GREAT SOUTHERN BANCORP INC
10-Q, 2000-08-11
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                 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 the Quarterly Period ended June 30, 2000


                      --------------------------
                    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: 7,116,596 shares of common stock, par value $.01, outstanding at
August 10, 2000.


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<PAGE>   2
PART I   FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.
              GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                             June 30,      December 31,
                                                                               2000            1999
                                                                           -------------   ------------
                                                                             (Unaudited)
<S>                                                                      <C>              <C>
                           ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$   29,631,232   $ 42,355,901
Interest-bearing deposits in other financial institutions. . . . . . . . .     1,193,625      1,244,319
                                                                             -----------    -----------
        Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . .    30,824,857     43,600,220
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . .    84,503,484     79,891,460
Held-to-maturity securities (fair value $37,765,000 - June 2000;
  $37,415,600 - December 1999) . . . . . . . . . . . . . . . . . . . . . .    38,082,190     37,645,500
Loans receivable, net of allowance for loan losses of $17,624,148 -
  June 2000; $17,293,320 - December 1999. . . . . . . . . . . . . . .    .   829,044,466    766,806,940
Interest receivable:
  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,299,399      4,971,646
  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,578,766        882,848
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . .     4,009,817      4,027,242
Foreclosed assets held for sale, net . . . . . . . . . . . . . . . . . . .     1,849,416        817,118
Premises and equipment, net  . . . . . . . . . . . . . . . . . . . . . . .     9,756,579      9,984,075
Investment in Federal Home Loan Bank Stock . . . . . . . . . . . . . . . .    11,478,800     10,981,000
Excess of cost over fair value of net assets acquired, at amortized cost .       333,715        403,569
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . .     5,201,710      4,791,784
                                                                            ------------   ------------
        Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . .. $1,021,963,199   $964,803,402
                                                                          ==============   ============


            LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$  688,688,821   $625,900,352
Federal Home Loan Bank advances. . . . . . . . . . . . . . . . . . . . . .   226,982,820    200,530,921
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . .    16,447,493     53,594,090
Note payable to bank . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,000,000      7,517,025
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . .     5,527,649      5,832,253
Advances from borrowers for taxes and insurance. . . . . . . . . . . . . .     1,050,205        309,100
Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .     2,263,530      1,995,369
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,384,540        198,401
                                                                            ------------   ------------
        Total Liabilities  . . . . . . . . . . . . . . . . . . . . . . . .   954,345,058    895,877,511
                                                                            ------------   ------------

Capital stock
  Serial preferred stock, $.01 par value; authorized 1,000,000 shares                 --             --
  Common stock, $.01 par value; authorized 20,000,000 shares; issued
    12,325,002 shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       123,250        123,250
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .    17,567,280     17,487,433
Retained earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   106,008,065    100,310,493
Accumulated other comprehensive income:
  Unrealized depreciation on available-for-sale securities,
  net of income taxes of $367,282 at June 30, 2000
  and $381,970 at December 31, 1999. . . . . . . . . . . . . . . .  . . . .     (685,948)      (644,052)
                                                                           . -----------    -----------
                                                                             123,012,647    117,277,124
Less treasury common stock, at cost; June 30, 2000 - 5,191,859 shares;
  December 31, 1999 - 4,835,890 shares . . . . . . . . . . . . . . . . . .   (55,394,506)   (48,351,233)
                                                                            ------------   ------------
        Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . .    67,618,141     68,925,891
                                                                            ------------   ------------
        Total Liabilities and Stockholders' Equity . . . . . . . . . . . .$1,021,963,199   $964,803,402
                                                                          ==============   ============

