Back to GetFilings.com



UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

/X/  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarterly Period ended September 30, 2002


Commission File Number 0-18082

GREAT SOUTHERN BANCORP, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

43-1524856
(IRS Employer Identification Number)

1451 E. BATTLEFIELD
SPRINGFIELD, MISSOURI
(Address of principal executive offices)

65804
(Zip Code)

(417) 887-4400
(Registrant's telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes /X/     No /  /

       The number of shares outstanding of each of the registrant's classes of common stock: 6,863,642 shares of common stock, par value $.01, outstanding at November 12, 2002.



NEXT PAGE


PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.

GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except number of shares)

September 30,
2002
December 31,
2001
(Unaudited)
ASSETS
Cash $   44,147  $   29,646 
Interest-bearing deposits in other financial institutions 9,265 
5,474 
        Cash and cash equivalents 53,412  35,120 
Available-for-sale securities 205,519  233,805 
Held-to-maturity securities (fair value $55,566 - September 2002;
  $40,703 - December 2001) 51,986  37,465 
Mortgage loans held for sale 3,845  7,135 
Loans receivable, net of allowance for loan losses of
  $22,031 - September 2002; $21,328 - December 2001 996,413  957,751 
Interest receivable:
  Loans 5,092  5,147 
  Investments 1,533  2,063 
Prepaid expenses and other assets 17,088  7,464 
Foreclosed assets held for sale, net 3,189  3,057 
Premises and equipment, net 15,650  12,839 
Investment in Federal Home Loan Bank Stock 14,962  14,962 
Deferred income taxes 5,704 
6,295 
        Total Assets $1,374,393 
$1,323,103 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 1,027,644  $  886,870 
Federal Home Loan Bank advances 181,526  258,743 
Short-term borrowings 31,897  57,763 
Trust preferred securities 18,615  17,160 
Accrued interest payable 2,365  5,186 
Advances from borrowers for taxes and insurance 986  295 
Accounts payable and accrued expenses 4,602  2,983 
Income taxes payable 6,346 
8,849 
        Total Liabilities 1,273,981 
1,237,849 
Stockholders' Equity:
Capital stock
  Serial preferred stock, $.01 par value;
    authorized 1,000,000 shares; none issued --  -- 
  Common stock, $.01 par value; authorized 20,000,000 shares; issued
    12,325,002 shares 123  123 
Additional paid-in capital 16,990  17,160 
Retained earnings 141,604  127,489 
Accumulated other comprehensive income:
  Unrealized appreciation on available-for-sale securities,
  net of income taxes of $1,134 - September 2002
  and $384 - December 2001 2,272 
710 
160,989  145,482 
Less treasury common stock, at cost; September 2002 - 5,461,360 shares;
  December 2001 - 5,462,467 shares (60,577)
(60,228)
        Total Stockholders' Equity 100,412 
85,254 
        Total Liabilities and Stockholders' Equity $1,374,393 
$1,323,103 


See Notes to Consolidated Financial Statements

2
NEXT PAGE


GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands)

THREE MONTHS ENDED
September 30,
NINE MONTHS ENDED
September 30,
2002
2001
2002
2001
(Unaudited) (Unaudited)
INTEREST INCOME
  Loans $16,557  $18,924  $48,061  $59,347 
  Investment securities and other 3,956 
3,203 
12,386 
9,703 
    TOTAL INTEREST INCOME 20,513 
22,127 
60,447 
69,050 
INTEREST EXPENSE
  Deposits 5,447  7,354  16,897  25,657 
  Federal Home Loan Bank advances 1,739  2,055  5,384  8,475 
  Short-term borrowings and trust preferred securities 290 
1,095 
938 
2,350 
    TOTAL INTEREST EXPENSE 7,476 
10,504 
23,219 
36,482 
NET INTEREST INCOME 13,037  11,623  37,228  32,568 
PROVISION FOR LOAN LOSSES 1,300 
1,050 
4,300 
3,750 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 11,737 
10,573 
32,928 
28,818 
NON-INTEREST INCOME
  Commissions 1,265  1,212  4,508  4,383 
  Service charges and ATM fees 2,217  2,124  6,089  6,261 
  Net realized gains on sales of loans 341  297  1,035  1,317 
  Net realized gains on available-for-sale securities 621  99  3,445  367 
  Expense on foreclosed assets (45) (347) (538) (440)
  Other income 254 
318 
931 
898 
    TOTAL NON-INTEREST INCOME 4,653 
3,703 
15,470 
12,786 
NON-INTEREST EXPENSE
  Salaries and employee benefits 4,011  3,740  11,851  11,109 
  Net occupancy and equipment expense 1,441  1,200  3,888  3,288 
  Postage 362  302  1,057  914 
  Insurance 133  120  382  346 
  Amortization of goodwill --  127  --  200 
  Advertising 190  171  457  498 
  Office supplies and printing 190  207  616  611 
  Other operating expenses 998 
910 
2,815 
2,923 
    TOTAL NON-INTEREST EXPENSE 7,325 
6,777 
21,066 
19,889 
INCOME BEFORE INCOME TAXES 9,065  7,499  27,332  21,715 
PROVISION FOR INCOME TAXES 3,146 
2,649 
9,476 
7,606 
NET INCOME $  5,919 
$  4,850 
$17,856 
$ 14,109 
BASIC EARNINGS PER COMMON SHARE $.86 
$.70 
$2.60 
$2.05 
DILUTED EARNINGS PER COMMON SHARE $.85 
$.70 
$2.57 
$2.03 
DIVIDENDS DECLARED PER COMMON SHARE $.14 
$.13 
$ .55 
$ .38 
See Notes to Consolidated Financial Statements

3
NEXT PAGE




GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

NINE MONTHS ENDED SEPTEMBER 30,
2002
2001
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income $    17,856  $     14,109 
  Proceeds from sales of loans held for sale 65,531  63,229 
  Originations of loans held for sale (58,570) (63,098)
  Items not requiring (providing) cash:
    Depreciation 1,890  1,515 
    Provision for loan losses 4,300  3,750 
    Provision for losses on foreclosed assets 254  -- 
    Gain on sale of loans (1,035) (1,317)
    Net realized gains on sale of available-for-sale securities (3,445) (367)
    (Gain) loss on sale of premises and equipment (86) 22 
    Gain on sale of foreclosed assets (158) (17)
    Amortization of deferred income and expense, premiums and discounts 394  (610)
    Deferred income taxes (159) (757)
  Changes in:
    Accrued interest receivable 585  652 
    Prepaid expenses and other assets 84  (774)
    Accounts payable and accrued expenses (2,163) (330)
    Income taxes refundable/payable (2,503)
1,364 
      Net cash provided by operating activities 22,775 
17,371 
CASH FLOWS FROM INVESTING ACTIVITIES
  Net increase in loans (48,675) (53,531)
  Purchase of loans (9,323) (9,191)
  Proceeds from sale of student loans 9,889  10,037 
  Purchase of premises and equipment (4,866) (3,649)
  Proceeds from sale of premises and equipment 251  307 
  Proceeds from sale of foreclosed assets 2,897  3,778 
  Capitalized costs on foreclosed assets 31  (418)
  Proceeds from maturing investment securities 11,561  12,000 
  Proceeds from called investment securities 30,000  116,495 
  Principal reductions on mortgage-backed securities 33,824  653 
  Purchase of held-to-maturity securities (26,088) (8,265)
  Proceeds from sale of available-for-sale securities 151,235  84,930 
  Purchase of available-for-sale securities (181,913) (248,488)
  Purchase of Federal Home Loan Bank stock -- 
(24)
      Net cash used in investing activities (31,177)
(95,366)
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in certificates of deposit 56,107  70,936 
  Net increase in checking and savings deposits 76,278  9,999 
  Proceeds from Federal Home Loan Bank advances 2,573,000  904,300 
  Repayment of Federal Home Loan Bank advances (2,650,217) (975,543)
  Net increase (decrease) in short-term borrowings (25,866) 45,267 
  Proceeds from issuance of trust preferred securities --  17,250 
  Net increase in advances from borrowers
    for taxes and insurance 691  855 
  Purchase of treasury stock (1,057) (1,515)
  Dividends paid (2,780) (2,588)
  Stock options exercised 538 
199 
      Net cash provided by financing activities 26,694 
69,160 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 18,292  (8,835)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 35,120 
40,101 
CASH AND CASH EQUIVALENTS, END OF PERIOD $  53,412 
$  31,266 

