experience an increase in potential problem loans during the remainder of 2021.

Due to the impact on economic conditions from COVID-19, it is possible that we could experience an increase in potential problem loans in the remainder of 2021.

As noted, we experienced an increased level of loan modifications in late March through June 2020;

however, loan modifications have continued to trend down through June 30, 2021.

however, total loan modifications were much lower at December 31, 2020, and decreased further through September 30, 2021.

In accordance with the CARES Act and guidance from the banking regulatory agencies, we made certain short-term modifications to loan terms to help our customers navigate through the current pandemic situation.

Although loan modifications were made, they did not result in these loans being classified as TDRs, potential problem loans or non-performing loans.

Although loan modifications were made, they did not automatically result in these loans being classified as TDRs, potential problem loans or non-performing loans.

If more severe or lengthier negative impacts of the COVID-19 pandemic occur or the effects of the SBA loan programs and other loan and stimulus programs do not enable companies and individuals to completely recover financially, this could result in longer-term modifications, which may be deemed to be TDRs, additional potential problem loans and/or additional non-performing loans.

Further actions on our part, including additions to the allowance for credit losses, could result.

Activity in the potential problem loans categories during the six months ended June 30, 2021, was as follows:

Activity in the potential problem loans categories during the nine months ended September 30, 2021, was as follows:

Repossessions

9 unchanged sentences

Total potential problem loans

FDIC-acquired loans

Total potential problem loans net of FDIC-acquired loans

At June 30, 2021, the commercial real estate category of potential problem loans included three loans, none of which were added during 2021.

FDIC-assisted acquired loans

Total potential problem loans net of FDIC-assisted acquired loans

At September 30, 2021, the commercial real estate category of potential problem loans included two loans, neither of which were added during 2021.

The largest relationship in this category (added during 2018), which totaled $1.7 million, or 88.9% of the total category, is collateralized by a mixed use commercial retail building in St.

Payments were current on this relationship at June 30, 2021.

A single loan of $554,000 in the commercial real estate category of potential problem loans (added during 2020) was upgraded and removed from the potential problem loans category after six months of consecutive payments.

Payments under the original loan term were current on this relationship at September 30, 2021.

Two loans that totaled $1.1 million in the commercial real estate category of potential problem loans (both added during 2020) were upgraded and removed from the potential problem loans category after six months of consecutive payments.

The one- to four-family residential category of potential problem loans included 27 loans, none of which were added during 2021.

The largest relationship in this category totaled $173,000, or 11.9% of the total category.

The consumer category of potential problem loans included 32 loans, six of which were added during 2021, and the majority of which are indirect used automobile loans.

A single loan of $314,000 in the one- to four- family residential category of potential problem loans was upgraded and removed from the potential problem loans.

The consumer category of potential problem loans included 31 loans, six of which were added during 2021.

Other Real Estate Owned and Repossessions.

Of the total $1.0 million of other real estate owned and repossessions at June 30, 2021, $284,000 represents properties which were not acquired through foreclosure.

Activity in other real estate owned and repossessions during the six months ended June 30, 2021, was as follows:

Of the total $1.2 million of other real estate owned and repossessions at September 30, 2021, $285,000 represents properties which were not acquired through foreclosure.

Activity in other real estate owned and repossessions during the nine months ended September 30, 2021, was as follows:

(In Thousands)

8 unchanged sentences

Total foreclosed assets and repossessions

FDIC acquired assets

Total foreclosed assets and repossessions net of FDIC-acquired assets

At June 30, 2021, the land development category of foreclosed assets consisted of one property located in central Iowa (this was an FDIC-acquired asset), which was added prior to 2021.

The one- to four-family residential category of foreclosed assets consisted of two properties (both of which were FDIC-acquired assets), both of which were added during 2021.

FDIC-assisted acquired assets

Total foreclosed assets and repossessions net of FDIC-assisted acquired assets

At September 30, 2021, the land development category of foreclosed assets consisted of one property in central Iowa (this was an FDIC-assisted acquired asset), which was added prior to 2021.

The one- to four-family residential category of foreclosed assets consisted of two properties (both of which were FDIC-assisted acquired assets), both of which were added during 2021.

The amount of additions and sales in the consumer category are due to the volume of repossessions of automobiles, which generally are subject to a shorter repossession process.

1 unchanged sentence

The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as “Watch” are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard.