See Notes to Consolidated Financial Statements
4
NEXT PAGE


GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

         The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the nine months ended September 30, 2002 and 2001 are not necessarily indicative of the results that may be expected for the full year. The consolidated statement of financial condition of the Company as of December 31, 2001, has been derived from the audited consolidated statement of financial condition of the Company as of that date.

         Certain information and note disclosures normally included in the Company's annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for 2001 filed with the Securities and Exchange Commission.

NOTE 2: OPERATING SEGMENTS

         The Company's banking operation is its only reportable segment. The banking operation segment is principally engaged in the business of originating residential and commercial real estate loans, commercial business loans and consumer loans. These loans are funded through the attraction of deposits from the general public, brokered deposit originations, and borrowings from the Federal Home Loan Bank ("FHLBank") and others. The operating results of this segment are regularly reviewed by management to make decisions about resource allocations and to assess performance.

         The following table provides information about segment profits and has been prepared using the same accounting policies as those described in Note 1. There are no material inter-segment revenues, thus no reconciliations to amounts reported in the consolidated financial statements are necessary. Revenue from segments below the reportable segment threshold is attributable to three operating segments of the Company. These segments include an insurance agency, a travel agency, and discount brokerage services.

Three Months Ended September 30, 2002
Nine Months Ended September 30, 2002
Banking
All Other
Totals
Banking
All Other
Totals
(In thousands) (In thousands)
Interest income $20,502  $    11  $20,513  $60,409  $    38  $60,447 
Non-interest income 3,397  1,256  4,653  10,971  4,499  15,470 
Segment profit (loss) 6,037  (118) 5,919  17,558  298  17,856 



5
NEXT PAGE


Three Months Ended September 30, 2001
Nine Months Ended September 30, 2001
Banking
All Other
Totals
Banking
All Other
Totals
(In thousands) (In thousands)
Interest income $22,107  $    20  $22,127  $68,994  $    56  $69,050 
Non-interest income 2,472  1,231  3,703  8,367  4,419  12,786 
Segment profit (loss) 5,077  (227) 4,850  14,273  (164) 14,109 

NOTE 3: COMPREHENSIVE INCOME

         Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, requires the reporting of comprehensive income and its components. Comprehensive income is defined as the change in equity from transactions and other events and circumstances from non-owner sources, and excludes investments by and distributions to owners. Comprehensive income includes net income and other items of comprehensive income meeting the above criteria. The Company's only component of other comprehensive income is the unrealized gains and losses on available-for-sale securities.

Three Months Ended
September 30,
Nine Months Ended
September 30,
2002
2001
2002
2001
(In thousands) (In thousands)
Net income $5,919 
$4,850 
$17,856 
$14,109 
Unrealized holding gains,
  net of income taxes 1,821  2,560  3,801  2,877 
Less: reclassification adjustment
  for gains included in
  net income, net of income taxes (404)
(64)
(2,239)
(238)
1,417 
2,496 
1,562 
2,639 
Comprehensive income $7,336 
$7,346 
$19,418 
$16,748

NOTE 4: CHANGES IN ACCOUNTING PRINCIPLES

         The Company has adopted Statement of Financial Accounting Standards ("SFAS") 142, Goodwill and Other Intangible Assets. This Statement establishes new financial accounting and reporting standards for acquired goodwill and other intangible assets. The Statement addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. It also addresses how goodwill and other intangible assets (including those acquired in a business combination) should be accounted for after they have been initially recognized in the financial statements. Initial adoption of SFAS 142 had no effect on the Company's financial statements.



6
NEXT PAGE


         The Company has adopted SFAS 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This Statement addresses how and when to measure impairment on long-lived assets and how to account for long-lived assets that an entity plans to dispose of either through sale, abandonment, exchange or distribution to owners. The Statement also requires expected future operating losses from discontinued operations to be recorded in the period in which the losses are incurred rather than at the measurement date. Initial adoption of SFAS 144 had no effect on the Company's financial statements.

         In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement requires that a liability for costs associated with an exit or disposal activity be recognized when incurred rather than at the date of commitment to an exit or disposal plan. This Statement replaces EITF 94-3 and is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of this Statement is not expected to have a material effect on the Company's financial statements.

         In October 2002, the FASB issued SFAS 147, Acquisitions of Certain Financial Institutions. This Statement brings all business combinations involving financial institutions, except mutuals, into the scope of SFAS 141, Business Combinations. SFAS 147 requires that all acquisitions of financial institutions that meet the definition of a business, including acquisitions of part of a financial institution that meet the definition of a business, must be accounted for in accordance with SFAS 141 and the related intangibles accounted for in accordance with SFAS 142. SFAS 147 removes such acquisitions from the scope of SFAS 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions. SFAS 147 also amends SFAS 144 to include in its scope long-term customer-relationship intangible assets of financial institutions. SFAS 147 is generally effective immediately and provides guidance with respect to amortization and impairm ent of intangibles recognized in connection with acquisitions previously within the scope of SFAS 72. The adoption of this Statement did not have a material effect on the Company's financial statements.

7
NEXT PAGE


ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

         When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things, changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans and deposits in the Company's market area and competition, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

         The Company does not undertake-and specifically disclaims any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies, Judgments and Estimates

         The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

         The Company considers that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated loan losses. Management's determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates, including, among other, expected default probabilities, loss given default, expected commitment usage, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses, and general amounts for historical loss experience. The process also considers economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.



8
NEXT PAGE


General

         The following should be read in conjunction with Management's Discussion and Analysis in the Company's December 31, 2001 Form 10-K.