In the six months ended June 30, 2021, loans classified as “Watch” decreased $21.3 million, from $64.8 million at December 31, 2020 to $44.4 million at June 30, 2021.

This decrease was primarily due to loans being upgraded out of the “watch” category, which primarily included one $14.3 million relationship collateralized by a shopping center and one $3.9 million relationship collateralized by a shopping center and other real estate and business assets.

In the nine months ended September 30, 2021, loans classified as “Watch” decreased $21.2 million, from $64.8 million at December 31, 2020 to $43.6 million at September 30, 2021.

This decrease was primarily due to loans being upgraded out of the “watch” category, which primarily included one $14.3 million relationship collateralized by a shopping center, one $10.6 million relationship collateralized by recreational facilities and other real estate and business assets, and one $3.9 million relationship collateralized by a shopping center and other real estate and business assets.

One $10.3 million relationship collateralized by a healthcare facility in the Dallas, Texas area was downgraded and added to the “Watch” category.

See Note 6 for further discussion of the Company’s loan grading system.

Non-interest Income

For the three months ended June 30, 2021, non-interest income increased $1.3 million to $9.6 million when compared to the three months ended June 30, 2020, primarily as a result of the following items:

Net gains on loan sales :

Net gains on loan sales increased $772,000 compared to the prior year quarter.

The increase was due to an increase in originations of fixed-rate single-family mortgage loans during the 2021 period compared to the 2020 period.

Fixed rate single-family mortgage loans originated are generally subsequently sold in the secondary market.

These loan originations increased substantially when market interest rates decreased to historically low levels in 2020.

For the three months ended September 30, 2021, non-interest income increased $332,000 to $9.8 million when compared to the three months ended September 30, 2020, primarily as a result of the following items:

Point-of-sale and ATM fees :

Point-of-sale and ATM fees increased $657,000 compared to the prior year period.

This increase was primarily due to a reduction in customer usage in the second quarter of 2020 as the COVID-19 pandemic caused many businesses to close and large portions of the U.

This increase was primarily due to a reduction in customer usage in the three months ended September 30, 2020 as the COVID-19 pandemic caused many businesses to close and large portions of the U.S.

population were required to stay at home for a period of time.

In the quarter ended June 30, 2021, debit card and ATM usage by customers was back to normal levels, and in some cases, increased levels of activity.

Other income :

Other income decreased $740,000 compared to the prior year quarter.

In the 2020 period, the Company recognized approximately $823,000 of fee income related to newly-originated interest rate swaps in the Company’s back-to-back swap program with loan customers and swap counterparties.

Fewer of these types of transactions occurred in the 2021 period, resulting in less fee income.

For the six months ended June 30, 2021, non-interest income increased $3.7 million to $19.3 million when compared to the six months ended June 30, 2020, primarily as a result of the following items:

In the three months ended September 30, 2021, debit card and ATM usage by customers was back to normal levels, and in some cases, saw increased levels of activity.

Overdraft and insufficient funds fees :

Overdraft and insufficient funds fees increased $210,000 compared to the prior year period.

This increase was primarily due to reduced fees in the 2020 period.

This was due to both a reduction in usage by customers and a decision in March 2020 to waive (through August 31, 2020) certain fees for customers in response to the COVID-19 pandemic.

The effects of that decision were felt during March through September 2020.

Net gains on loan sales :

Net gains on loan sales decreased $537,000 compared to the prior year period.

The decrease was due to a decrease in originations of fixed-rate single-family mortgage loans during the 2021 period compared to the 2020 period.

Fixed-rate single-family mortgage loans originated are generally subsequently sold in the secondary market.

These loan originations increased substantially when market interest rates decreased to historically low levels in 2020.

As a result of the significant volume of refinance activity in recent periods, and as market interest rates have moved a bit higher in the three months ended September 30, 2021, mortgage refinance volume has decreased and loan originations and related gains on sales of these loans have returned to levels more similar to historic averages.

For the nine months ended September 30, 2021, non-interest income increased $4.0 million to $29.1 million when compared to the nine months ended September 30, 2020, primarily as a result of the following items:

Net gains on loan sales :

Net gains on loan sales increased $2.3 million compared to the prior year period.

The increase was due to an increase in originations of fixed-rate single-family mortgage loans during the 2021 period compared to the 2020 period.

As noted above, these loan originations increased substantially when market interest rates decreased to historically low levels in 2020.

As noted above, these loan originations increased substantially when market interest rates decreased to historically low levels in the latter half of 2020 and the first half of 2021.