         The profitability of the Company, and more specifically, the profitability of its primary subsidiary, Great Southern Bank (the "Bank"), depends primarily on its net interest income. Net interest income is the difference between the interest income the Company earns on its loans and investment portfolio, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

         The Company's profitability is also affected by the level of its non-interest income and non-interest expense. Non-interest income consists primarily of net realized gains on sales of loans and available-for-sale securities, service charges and ATM fees, commissions earned by non-bank subsidiaries and other general operating income. Non-interest expense consists primarily of salaries and employee benefits, net occupancy and equipment expenses, postage, insurance, advertising, office supplies and printing and other general operating expenses.

         The operations of the Bank, and banking institutions in general, are significantly influenced by general economic conditions and related monetary and fiscal policies of regulatory agencies. Deposit flows and the cost of deposits and borrowings are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn are affected by the interest rates at which such financing may be offered and other factors affecting loan demand and the availability of funds.

Effect of Federal Laws and Regulations

         Federal legislation and regulation significantly affect the banking operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated depository institutions such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.



9
NEXT PAGE


Asset and Liability Management and Interest Rate Risk

         A principal operating objective of the Company is to produce stable earnings by achieving a favorable interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Company has sought to reduce its exposure to adverse changes in interest rates by attempting to achieve a closer match between the periods in which its interest-bearing liabilities and interest-earning assets can be expected to reprice through the origination of adjustable-rate mortgages and loans with shorter terms to maturity, the purchase of other shorter term interest-earning assets and the use of interest rate swap agreements as hedges.

         The rates of interest the Bank earns on assets and pays on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, the Company's results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of the Company's assets and liabilities. The risk associated with changes in interest rates and the Company's ability to adapt to these changes is known as interest rate risk and is the Company's most significant market risk.

         The term "interest rate sensitivity" refers to those assets and liabilities that mature within a stated period or reprice within that period in response to fluctuations in market rates and yields. As noted above, one of the principal goals of the Company's asset/liability program is to maintain and match the interest rate sensitivity characteristics of the asset and liability portfolios.

         In order to properly manage interest rate risk, the Bank's Board of Directors has established an Asset/Liability Management Committee ("ALCO") made up of members of management to monitor the difference between the Bank's maturing and repricing assets and liabilities and to develop and implement strategies to manage the "gap" between the two. The primary responsibilities of the committee are to assess the Bank's asset/liability mix, recommend strategies to the Board that will enhance income while managing the Bank's vulnerability to changes in interest rates and report to the Board the results of the strategies used. At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the ALCO may determine to increase the Bank's interest rate risk position in order to maintain its net interest margin. The Company's experience with interest rates is discussed in more detail under the heading "Results of Operations and Comparison of the Three and Nine Months Ended September 30, 2002 and 2001."



10
NEXT PAGE


         An important element of both earnings performance and liquidity is the management of interest rate sensitivity. Interest rate sensitivity reflects the potential effect on net interest income of a movement in interest rates. The difference between the Bank's interest-sensitive assets and interest-sensitive liabilities for a specified time frame is referred to as "gap." A financial institution is considered to be asset-sensitive, or have a positive gap, when the amount of its earning assets maturing or repricing within a given time period exceeds the amount of its interest-bearing liabilities also maturing or repricing within that time period. Conversely, a financial institution is considered to be liability-sensitive, or have a negative gap, when the amount of its interest-bearing liabilities maturing or repricing within a given period exceeds the amount of earning assets also maturing or repricing within that time period. During a period of rising interest rates, a positive gap would tend to increase net interest income, while a negative gap would tend to have an adverse effect on net interest income. During a period of falling interest rates, a positive gap would tend to have an adverse effect on net interest income, while a negative gap would tend to increase net interest income. At September 30, 2002, the Bank maintained a one-year gap position that was slightly positive.

         The Bank, through the ALCO, evaluates interest sensitivity risk and then formulates guidelines regarding asset generation, funding sources and the pricing of each, and off-balance sheet commitments in order to decrease sensitivity risk. These guidelines are based upon management's outlook regarding future interest rate movements, the state of the regional and national economy and other financial and business risk factors. The Bank uses a static gap model and a computer simulation to measure the effect on net interest income of various interest rate scenarios over selected time periods. The Bank's gap can be managed by repricing assets or liabilities, selling available-for-sale investments, replacing an asset or liability prior to maturity or adjusting the interest rate during the life of an asset or liability. Matching the amount of assets and liabilities repricing during the same time interval helps to reduce the risk and minimize the impact on net interest income in periods of rising or falling interest rates.

         As a part of its asset and liability management strategy, the Bank has, throughout the past several years, increased its investment in loans which are interest rate sensitive by emphasizing the origination of adjustable-rate, one- to four-family residential loans and adjustable-rate or relatively short-term commercial real estate, commercial business and consumer loans, and originating fixed-rate, one- to four-family residential loans primarily for immediate resale in the secondary market. Approximately 45% of total assets are currently invested in commercial real estate, construction, and commercial business loans. This part of the strategy was designed to improve asset yield and fee income, to shorten the average maturity and increase the interest rate sensitivity of the loan portfolio. While efforts to date have contributed to the changes in the one-year interest rate sensitivity gap and increased net interest income, such lending has increased the Bank's risk levels, and has resulted in an increase in the level of non-performing assets. Management continually evaluates existing and potential commercial real estate and commercial business loans, in order to try to reduce undesirable risks including concentrations in a given geographic area or a particular loan category.



11
NEXT PAGE


         In addition, the Company uses interest rate swaps to manage its interest rate risks from recorded financial liabilities. These instruments are utilized when they can be demonstrated to effectively hedge a designated liability and such liability exposes the Company to interest rate risk. The Company's experience with interest rate swaps is discussed in more detail under the heading "Item III. Quantitative and Qualitative Disclosures About Market Risk."

         Interest rate risk exposure estimates (the sensitivity gap) are not exact measures of an institution's actual interest rate risk. They are only indicators of interest rate risk exposure produced in a simplified modeling environment designed to allow management to gauge the Bank's sensitivity to changes in interest rates. The estimates do not necessarily indicate the impact of general interest rate movements on the Bank's net interest income because the repricing of certain categories of assets and liabilities is subject to competitive and other factors beyond the Bank's control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may in fact mature or reprice at different times and in different amounts and would therefore cause a change (which potentially could be material) in the Bank's interest rate risk.



12
NEXT PAGE


COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

         During the nine months ended September 30, 2002, total assets increased by $51.3 million to $1.37 billion. Cash and interest-bearing deposits increased $18.3 million, held-to-maturity securities increased $14.5 million, net loans receivable increased $38.7 million, and premises and equipment increased $2.8 million, partially offset by a decrease in available-for-sale securities of $28.3 million, and a decrease in mortgage loans held for sale of $3.3 million. In addition, other assets increased $9.6 million, primarily as a result of recording the change in mark-to-market value of the Company's interest rate swaps. Based upon the terms of these swap agreements, in accordance with generally accepted accounting principles, the Company records changes in the market value of its interest rate swaps in the category "other assets," with a corresponding increase or decrease to the liability being hedged.