Point-of-sale and ATM fees :

Point-of-sale and ATM fees increased $2.2 million compared to the prior year period.

This increase was due to the same conditions as noted above in the comparison of the three-month periods.

This increase was due to the same conditions as noted above.

Gain (loss) on derivative interest rate products :

6 unchanged sentences

In the 2020 period, the Company recognized approximately $1.2 million of fee income related to newly-originated interest rate swaps in the Company’s back-to-back swap program with loan customers and swap counterparties, with fewer of these transactions and related fee income generated in the current period.

The Company also recognized approximately $441,000 in income related to the exit of certain tax credit partnerships during the six months ended June 30, 2020.

The Company also recognized approximately $541,000 in income related to the exit of certain tax credit partnerships during the nine months ended September 30, 2020, with no similar activity during the 2021 period.

Non-interest Expense

For the three months ended June 30, 2021, non-interest expense increased $843,000 to $30.2 million when compared to the three months ended June 30, 2020, primarily as a result of the following item:

For the three months ended September 30, 2021, non-interest expense decreased $649,000 to $31.3 million when compared to the three months ended September 30, 2020, primarily as a result of the following item:

Salaries and employee benefits :

Salaries and employee benefits increased $1.1 million from the prior year period.

The increase was primarily due to annual employee compensation merit increases and increased incentives in the operations and lending areas, including mortgage lending where new loan originations and sales of many of these loans increased.

In addition, compensation expense was lower in the 2020 period by approximately $400,000 compared to the 2021 period as a result of loan origination costs which were deferred and amortized.

For the six months ended June 30, 2021, non-interest expense increased $349,000 to $60.5 million when compared to the six months ended June 30, 2020, primarily as a result of the following items:

Insurance expense increased $603,000 compared to the prior year period.

This increase was primarily due to an increase in FDIC deposit insurance premiums.

In 2020, the Company had a credit with the FDIC for a portion of premiums previously paid to the deposit insurance fund.

The remaining deposit insurance fund credit was utilized in 2020 in addition to $157,000 in premiums being due for the six months ended June 30, 2020, while the premium expense was $713,000 in the six months ended June 30, 2021.

Salaries and employee benefits decreased $867,000 from the prior year period.

In the 2020 period, the Company paid a special cash bonus to all employees totaling $1.1 million in response to the ongoing impacts of the COVID-19 pandemic.

This bonus was not repeated in the third quarter of 2021.

For the nine months ended September 30, 2021, non-interest expense decreased $299,000 to $91.9 million when compared to the nine months ended September 30, 2020, primarily as a result of the following items:

Salaries and employee benefits :

Salaries and employee benefits decreased $812,000 in the nine months ended September 30, 2021 compared to the prior year period.

In 2020, the Company approved two special cash bonuses to all employees totaling $2.2 million in response to the COVID-19 pandemic.

These bonuses were not repeated in the nine months ended September 30, 2021.

Expense on other real estate owned and repossessions :

1 unchanged sentence

During the 2020 period, sales and valuation write-downs of certain foreclosed assets totaled a net expense of $136,000, while sales and valuation write-downs in the 2021 period totaled a net gain of $29,000.

The Company’s efficiency ratio for the three months ended June 30, 2021, was 55.63% compared to 56.75% for the same period in 2020.

The Company’s efficiency ratio for the six months ended June 30, 2021, was 55.98% compared to 57.84% for the same period in 2020.

In the three- and six-month periods ended June 30, 2021, the improved efficiency ratio was due to an increase in net interest income and an increase in non-interest income, partially offset by an increase in non-interest expense.

The Company’s ratio of non-interest expense to average assets was 2.16% and 2.17% for the three months ended June 30, 2021 and 2020, respectively.

The Company’s ratio of non-interest expense to average assets was 2.19% and 2.32% for the six months ended June 30, 2021 and 2020, respectively.

Average assets for the three months ended June 30, 2021, increased $181.6 million, or 3.4%, from the three months ended June 30, 2020, primarily due to increases in investment securities and interest bearing cash equivalents, offset by a decrease in net loans receivable.

Average assets for the six months ended June 30, 2021, increased $343.6 million, or 6.6%, from the six months ended June 30, 2020, primarily due to increases in loans receivable, investment securities and interest bearing cash equivalents.

Insurance expense increased $626,000 compared to the prior year period.

This increase was primarily due to an increase in FDIC deposit insurance premiums.