         Total liabilities increased $36.1 million to $1.27 billion. Deposits increased $140.8 million, partially offset by a decrease in Federal Home Loan Bank ("FHLBank") advances of $77.2 million and a decrease in short-term borrowings of $25.9 million. Deposits increased in all categories. Retail certificates of deposit increased $47.7 million, to $355 million. Total brokered deposits were $375 million at September 30, 2002, up from $359 million at December 31, 2001. The weighted average cost of these deposits was approximately 152 basis points higher than the retail certificate of deposit portfolio, excluding the effect of the Company's interest rate swaps on a portion of these brokered certificates of deposit. The interest rate swaps reduce the weighted average cost of the brokered certificate of deposit portfolio to a rate that is approximately 130 basis points lower than the retail certificate of deposit portfolio. Interest-bearing checking balances accounted for $44.4 million of the increase in deposits. Non-interest-bearing checking balances increased $31.9 million. Checking and savings account balances totalled $297 million at September 30, 2002. The decrease in short-term borrowings was primarily the result of repayment of federal funds purchased when due. Certain FHLBank advances were also repaid when due as a result of the additional deposit account balances. Management continues to feel that FHLBank advances and brokered deposits are viable alternatives to retail deposits when factoring in all the costs associated with the generation and maintenance of additional retail deposits.

         Stockholders' equity increased $15.2 million primarily as a result of net income of $17.9 million and unrealized appreciation on available-for-sale securities of $1.6 million, partially offset by dividend declarations of $3.7 million and net stock repurchases of $519,000. The Company repurchased 31,028 shares of common stock at an average price of $34.06 per share during the nine months ended September 30, 2002 and reissued 32,135 shares of treasury stock at an average price of $18.71 per share to cover stock option exercises.



13
NEXT PAGE


RESULTS OF OPERATIONS AND COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

         The increase in net income of $1.1 million, or 22.0%, for the three months ended September 30, 2002 compared to the same period in 2001, was primarily due to an increase in net interest income of $1.4 million, or 12.2%, and an increase in non-interest income of $950,000, or 25.7%. These were partially offset by an increase in non-interest expense of $548,000, or 8.1%, an increase in provision for income taxes of $497,000, or 18.8%, and an increase in provision for loan losses of $250,000, or 23.8%, during the three month period.

         The increase in net income of $3.7 million, or 26.6%, for the nine months ended September 30, 2002 compared to the same period in 2001, was primarily due to an increase in net interest income of $4.7 million, or 14.3%, and an increase in non-interest income of $2.7 million, or 21.0%. These were partially offset by an increase in provision for income taxes of $1.9 million, or 24.6%, an increase in non-interest expense of $1.2 million, or 5.9%, and an increase in provision for loan losses of $550,000, or 14.7%, during the nine month period.

Total Interest Income

         Total interest income decreased $1.6 million, or 7.3%, during the three months ended September 30, 2002, when compared to the three months ended September 30, 2001. The decrease was due to a $2.4 million, or 12.5%, decrease in interest income on loans as a result of lower average rates, partially offset by higher average balances. This decrease was partially offset by a $753,000, or 23.5%, increase in interest income on investment securities and other interest-earning assets. Interest income on investment securities and other interest-earning assets increased due to higher average balances, partially offset by lower average rates.

         Total interest income decreased $8.6 million, or 12.5%, during the nine months ended September 30, 2002, when compared to the nine months ended September 30, 2001. The decrease was due to an $11.3 million, or 19.0%, decrease in interest income on loans as a result of lower average rates, partially offset by higher average balances. This decrease was partially offset by a $2.7 million, or 27.7%, increase in interest income on investment securities and other interest-earning assets. Interest income on investment securities and other interest-earning assets increased due to higher average balances, partially offset by lower average rates.

         There was one significant unusual item impacting interest income in the three months and nine months ended September 30, 2002. Interest income was positively impacted by a recovery of $415,000 of interest on a commercial real estate loan that was charged off in a prior year.



14
NEXT PAGE


         While there were no significant unusual items impacting interest income in the three months ended September 30, 2001, the following significant unusual items did have a positive effect on interest income during the nine months ended September 30, 2001:

Interest Income - Loans

         During the three months ended September 30, 2002, interest income on loans decreased due to lower average interest rates, partially offset by higher average balances. Interest income decreased $3.6 million as the result of lower average interest rates. The average yield on loans decreased from 8.07% during the three months ended September 30, 2001, to 6.59% during the three months ended September 30, 2002, primarily due to lower market rates of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest. The prime rate of interest averaged 6.58% during the three months ended September 30, 2001, compared to an average of 4.75% during the three months ended September 30, 2002.

         Interest income increased $1.3 million as the result of higher average loan balances from $938 million during the three months ended September 30, 2001, to $1.005 billion during the three months ended September 30, 2002. The higher average balance resulted from the Bank's increase in commercial real estate and construction lending, multi-family residential lending, and indirect dealer consumer lending. The Bank's one- to four- family residential loan portfolio has decreased since December 31, 2000, due to the origination of a greater dollar amount of fixed-rate rather than adjustable-rate loans. The Bank generally sells these fixed-rate loans in the secondary market.

         During the nine months ended September 30, 2002, interest income on loans decreased from lower average interest rates, partially offset by higher average balances. Interest income decreased $15.5 million as a result of lower average interest rates. The average yield on loans decreased from 8.57% during the nine months ended September 30, 2001, to 6.46% during the nine months ended September 30, 2002, primarily due to lower market rates of interest. A large portion of the Bank's loan portfolio adjusts with changes to the "prime rate" of interest. The prime rate of interest averaged 7.51% during the nine months ended September 30, 2001, compared to an average of 4.75% during the nine months ended September 30, 2002.



15
NEXT PAGE


         Interest income increased $4.2 million as the result of higher average loan balances from $923 million during the nine months ended September 30, 2001, to $992 million during the nine months ended September 30, 2002. The higher average balance resulted from the Bank's increase in commercial real estate and construction lending, multi-family residential lending, and indirect dealer consumer lending. The Bank's one- to four- family residential loan portfolio has decreased since December 31, 2000, due to the origination of a greater dollar amount of fixed-rate rather than adjustable-rate loans. The Bank generally sells these fixed-rate loans in the secondary market.

Interest Income - Investment Securities and Other Interest-Earning Assets

         Interest income on investment securities and other interest-earning assets increased from higher average balances, partially offset by lower average interest rates during the three months ended September 30, 2002 when compared to the three months ended September 30, 2001. Interest income increased $1.2 million as a result of higher average balances from $206 million during the three months ended September 30, 2001 to $294 million during the three months ended September 30, 2002. This increase was primarily in available-for-sale securities, where additional securities were acquired for liquidity and pledging to deposit accounts under repurchase agreements and public funds. Interest income decreased $474,000 as a result of lower average yields from 6.23% during the three months ended September 30, 2001, to 5.39% during the three months ended September 30, 2002, due to lower market rates of interest in 2002.

         Interest income on investment securities and other interest-earning assets increased from higher average balances, partially offset by lower average interest rates during the nine months ended September 30, 2002 when compared to the nine months ended September 30, 2001. Interest income increased $4.2 million as a result of higher average balances from $197 million during the nine months ended September 30, 2001 to $291 million during the nine months ended September 30, 2002. This increase was primarily in available-for-sale securities, where additional securities were acquired for liquidity and pledging to deposit accounts under repurchase agreements and public funds. Interest income decreased $1.5 million as a result of lower average yields from 6.58% during the nine months ended September 30, 2001, to 5.67% during the nine months ended September 30, 2002, due to lower market rates of interest in 2002, and the yield increases in 2001 discussed above.

Total Interest Expense

         Total interest expense decreased $3.0 million, or 28.8%, during the three months ended September 30, 2002 when compared with the same period in 2001. The decrease during the three month period was due to a $1.9 million, or 25.9%, decrease in interest expense on deposits, an $805,000, or 73.5%, decrease in interest expense on short-term borrowings and trust preferred securities, and a $316,000, or 15.4%, decrease in interest expense on FHLBank advances.

         Total interest expense decreased $13.3 million, or 36.4%, during the nine months ended September 30, 2002 when compared with the same period in 2001. The decrease during the nine month period was due to an $8.8 million, or 34.1%, decrease in interest expense on deposits, a $3.1 million, or 36.5%, decrease in interest expense on FHLBank advances, and a $1.4 million, or 60.1%, decrease in interest expense on short-term borrowings and trust preferred securities.



16
NEXT PAGE


Interest Expense - Deposits

         Interest expense on deposits decreased $3.0 million due to lower average interest rates on time deposits from 4.51% during the three months ended September 30, 2001, to 2.71% during the three months ended September 30, 2002, and increased $1.1 million as a result of higher average balances of time deposits from $593 million during the three months ended September 30, 2001, to $705 million during the three months ended September 30, 2002. The average balances on time deposits increased as a result of the Bank's continued use of brokered deposits and retail certificates of deposit. The average interest rates decreased due to lower overall market rates of interest and the effects of the Company's interest rate swaps. Interest on demand deposits decreased $157,000 due to lower average rates from 1.75% during the three months ended September 30, 2001, to 1.38% during the three months ended September 30, 2002, and increased $156,000 due to higher average balances from $152 million during the three months ended September 30, 2001, to $193 million during the three months ended September 30, 2002. Interest on savings deposits decreased insignificantly.

         Interest expense on deposits decreased $12.3 million due to lower average interest rates on time deposits from 5.41% during the nine months ended September 30, 2001, to 2.92% during the nine months ended September 30, 2002, and increased $4.0 million as a result of higher average balances of time deposits from $581 million during the nine months ended September 30, 2001, to $695 million during the nine months ended September 30, 2002. The average balances on time deposits increased as a result of the Bank's continued use of brokered deposits and retail certificates of deposit. The average interest rates decreased due to lower overall market rates of interest and the effects of the Company's interest rate swaps. Interest on demand deposits decreased $768,000 due to lower average rates from 1.85% during the nine months ended September 30, 2001, to 1.22% during the nine months ended September 30, 2002, and increased $451,000 due to higher average balances from $141 million during the nine months ended September 30, 2001, to $179 million during the nine months ended September 30, 2002. Interest on savings deposits decreased $108,000 due to lower average balances and lower average rates.

Interest Expense - FHLBank Advances, Short-term Borrowings and Trust Preferred Securities

         Interest expense on FHLBank advances, short-term borrowings and trust preferred securities decreased $913,000 due to lower average rates of interest from 4.44% in the three months ended September 30, 2001 to 3.05% in the three months ended September 30, 2002. The Company's use of FHLBank advances, short-term borrowings and trust preferred securities which reprice daily, monthly, or quarterly contributed to the significant decrease in average rates of interest in the recent falling rate environment. In addition, interest expense decreased $208,000 due to a decrease in average balances from $284 million during the three months ended September 30, 2001, to $266 million during the three months ended September 30, 2002.

         Interest expense on FHLBank advances, short-term borrowings and trust preferred securities decreased $4.5 million due to lower average rates of interest from 5.12% in the nine months ended September 30, 2001 to 3.00% in the nine months ended September 30, 2002. The Company's use of FHLBank advances, short-term borrowings and trust preferred securities which reprice daily, monthly, or quarterly contributed to the significant decrease in average rates of interest in the recent falling rate environment. Average balances decreased slightly from $282 million during the nine months ended September 30, 2001, to $281 million during the nine months ended September 30, 2002.



17
NEXT PAGE


Net Interest Income

         The Company's overall interest rate spread increased 9 basis points, or 2.5%, from 3.66% during the three months ended September 30, 2001, to 3.75% during the three months ended September 30, 2002. The increase was due to a 151 basis point decrease in the weighted average rates paid on interest-bearing liabilities, partially offset by a 142 basis point decrease in the weighted average yields received on interest-earning assets. In comparing the two periods, the yield on loans decreased 148 basis points while the yield on investment securities decreased 84 basis points. In addition, the rates paid on deposits decreased 152 basis points while the rates paid on FHLBank advances and other borrowings decreased 139 basis points. The Company's overall net interest margin decreased 5 basis points, or 1.2%, from 4.06% during the three months ended September 30, 2001, to 4.01% during the three months ended September 30, 2002.

         The prime rate of interest averaged 6.58% during the three months ended September 30, 2001, compared to an average of 4.75% during the three months ended September 30, 2002. As a large percentage of the Bank's loans are tied to prime, this decrease was the primary reason for the decrease in the weighted average yields received on interest-earning assets.

         The Company's overall interest rate spread increased 19 basis points, or 5.6%, from 3.41% during the nine months ended September 30, 2001, to 3.60% during the nine months ended September 30, 2002. The increase was due to a 213 basis point decrease in the weighted average rates paid on interest-bearing liabilities, partially offset by a 194 basis point decrease in the weighted average yields received on interest-earning assets. In comparing the two periods, the yield on loans decreased 211 basis points while the yield on investment securities decreased 91 basis points. In addition, the rates paid on deposits decreased 212 basis points while the rates paid on FHLBank advances and other borrowings also decreased 212 basis points. The Company's overall net interest margin decreased 1 basis point, or 0.3%, from 3.88% during the nine months ended September 30, 2001, to 3.87% during the nine months ended September 30, 2002. See "Total Interest Income" for a discussion of additional items that impacted net interest income for the nine months ended September 30, 2002 and 2001, respectively.

         The prime rate of interest averaged 7.51% during the nine months ended September 30, 2001, compared to an average of 4.75% during the nine months ended September 30, 2002. As a large percentage of the Bank's loans are tied to prime, this decrease was the primary reason for the decrease in the weighted average yields received on interest-earning assets.



18
NEXT PAGE


Provision for Loan Losses

         The provision for loan losses increased from $1.1 million during the three months ended September 30, 2001 to $1.3 million during the three months ended September 30, 2002. For the nine months ended September 30, 2002, the provision for loan losses was $4.3 million compared to $3.8 million for the same period in 2001.

         Management records a provision for loan losses in an amount it believes sufficient to result in an allowance for loan losses that will cover current net charge-offs as well as losses believed to be inherent in the loan portfolio of the Bank. The amount of provision charged against current income is based on several factors, including, but not limited to, past loss experience, current portfolio mix, actual and potential losses identified in the loan portfolio, economic conditions, regular reviews by internal staff and regulatory examinations.