In 2020, the Company had a credit with the FDIC for a portion of premiums previously paid to the deposit insurance fund.

The remaining deposit insurance fund credit was utilized in 2020 in addition to $522,000 in premiums being due for the nine months ended September 30, 2020, while the premium expense was $1.1 million in the nine months ended September 30, 2021.

The Company’s efficiency ratio for the three months ended September 30, 2021, was 57.27% compared to 59.64% for the same period in 2020.

The Company’s efficiency ratio for the nine months ended September 30, 2021, was 56.42% compared to 58.45% for the same period in 2020.

In the three- and nine-month periods ended September 30, 2021, the improved efficiency ratio was due to an increase in net interest income, an increase in non-interest income and a decrease in non-interest expense.

The Company’s ratio of non-interest expense to average assets was 2.27% and 2.34% for the three months ended September 30, 2021 and 2020, respectively.

The Company’s ratio of non-interest expense to average assets was 2.22% and 2.33% for the nine months ended September 30, 2021 and 2020, respectively.

Average assets for the three months ended September 30, 2021, increased $62.8 million, or 1.1%, from the three months ended September 30, 2020, primarily due to increases in investment securities and interest bearing cash equivalents, offset by a decrease in net loans receivable.

Average assets for the nine months ended September 30, 2021, increased $249.3 million,

or 4.7%, from the nine months ended September 30, 2020, primarily due to increases in investment securities and interest bearing cash equivalents, offset by a decrease in net loans receivable.

Provision for Income Taxes

For the three months ended June 30, 2021 and 2020, the Company's effective tax rate was 20.8% and 19.3%, respectively.

For the six months ended June 30, 2021 and 2020, the Company's effective tax rate was 20.9% and 17.4%, respectively.

For the three months ended September 30, 2021 and 2020, the Company's effective tax rate was 20.9% and 21.5%, respectively.

For the nine months ended September 30, 2021 and 2020, the Company's effective tax rate was 20.9% and 18.8%, respectively.

These effective rates were at or below the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and to tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.

The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits, the level of tax-exempt investments and loans, the amount of taxable income in various state jurisdictions and the overall level of pre-tax income.

The higher effective tax rate in the 2021 six-month period was due to higher overall income, lower levels of low income housing tax credits and less tax-exempt interest income compared to prior periods.

In 2020, the Company’s state income tax expenses were higher than normal in various states due to the recognition of income for tax purposes related to the gain recognized on the termination of the interest rate swap.

State tax expense estimates have evolved throughout 2021 as taxable income and apportionment between states have been analyzed.

Higher effective tax rates in the 2021 periods were due to higher overall income, lower levels of low income housing tax credits and less tax-exempt interest income compared to prior periods.

The Company's effective income tax rate is currently generally expected to remain at or below the statutory federal tax rate due primarily to the factors noted above.

5 unchanged sentences

Interest income on loans includes the amortization of net loan fees which were deferred in accordance with accounting standards.

Net fees included in interest income were $2.5 million and $1.5 million for the three months ended June 30, 2021 and 2020, respectively.

Net fees included in interest income were $5.0 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively.

Net fees included in interest income were $2.9 million and $1.7 million for the three months ended September 30, 2021 and 2020, respectively.

Net fees included in interest income were $7.9 million and $4.4 million for the nine months ended September 30, 2021 and 2020, respectively.

Tax-exempt income was not calculated on a tax equivalent basis.

The table does not reflect any effect of income taxes.

September 30,

Three Months Ended

June 30, 2021

June 30, 2020

September 30, 2021

September 30, 2020

(Dollars in Thousands)

32 unchanged sentences

* Defined as the Company’s net interest income divided by total average interest-earning assets.

(1) Of the total average balances of investment securities, average tax-exempt investment securities were $40.9 million and $64.0 million for the three months ended June 30, 2021 and 2020, respectively.

In addition, average tax-exempt loans and industrial revenue bonds were $17.9 million and $20.0 million for the three months ended June 30, 2021 and 2020, respectively.

Interest income on tax-exempt assets included in this table was $428,000 and $538,000 for the three months ended June 30, 2021 and 2020, respectively.

Interest income net of disallowed interest expense related to tax-exempt assets was $419,000 and $493,000 for the three months ended June 30, 2021 and 2020, respectively.

(2) The yield on loans at June 30, 2021 does not include the impact of the accretable yield (income) on loans acquired in the FDIC-assisted transactions.