         Weak economic conditions, higher inflation or interest rates, or other factors may lead to increased losses in the portfolio. Management has established various controls in an attempt to limit future losses, such as a watch list of possible problem loans, documented loan administration policies and a loan review staff to review the quality and anticipated collectibility of the portfolio. 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.

         Non-performing assets were $18.6 million, up $6.0 million from December 31, 2001, but down $0.9 million from June 30, 2002. Non-performings as a percentage of total assets were 1.36%. Compared to December 31, 2001, non-performing loans increased $5.9 million to $15.4 million while foreclosed assets increased $0.1 million to $3.2 million. Non-performing loans increased primarily as a result of the addition of one relationship totaling $1.1 million in the quarter ended March 31, 2002, and another relationship totaling $8.9 million in the quarter ended June 30, 2002. The $1.1 million relationship is comprised of twelve loans which are primarily secured by residential rental properties. This relationship was described in the March 31, 2002, Quarterly Report on Form 10-Q and was included in non-performing loans. This relationship was originally $2.3 million; the balance has been reduced through charge-offs and the sale of collateral and repayment of loans by the borrowers. The $8.9 million relationship is primarily secured by condominium buildings and lots, single-family residences and lots, a golf course, and other developed and undeveloped land. This relationship was described in the December 31, 2001, Annual Report on Form 10-K and was previously included in potential problem loans. Non-performing loans decreased as a result of charging off another $1.6 million loan which had been part of this $8.9 million relationship. Non-performing loans also decreased $2.0 million as a result of the foreclosure of a relationship secured by a motel, condominium units and vacant land in the Branson, Missouri area. This relationship was described in the December 31, 2001, Annual Report on Form 10-K and was included in non-performing loans. This $2.0 million addition to foreclosed assets was partially offset by the sale of a single-family residence with a book value of $485,000 which was described in the December 31, 2001, Annual Report on Form 10-K. During the quarter ended September 30, 2002, foreclosed assets decreased $850,000 as a result of the sale of a planned golf course and undeveloped land. This sale resulted in no additional loss to the Company. This relationship was described in the December 31, 2001, Annual Report on Form 10-K.



19
NEXT PAGE


         The two non-performing loan relationships described above make up about 65% of the total balance of non-performing loans. The Company does not expect this increase to have a material negative impact on its net interest income in the coming quarters.

         During the nine months ended September 30, 2002, net income and expense on foreclosed assets was negatively impacted by a write-down during the period totaling $250,000 on one foreclosed property. This write-down was the result of an updated valuation of the property during the period. During the nine months ended September 30, 2001, net income and expense on foreclosed assets was positively impacted by the sale of one large parcel of undeveloped land at a gain of $535,000. Net income and expense on foreclosed assets was negatively impacted by write-downs during this same time period totaling $514,000 on three foreclosed properties. These write-downs were the result of updated valuations of the properties during the period.

         Potential problem loans decreased $10.5 million during the nine months ended September 30, 2002 from $18.7 million at December 31, 2001 to $8.2 million at September 30, 2002, due primarily to the reclassification of the $8.9 million relationship described above from potential problem to non-performing status and other smaller relationships which were removed from or added to the problem asset watchlist. Significant relationships included in potential problem loans involve one $3.6 million relationship secured by a motel in Springfield, Missouri, and one $1.3 million relationship secured by a motel in Branson, Missouri. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems which may cause the borrowers difficulty in complying with current loan repayment terms. These loans are not reflected in the non-performing loans.

         The Bank's allowance for loan losses as a percentage of total loans was 2.16% and 2.16% at September 30, 2002, and December 31, 2001, respectively. Management considers the allowance for loan losses adequate to cover losses inherent in the Company's loan portfolio at this time, based on current economic conditions. If economic conditions deteriorate significantly, it is possible that additional assets would be classified as non-performing, and accordingly, additional provisions for losses would be required, thereby adversely affecting future results of operations and financial condition.

Total Non-interest Income

         Total non-interest income increased $950,000, or 25.7%, in the three months ended September 30, 2002 when compared to the same period in 2001. The increase was primarily due to: (i) an increase in net realized gains on sales of available-for-sale securities of $522,000; (ii) an increase in service charges and ATM fees of $93,000, or 4.4%; and (iii) a decrease in net expenses on foreclosed assets of $302,000. The increase in gain on sale of available-for-sale securities was primarily due to the sale of certain U. S. agency mortgage-backed securities. The proceeds were used to fund securities purchases and to repay borrowings. The increase in service charge fees resulted from increased activity and a larger number of accounts. Expenses on foreclosed assets were higher in 2001 as the Company incurred expenses to prepare properties for sale primarily related to two properties.



20
NEXT PAGE


         Total non-interest income increased $2.7 million, or 21.0%, in the nine months ended September 30, 2002 when compared to the same period in 2001. The increase was primarily due to: (i) an increase in commission revenues earned by the Company's travel, insurance and investment subsidiaries of $125,000, or 2.9%; and (ii) an increase in net realized gains on sales of available-for-sale securities of $3.1 million. Both the travel and investment subsidiaries experienced decreased sales activity as a result of general economic conditions prevailing in 2001. While economic conditions have not improved greatly in 2002, both subsidiaries have been able to increase revenues over the same period in the previous year, primarily during the second quarter of 2002. The travel subsidiary has negotiated a new incentive program with American Airlines which replaces the discontinued program previously in place with Trans World Airlines. The increase in gain on sale of available-for-sale securities was primarily due to the sale of the Company's holdings of the common stock of another publicly traded company. This transaction was completed on April 2, 2002, and was previously discussed in SEC filings by the Company. In addition, the Company sold certain U. S. agency mortgage-backed securities.

         This nine month increase was partially offset by (i) a decrease in net realized gains on sales of fixed-rate residential and student loans of $282,000, or 21.4%; and (ii) a decrease in service charges and ATM fees of $172,000, or 2.7%. During the 2001 period, the Company sold one commercial real estate loan that was purchased at a discount from the Resolution Trust Corporation in a prior year, resulting in a gain of $300,000. The decrease in service charges and ATM fees resulted from slightly lower volume of activity in overdrafts and insufficient funds checks in the first months of 2002.



21
NEXT PAGE


Total Non-interest Expense

         Total non-interest expense increased $548,000, or 8.1%, in the three months ended September 30, 2002, compared to the same period in 2001. The increase was primarily due to: (i) an increase of $271,000, or 7.2%, in salaries and employee benefits primarily due to normal merit increases for existing employees; (ii) an increase in net occupancy and equipment expense of $241,000, or 20.1%, primarily due to increases in depreciation and various maintenance projects on buildings and equipment; and (iii) minor increases and decreases in other non-interest expense areas.

         Total non-interest expense increased $1.2 million, or 5.9%, in the nine months ended September 30, 2002, compared to the same period in 2001. The increase was primarily due to: (i) an increase of $742,000, or 6.7%, in salaries and employee benefits primarily due to normal merit increases for existing employees; and (ii) an increase in net occupancy and equipment expense of $600,000, or 18.2%, primarily due to increases in depreciation and various maintenance projects on buildings and equipment; and (iii) minor increases and decreases in other non-interest expense areas.

Provision for Income Taxes

         Provision for income taxes as a percentage of pre-tax income decreased slightly from 35.3% in the three months ended September 30, 2001, to 34.7% in the three months ended September 30, 2002. Provision for income taxes as a percentage of pre-tax income decreased slightly from 35.0% in the nine months ended September 30, 2001, to 34.7% in the nine months ended September 30, 2002.



22
NEXT PAGE


Average Balances, Interest Rates and Yields

         The following tables present, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes interest received on non-accrual loans on a cash basis. The tables do not include non-interest-bearing demand deposits and do not reflect any effect of income taxes.



23
NEXT PAGE


Three Months Ended September 30,
2002
2001
Average Yield/ Average Yield/
Balance
Interest
Rate
Balance
Interest
Rate
(Dollars in thousands)
Interest-earning assets:
  Loans receivable $1,005,375  $16,557  6.59% $  938,451  $18,924  8.07%
  Investment securities and other
    interest-earning assets 293,555 
3,956 
5.39   
205,751 
3,203 
6.23   
  Total interest-earning assets $1,298,930 
20,513 
6.32   
$1,144,202 
22,127 
7.74   
Interest-bearing liabilities:
  Demand deposits $  192,639  665  1.38    $  152,127  666  1.75   
  Savings deposits 968  2.07    989  2.43   
  Time deposits 705,371 
4,777 
2.71   
593,053 
6,682 
4.51   
    Total deposits 898,978  5,447  2.42    746,169  7,354  3.94   
  FHLBank advances and other borrowings 266,136 
2,029 
3.05   
283,557 
3,150 
4.44   
  Total interest-bearing liabilities $1,165,114 
7,476 
2.57   
$1,029,726
10,504 
4.08   
Net interest income:
  Interest rate spread $13,037 
3.75%
$11,623 
3.66%
Net interest margin(1) 4.01%
4.06%
Average interest-earning assets to
  average interest-bearing liabilities 111.49%
111.12%

_____________________

(1) Defined as the Company's net interest income divided by total interest-earning assets.


Nine Months Ended September 30,
2002
2001
Average Yield/ Average Yield/
Balance
Interest
Rate
Balance
Interest
Rate
(Dollars in thousands)
Interest-earning assets:
  Loans receivable $  992,007  $48,061  6.46% $  923,029  $59,347 8.57%
  Investment securities and other
    interest-earning assets 291,366 
12,386 
5.67   
196,763 
9,703 
6.58   
  Total interest-earning assets $1,283,373 
60,447 
6.28   
$1,119,792 
69,050
8.22   
Interest-bearing liabilities:
  Demand deposits $  179,200  1,642  1.22    $  140,957 1,959  1.85   
  Savings deposits 1,030  13  1.68    6,822  121  2.36   
  Time deposits 695,156 
15,242 
2.92   
581,124 
23,577 
5.41   
    Total deposits 875,386  16,897 2.57    728,903  25,657  4.69   
  FHLBank advances and other borrowings 281,274 
6,322 
3.00   
282,088 
10,825 
5.12   
  Total interest-bearing liabilities $1,156,660 
23,219 
2.68   
$1,010,991 
36,482 
4.81   
Net interest income:
  Interest rate spread $37,228 
3.60%
$32,568 
3.41%
Net interest margin(1) 3.87%
3.88%
Average interest-earning assets to
  average interest-bearing liabilities 110.96%
110.76%

_____________________

(1) Defined as the Company's net interest income divided by total interest-earning assets.



24
NEXT PAGE


Rate/Volume Analysis

         The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. 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 to rate.

Three Months Ended
September 30,
2002 vs. 2001
Nine Months Ended
September 30,
2002 vs. 2001
Increase Increase
(Decrease) (Decrease)
Due to
Total
Increase
Due to
Total
Increase
Rate
Volume
(Decrease)
Rate
Volume
(Decrease)
(Dollars in thousands) (Dollars in thousands)
Interest-earning assets:
  Loans receivable $(3,647) $1,280 $(2,367) $(15,467) $4,181  $(11,286)
  Investment securities and
    other interest-earning assets (474)
1,227 
753 
(1,482)
4,165
2,683
      Total interest-earning assets (4,121)
2,507 
(1,614)
(16,949)
8,346 
(8,603)
Interest-bearing liabilities:
  Demand deposits (157) 156  (1) (768) 451  (317)
  Savings deposits (1) --   (1) (27) (81) (108)
  Time deposits (3,008)
1,103 
(1,905)
(12,325)
3,990 
(8,335)
    Total deposits (3,166) 1,259  (1,907) (13,120) 4,360  (8,760)
  FHLBank advances and other borrowings (913)
(208)
(1,121)
(4,472)
(31)
(4,503)
      Total interest-bearing liabilities (4,079)
1,051 
(3,028)
(17,592)
4,329 
(13,263)
  Net interest income $   (42)
$1,456 
$1,414 
$   643 
$4,017 
$ 4,660 


25
NEXT PAGE


Liquidity and Capital Resources

         Liquidity is a measure of the Company's ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals, and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. 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 customers' credit needs. At September 30, 2002, the Company had commitments of approximately $136 million to fund loan originations, issued lines of credit, outstanding letters of credit and unadvanced loans.

         Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as exploring ways to increase capital either by retained earnings or other means.

         The Company's stockholders' equity was $100.4 million, or 7.3% of total assets of $1.37 billion at September 30, 2002, compared to equity at $85.3 million, or 6.4%, of total assets of $1.32 billion at December 31, 2001.

         Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Guidelines require banks to have a minimum Tier 1 risk-based capital ratio, as defined, of 4.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum 4.00% core capital ratio. To be considered "well capitalized," banks must have a minimum Tier 1 risk-based capital ratio, as defined, of 6.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum 5.00% core capital ratio. On September 30, 2002, the Bank's Tier 1 risk-based capital ratio was 9.90%, total risk-based capital ratio was 11.16% and the core capital ratio was 7.99%. As of September 30, 2002, the Bank was "well capitalized" as defined by the Federal banking agencies' capital-related regulations. The Federal Reserve Bank has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On September 30, 2002, the Company's Tier 1 risk-based capital ratio was 10.55%, total risk-based capital ratio was 11.81% and the leverage ratio was 8.52%. As of September 30, 2002, the Company was "well capitalized" as defined by the Federal banking agencies' capital-related regulations.

         At September 30, 2002, the held-to-maturity investment portfolio included $-0- of gross unrealized losses.

         The Company's primary sources of funds are certificates of deposit, FHLBank advances, other borrowings, loan repayments, proceeds from sales of loans and available-for-sale securities and funds provided from operations. The Company utilizes particular sources of funds based on the comparative costs and availability at the time. 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.



26
NEXT PAGE


         Statements of Cash Flows. During the nine months ended September 30, 2002, and 2001, respectively, the Company experienced positive cash flows from operating activities and financing activities.

         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 loan losses, the provision for losses on foreclosed assets, depreciation, 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 sources of cash flows from operating activities during the nine months ended September 30, 2002 and 2001. Operating activities provided cash flows of $22.8 million during the nine months ended September 30, 2002, and $17.4 million during the nine months ended September 30, 2001.