See “Net Interest Income” for a discussion of the effect on results of operations for the three months ended June 30, 2021.

Six Months Ended

June 30, 2021

June 30, 2020

(1) Of the total average balances of investment securities, average tax-exempt investment securities were $40.8 million and $67.8 million for the three months ended September 30, 2021 and 2020, respectively.

In addition, average tax-exempt loans and industrial revenue bonds were $17.6 million and $19.8 million for the three months ended September 30, 2021 and 2020, respectively.

Interest income on tax-exempt assets included in this table was $397,000 and $570,000 for the three months ended September 30, 2021 and 2020, respectively.

Interest income net of disallowed interest expense related to tax-exempt assets was $389,000 and $537,000 for the three months ended September 30, 2021 and 2020, respectively.

(2) The yield on loans at September 30, 2021 does not include the impact of the accretable yield (income) on loans acquired in the FDIC-assisted transactions.

See “Net Interest Income” for a discussion of the effect on results of operations for the three months ended September 30, 2021.

September 30,

Nine Months Ended

September 30, 2021

September 30, 2020

(Dollars in Thousands)

32 unchanged sentences

* Defined as the Company’s net interest income divided by total average interest-earning assets.

(1) Of the total average balances of investment securities, average tax-exempt investment securities were $43.0 million and $48.3 million for the six months ended June 30, 2021 and 2020, respectively.

In addition, average tax-exempt loans and industrial revenue bonds were $18.3 million and $20.7 million for the six months ended June 30, 2021 and 2020, respectively.

Interest income on tax-exempt assets included in this table was $846,000 and $1.1 million for the six months ended June 30, 2021 and 2020, respectively.

Interest income net of disallowed interest expense related to tax-exempt assets was $822,000 and $971,000 for the six months ended June 30, 2021 and 2020, respectively.

(2) The yield on loans at June 30, 2021 does not include the impact of the accretable yield (income) on loans acquired in the FDIC-assisted transactions.

See “Net Interest Income” for a discussion of the effect on results of operations for the six months ended June 30, 2021.

(1) Of the total average balances of investment securities, average tax-exempt investment securities were $42.3 million and $54.8 million for the nine months ended September 30, 2021 and 2020, respectively.

In addition, average tax-exempt loans and industrial revenue bonds were $18.1 million and $20.4 million for the nine months ended September 30, 2021 and 2020, respectively.

Interest income on tax-exempt assets included in this table was $1.2 million and $1.6 million for the nine months ended September 30, 2021 and 2020, respectively.

Interest income net of disallowed interest expense related to tax-exempt assets was $1.2 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively.

(2) The yield on loans at September 30, 2021 does not include the impact of the accretable yield (income) on loans acquired in the FDIC-assisted transactions.

See “Net Interest Income” for a discussion of the effect on results of operations for the nine months ended September 30, 2021.

Rate/Volume Analysis

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For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate).

For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate.

For purposes of this table, changes attributable to both rate and

volume, which cannot be segregated, have been allocated proportionately to volume and rate.

Tax-exempt income was not calculated on a tax equivalent basis.

Three Months Ended June 30,

Three Months Ended September 30,

Increase (Decrease)

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Net interest income

Six Months Ended June 30,

Nine Months Ended September 30,

Increase (Decrease)

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As a result of the Company’s management of the ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its borrowers’ credit needs.

At June 30, 2021, the Company had commitments of approximately $121.3 million to fund loan originations, $1.23 billion of unused lines of credit and unadvanced loans, and $15.1 million of outstanding letters of credit.

September 30, 2021, the Company had commitments of approximately $191.9 million to fund loan originations, $1.26 billion of unused lines of credit and unadvanced loans, and $15.9 million of outstanding letters of credit.

Loan commitments and the unfunded portion of loans at the dates indicated were as follows (in thousands):

September 30,

Closed non-construction loans with unused available lines

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The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds.

At June 30, 2021, the Company had these available secured lines and on-balance sheet liquidity:

At September 30, 2021, the Company had these available secured lines and on-balance sheet liquidity:

Federal Home Loan Bank line

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Statements of Cash Flows.

During both the six months ended June 30, 2021 and 2020, the Company had positive cash flows from operating activities and positive cash flows from financing activities.

The Company had positive cash flows from investing activities during the six months ended June 30, 2021 and negative cash flows from investing activities during the six months ended June 30, 2020.

During the nine months ended September 30, 2021 and 2020, the Company had positive cash flows from operating activities.