         During the nine months ended September 30, 2002 and 2001, respectively, investing activities used cash of $31.2 million and $95.4 million primarily due to the net increase in loans and investment securities.

         Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are due to increases or decreases in: (1) deposits after interest credited, (2) FHLBank advances, and (3) short-term borrowings, as well as proceeds from the issuance of trust preferred debentures, net purchases of treasury stock and dividend payments to stockholders. Financing activities provided $26.7 million in cash during the nine months ended September 30, 2002 and $69.2 million in cash during the nine months ended September 30, 2001. Financing activities in the future are expected to primarily include changes in deposits, FHLBank advances, and short-term borrowings, purchase of treasury stock, and payment of dividends.

         Dividends. During the nine months ended September 30, 2002, the Company declared dividends of $.55 per share, or 21% of net income per share, and paid dividends of $.41 per share, or 16% of net income per share, compared to dividends declared and paid during the nine months ended September 30, 2001 of $.38 per share, or 19% of net income per share. The Board of Directors meets regularly to consider the level and the timing of dividend payments.

         Common Stock Repurchases. The Company has been in various buy-back programs since May 1990. During the nine months ended September 30, 2002, the Company repurchased 31,028 shares of its common stock at an average price of $34.06 per share and reissued 32,135 shares of treasury stock at an average price of $18.71 per share to cover stock option exercises. During the nine months ended September 30, 2001, the Company repurchased 57,277 shares of its common stock at an average price of $26.45 per share and reissued 26,258 shares of treasury stock at an average price of $15.57 per share to cover stock option exercises.

         Management intends to continue its stock buy-back programs from time to time as long as repurchasing the stock contributes to the overall growth of shareholder value after taking into consideration the earnings of the Company and other alternative uses of available capital. The number of shares of stock that will be repurchased and the price that will be paid is the result of 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 and the price of the stock within the market as determined by the market.



27
NEXT PAGE


ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As discussed in the "Asset and Liability Management and Interest Rate Risk" section of Management's Discussion and Analysis, the Company utilizes interest rate swaps to effectively convert a portion of its fixed rate brokered deposits and fixed rate trust preferred securities to variable rates of interest.

         In addition to the disclosures previously made by the Company in the December 31, 2001, Annual Report on Form 10-K, the following table summarizes interest rate sensitivity information for the Company's interest rate derivatives at September 30, 2002.


Fixed to Average Average
Variable Pay Rate Receive Rate

(In Millions)
Interest Rate Derivatives
Interest Rate Swaps:
     Expected Maturity Date
2002 $   7.9 0.90% 5.79%
2003 36.1 1.09    5.76   
2004 7.0 1.62    6.57   
2005 15.8 1.28    6.20   
2006 10.0 1.82    5.30   
2007 25.0 1.81    4.10   
2008 17.6 1.61    4.34   
2009 20.0 1.82    5.50   
2011 15.0 1.84    6.17   
2012 5.0 1.74    5.25   
2016 60.0 1.85    6.22   
2017 45.0 1.77    5.07   
2031 17.3 3.93    9.00   

     Total Notional Amount $ 281.7 1.78% 5.73%

     Fair Value $ 294.6


28
NEXT PAGE


ITEM IV. CONTROLS AND PROCEDURES.

         (a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the "Act")) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management within the 90-day period preceding the filing date of this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

         (b) Changes in Internal Controls: In the quarter ended September 30, 2002, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls.



29
NEXT PAGE


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

             From time to time, the Company and its subsidiaries are involved as plaintiff or defendant in various legal actions arising in the normal course of their business. While the ultimate outcome of the various legal proceedings involving the Registrant and its subsidiaries cannot be predicted with certainty, it is the opinion of management, after consultation with legal counsel, that these legal actions currently are not material to the Company.

Item 2. Changes in Securities

             None.

Item 3. Defaults Upon Senior Securities

             None.

Item 4. Submission of Matters to Vote of Common Stockholders

             None.

Item 5. Other Information

             None.

Item 6. Exhibits and Reports on Form 8-K

             a) Exhibits

             See the attached Exhibit 11, Statement re computation of earnings per share.

             b) Reports on Form 8-K

             None.



30
NEXT PAGE


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Great Southern Bancorp, Inc.
Registrant

Date: November 12, 2002 /s/ Joseph W. Turner
Joseph W. Turner
President and Chief Executive Officer
(Principal Executive Officer)



Date: November 12, 2002 /s/ Rex A. Copeland

Rex A. Copeland
Treasurer
(Principal Financial and Accounting Officer)

CERTIFICATION

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of GREAT SOUTHERN BANCORP, INC. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the quarterly period ended September 30, 2002 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.

Date: November 12, 2002 /s/ Joseph W. Turner
Joseph W. Turner
President and Chief Executive Officer
(Principal Executive Officer)



Date: November 12, 2002 /s/ Rex A. Copeland

Rex A. Copeland
Treasurer
(Principal Financial and Accounting Officer)






31
NEXT PAGE






CERTIFICATIONS

         I, Joseph W. Turner, Principal Executive Officer, certify that:

         1.         I have reviewed this quarterly report on Form 10-Q of Great Southern Bancorp, Inc. (the "Registrant");

         2.         Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

         3.          Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

         4.         The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

                  a)         designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

                  b)         evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

                  c)         presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

         5.         The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):

                  a)         all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and

                  b)         any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and

         6.          The Registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 12, 2002


/s/ Joseph W. Turner
Joseph W. Turner
President and Chief Executive Officer



32
NEXT PAGE


         I, Rex A. Copeland, Principal Financial Officer, certify that:

         1.         I have reviewed this quarterly report on Form 10-Q of Great Southern Bancorp, Inc. (the "Registrant");

         2.         Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

         3.         Based on my knowledge, the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

         4.         The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

                  a)         designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

                  b)         evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

                  c)         presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

         5.         The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):

                  a)         all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and

                  b)         any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and

         6.         The Registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 12, 2002


/s/ Rex A. Copeland
Rex A. Copeland
Treasurer



33
NEXT PAGE


Exhibit Index


Exhibit
No.

Description
11 Statement Re Computation of Earnings Per Share


















34
NEXT PAGE


Exhibit 11- Statement Re Computation of Earnings Per Share

Three Months Ended Nine Months Ended
September 30,
September 30,
2002
2001
2002
2001
Basic:
  Average shares outstanding 6,862,399
6,900,719
6,864,454
6,889,743
  Net income $5,919,268
$4,850,316
$17,855,500
$14,109,193
  Per share amount $0.86
$0.70
$2.60
$2.05
Diluted:
  Average shares outstanding 6,862,399 6,900,719 6,864,454 6,889,743
  Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price 86,090
68,572
86,090
63,200
  Diluted shares 6,948,489
6,969,291
6,950,544
6,952,943
  Net income $5,919,268
$4,850,316
$17,855,500
$14,109,193
  Per share amount $0.85
$0.70
$2.57
$2.03

Note: Antidilutive stock options totaling 15,400 and 18,800 shares were not included in the calculation of diluted earnings per share for the periods ended September 30, 2002 and 2001, respectively.



35
END