The Company had positive cash flows from investing activities during the nine months ended September 30, 2021 and negative cash flows from investing activities during the nine months ended September 30, 2020.

The Company had negative cash flows from financing activities during the nine months ended September 30, 2021 and positive cash flows from financing activities during the nine months ended September 30, 2020.

Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for credit losses, depreciation and amortization, realized gains on sales of loans and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows.

Net income adjusted for non-cash and non-operating items and the origination and sale of loans held for sale were the primary source of cash flows from operating activities.

Operating activities provided cash flows of $54.8 million and $35.4 million during the six months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021, investing activities provided cash of $33.5 million, primarily due to the net repayment of loans and payments received on investment securities, partially offset by the purchase of investment securities and the purchase of loans.

Investing activities in the 2020 period used cash of $259.5 million, primarily due to the net origination of loans and the purchase of investment securities, partially offset by the cash proceeds from the termination of interest rate derivatives and the payments received on investment securities.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are due to changes in deposits after interest credited and changes in short-term borrowings, as well as advances from borrowers for taxes and insurance, dividend payments to stockholders, purchases of the Company’s common stock and the exercise of common stock options.

Financing activities provided cash of $29.8 million and $477.6 million during the six months ended June 30, 2021 and 2020, respectively.

In the 2021 six-month period, financing activities provided cash primarily as a result of net increases in checking account balances, partially offset by decreases in time deposits, decreases in short-term borrowings, dividends paid to stockholders and the purchase of the Company’s common stock.

In the 2020 six-month period, financing activities provided cash primarily as a result of net increases in checking account balances, partially offset by decreases in short-term borrowings, dividends paid to stockholders and the purchase of the Company’s common stock.

In the 2020 period, the Company also received cash proceeds from the issuance of subordinated notes.

Operating activities provided cash flows of $77.7 million and $35.8 million during the nine months ended September 30, 2021 and 2020, respectively.

During the nine months ended September 30, 2021, investing activities provided cash of $239.9 million, primarily due to the net repayment of loans and payments received on investment securities, partially offset by the purchase of investment securities and the purchase of loans.

Investing activities in the 2020 period used cash of $278.9 million, primarily due to the net origination of loans, the purchase of investment securities and the purchase of equipment, partially offset by cash proceeds from the termination of interest rate derivatives, the sale of other real estate owned and payments received on investment securities.

Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows were due to changes in deposits after interest credited and changes in short-term borrowings, as well as advances from borrowers for taxes and insurance, dividend payments to stockholders, repurchases of the Company’s common stock and the exercise of common stock options.

Financing activities used cash of $112.2 million during the nine months ended September 30, 2021 and provided cash of $361.2 million during the nine months ended September 30, 2020.

In the 2021 nine-month period, financing activities used cash primarily as a result of decreases in time deposits, redemption of subordinated notes, dividends paid to stockholders and the repurchase of the Company’s common stock, partially offset by net increases in checking account balances.

In the 2020 nine-month period, financing activities provided cash primarily as a result of net increases in checking account balances, partially offset by decreases in short-term borrowings, decreases in time deposits, dividends paid to stockholders and the purchase of the Company’s common stock.

Also in the 2020 period, cash was provided by the issuance of subordinated notes.

Capital Resources

Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.

At June 30, 2021, the Company's total stockholders' equity and common stockholders’ equity were each $629.6 million, or 11.3% of total assets, equivalent to a book value of $46.09 per common share.

At September 30, 2021, the Company's total stockholders' equity and common stockholders’ equity were each $624.6 million, or 11.5% of total assets, equivalent to a book value of $46.73 per common share.

As of December 31, 2020, total stockholders’ equity and common stockholders’ equity were each $629.7 million, or 11.4% of total assets, equivalent to a book value of $45.79 per common share.

At June 30, 2021, the Company’s tangible common equity to tangible assets ratio was 11.2%, compared to 11.3% at December 31, 2020 (See Non-GAAP Financial Measures below).

Included in stockholders’ equity at June 30, 2021 and December 31, 2020, were unrealized gains (net of taxes) on the Company’s available-for-sale investment securities totaling $15.5 million and $23.3 million, respectively.

At September 30, 2021, the Company’s tangible common equity to tangible assets ratio was 11.4%, compared to 11.3% at December 31, 2020 (See Non-GAAP Financial Measures below).

Included in stockholders’ equity at September 30, 2021 and December 31, 2020, were unrealized gains (net of taxes) on the Company’s available-for-sale investment securities totaling $12.0 million and $23.3 million, respectively.

This decrease in unrealized gains primarily resulted from rising market interest rates, which decreased the fair value of investment securities.

Also included in stockholders’ equity at June 30, 2021, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $26.8 million.

Also included in stockholders’ equity at September 30, 2021, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $25.2 million.

This amount, plus associated deferred taxes, is expected to be accreted to interest income over the remaining term of the original interest rate swap contract, which was to end in October 2025.

At June 30, 2021, the remaining pre-tax amount to be recorded in interest income was $34.7 million.

At September 30, 2021, the remaining pre-tax amount to be recorded in interest income was $32.6 million.

The net effect on total stockholders’ equity over time will be no impact as the reduction of this realized gain will be offset by an increase in retained earnings (as the interest income flows through pre-tax income).

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Under current guidelines banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%.

To be considered "well capitalized,"

banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%.

On June 30, 2021, the Bank's common equity Tier 1 capital ratio was 14.4%, its Tier 1 capital ratio was 14.4%, its total capital ratio was 15.6% and its Tier 1 leverage ratio was 11.7%.

As a result, as of June 30, 2021, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

To be considered “well capitalized,” banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%.

On September 30, 2021, the Bank's common equity Tier

1 capital ratio was 14.7%, its Tier 1 capital ratio was 14.7%, its total capital ratio was 15.9% and its Tier 1 leverage ratio was 11.7%.

As a result, as of September 30, 2021, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.

On December 31, 2020, the Bank's common equity Tier 1 capital ratio was 13.7%, its Tier 1 capital ratio was 13.7%, its total capital ratio was 14.9% and its Tier 1 leverage ratio was 11.8%.

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The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks.

On June 30, 2021, the Company's common equity Tier 1 capital ratio was 13.0%, its Tier 1 capital ratio was 13.6%, its total capital ratio was 18.1% and its Tier 1 leverage ratio was 11.0%.

On September 30, 2021, the Company's common equity Tier 1 capital ratio was 13.4%, its Tier 1 capital ratio was 14.0%, its total capital ratio was 16.9% and its Tier 1 leverage ratio was 11.1%.

To be considered well capitalized, a bank holding company must have a Tier 1 risk-based capital ratio of at least 6.00% and a total risk-based capital ratio of at least 10.00%.

As of June 30, 2021, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such.

As of September 30, 2021, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such.

On December 31, 2020, the Company's common equity Tier 1 capital ratio was 12.2%, its Tier 1 capital ratio was 12.7%, its total capital ratio was 17.2% and its Tier 1 leverage ratio was 10.9%.

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In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses.

At June 30, 2021, the Company and the Bank both had additional common equity Tier 1 capital in excess of the buffer amount.

On June 30, 2021, the Company announced its intention to redeem on August 15, 2021 all of the Company’s outstanding 5.25% fixed-to-floating rate subordinated notes due August 15, 2026, with an aggregate principal balance of $75 million.

The total redemption price will be 100% of the aggregate principal balance of the subordinated notes plus accrued and unpaid interest.

The Company will utilize excess cash on hand for the redemption payment.

The annual combined interest expense and amortization of deferred issuance costs on these subordinated notes has been approximately $4.3 million.

These subordinated notes have been included as capital in the Company’s calculation of its total capital ratio.

At September 30, 2021, the Company and the Bank both had additional common equity Tier 1 capital in excess of the buffer amount.

On August 15, 2021, the Company completed the redemption, at par, of all $75.0 million aggregate principal amount of its 5.25% subordinated notes due August 15, 2026.

The Company utilized cash on hand for the redemption payment.

The annual combined interest expense and amortization of deferred issuance costs on these subordinated notes was approximately $4.3 million.

These subordinated notes were included as capital in the Company’s calculation of its total capital ratio.

For additional information, see “Item 1.

Business--Government Supervision and Regulation-Capital” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

During the three months ended June 30, 2021, the Company declared a common stock cash dividend of $0.34 per share, or 23% of net income per diluted common share for that three month period, and paid a common stock cash dividend of $0.34 per share (which was declared in March 2021).

During the three months ended June 30, 2020, the Company declared common stock cash dividends of $0.34 per share, or 37% of net income per diluted common share for that three month period, and paid common stock cash dividends of $0.34 per share (which was declared in March 2020).

During the six months ended June 30, 2021, the Company declared common stock cash dividends of $0.68 per share, or 24% of net income per diluted common share for that six month period, and paid common stock cash dividends of $0.68 per share ($0.34 of which was declared in December 2020).

During the six months ended June 30, 2020, the Company declared common stock cash dividends of $1.68 per share, or 85% of net income per diluted common share for that six month period, and paid common stock cash dividends of $1.68 per share ($0.34 of which was declared in December 2019).

The total dividends declared during the six months ended June 30, 2020, consisted of regular cash dividends of $0.68 per share and a special cash dividend of $1.00 per share.

During the three months ended September 30, 2021, the Company declared a common stock cash dividend of $0.36 per share, or 24% of net income per diluted common share for that three month period, and paid a common stock cash dividend of $0.34 per share (which was declared in June 2021).

During the three months ended September 30, 2020, the Company declared a common stock cash dividend of $0.34 per share, or 35% of net income per diluted common share for that three month period, and paid a common stock cash dividend of $0.34 per share (which was declared in June 2020).

During the nine months ended September 30, 2021, the Company declared common stock cash dividends of $1.04 per share, or 24% of net income per diluted common share for that nine month period, and paid common stock cash dividends of $1.02 per share ($0.34 of which was declared in December 2020).

During the nine months ended September 30, 2020, the Company declared common stock cash dividends of $2.02 per share, or 69% of net income per diluted common share for that nine month period, and paid common stock cash dividends of $2.02 per share ($0.34 of which was declared in December 2019).

The total dividends declared during the nine months ended September 30, 2020, consisted of regular cash dividends of $1.02 per share and a special cash dividend of $1.00 per share.

The Board of Directors meets regularly to consider the level and the timing of dividend payments.

The $0.34 per share dividend declared but unpaid as of June 30, 2021, was paid to stockholders in July 2021.

The $0.36 per share dividend declared but unpaid as of September 30, 2021, was paid to stockholders in October 2021.

Common Stock Repurchases and Issuances .

The Company has been in various buy-back programs since May 1990.

During the three months ended June 30, 2021, the Company issued 33,227 shares of stock at an average price of $44.36 per share to cover stock option exercises and repurchased 67,514 shares of its common stock at an average price of $54.50 per share.

During the three months ended June 30, 2020, the Company issued 600 shares of stock at an average price of $23.19 per share to cover stock option exercises and did not repurchase any shares of its common stock.

During the six months ended June 30, 2021, the Company issued 49,131 shares of stock at an average price of $42.66 per share to cover stock option exercises and repurchased 142,379 shares of its common stock at an average price of $52.39 per share.

During the six months ended June 30, 2020, the Company issued 7,075 shares of stock at an average price of $36.36 per share to cover stock option exercises and repurchased 183,707 shares of its common stock at an average price of $44.36 per share.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the stock would contribute to the overall growth of shareholder value.

During the three months ended September 30, 2021, the Company issued 14,439 shares of stock at an average price of $37.87 per share to cover stock option exercises and repurchased 307,059 shares of its common stock at an average price of $53.13 per share.

During the three months ended September 30, 2020, the Company issued 2,550 shares of stock at an average price of $26.53 per share to cover stock option exercises and repurchased 206,400 shares of its common stock at an average price of $37.39 per share.

During the nine months ended September 30, 2021, the Company issued 63,570 shares of stock at an average price of $41.57 per share to cover stock option exercises and repurchased 449,438 shares of its common stock at an average price of $52.89 per share.

During the nine months ended September 30, 2020, the Company issued 9,625 shares of stock at an average price of $33.76 per share to cover stock option exercises and repurchased 390,107 shares of its common stock at an average price of $40.67 per share.

Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the Company’s stock would contribute to the overall growth of shareholder value.

The number of shares of stock that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company.

The primary factors, however, are the number of shares available in the market from sellers at any given time, the price of the stock within the market as determined by the market and the projected impact on the Company’s earnings per share and capital.

The primary factors typically include the number of shares available in the market from sellers at any given time, the market price of the stock and the projected impact on the Company’s earnings per share and capital.

On October 21, 2020, the Company’s Board of Directors authorized management to repurchase up to one million additional shares of the Company’s common stock under a program of open market purchases or privately negotiated transactions.

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Ratio of Tangible Common Equity to Tangible Assets

June 30, 2021

September 30, 2021

December 31, 2020

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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 2. Management’s Discussion and Analysis