<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>

<PAGE>   3
              GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                            June 30,                      June 30,
                                                                       2000           1999           2000          1999
                                                                   -----------    -----------    -----------   -----------
                                                                           (Unaudited)                  (Unaudited)
<S>                                                               <C>            <C>            <C>           <C>
INTEREST INCOME
  Loans                                                            $18,327,696    $15,291,709    $35,679,421   $30,309,457
  Investment securities and other                                    2,060,203        940,516      3,851,364     1,847,077
                                                                    ----------     ----------     ----------    ----------
    TOTAL INTEREST INCOME                                           20,387,899     16,232,225     39,530,785    32,156,534
                                                                    ----------     ----------     ----------    ----------
INTEREST EXPENSE
  Deposits                                                           7,907,872      5,915,520     14,918,476    11,940,945
  Federal Home Loan Bank advances                                    3,074,499      2,108,296      6,087,127     4,223,109
  Short-term borrowings                                                452,010        212,435      1,036,300       255,115
                                                                    ----------     ----------     ----------    ----------
    TOTAL INTEREST EXPENSE                                          11,434,381      8,236,251     22,041,903    16,419,169
                                                                    ----------     ----------     ----------    ----------
NET INTEREST INCOME                                                  8,953,518      7,995,974     17,488,882    15,737,365
PROVISION FOR LOAN LOSSES                                              600,000        573,590      1,075,600     1,150,000
                                                                    ----------    -----------     ----------    ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                  8,353,518      7,422,384     16,413,282    14,587,365
                                                                    ----------     ----------     ----------    ----------
NON-INTEREST INCOME
  Commissions                                                        1,865,113      1,799,876      3,581,599     3,524,442
  Service charge and ATM fees                                        1,317,077      1,080,991      2,593,350     2,080,481
  Net realized gains on sales of loans                                 127,241        204,060        247,081       659,644
  Net realized gains (losses) on available-for-sale securities          (6,001)        48,357         (5,871)      267,953
  Expense on foreclosed assets                                         (66,852)      (130,323)       (77,634)     (173,831)
  Other income                                                         441,767        781,310        943,823     1,340,389
                                                                    ----------     ----------     ----------    ----------
    TOTAL NON-INTEREST INCOME                                        3,678,345      3,784,271      7,282,348     7,699,078
                                                                    ----------     ----------     ----------    ----------
NON-INTEREST EXPENSE
  Salaries and employee benefits                                     3,340,673      3,208,652      6,807,363     6,473,166
  Net occupancy and equipment expense                                1,040,199      1,030,472      1,939,741     2,083,928
  Postage                                                              261,446        245,787        529,034       516,398
  Insurance                                                            148,439        149,917        300,497       323,633
  Amortization of goodwill                                              39,927         39,927         79,854        79,854
  Advertising                                                          122,425        128,268        254,969       238,510
  Office supplies and printing                                         209,965        211,067        398,168       497,670
  Other operating expenses                                             854,439      1,267,172      1,804,883     2,079,084
                                                                    ----------     ----------     ----------    ----------
    TOTAL NON-INTEREST EXPENSE                                       6,017,513      6,281,262     12,114,509    12,292,243
                                                                    ----------     ----------     ----------    ----------
INCOME BEFORE INCOME TAXES                                           6,014,350      4,925,393     11,581,121     9,994,200
PROVISION FOR INCOME TAXES                                           2,130,230      1,699,500      4,038,195     3,321,600
                                                                    ----------     ----------     ----------    ----------
NET INCOME                                                         $ 3,884,120    $ 3,225,893    $ 7,542,926   $ 6,672,600
                                                                    ==========     ==========     ==========    ==========
BASIC EARNINGS PER COMMON SHARE                                        $.54           $.43          $1.03          $.87
                                                                        ===            ===           ====           ===
DILUTED EARNINGS PER COMMON SHARE                                      $.53           $.42          $1.01          $.86
                                                                        ===            ===           ====           ===

<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>






<PAGE>   4

             GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30,
                                                                             2000             1999
                                                                       ---------------  ---------------
                                                                                  (Unaudited)
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                             $  7,542,926    $  6,672,600
  Items not requiring (providing) cash:
    Depreciation                                                              967,479       1,071,381
    Amortization                                                               79,854          79,854
    Provision for loan losses                                               1,075,600       1,150,000
    Gain on sale of loans                                                    (247,081)       (659,644)
    Proceeds from sales of loans held for sale                             15,287,129      37,083,290
    Originations of loans held for sale                                   (13,164,724)    (33,034,346)
    Net realized (gains) losses on sale of available-for-sale securities        5,871        (267,953)
    Loss on sale of premises and equipment                                      8,053         101,690
    Gain on sale of foreclosed assets                                         (67,743)           (897)
    Amortization of deferred income, premiums and discounts                (1,572,521)       (505,297)
    Deferred income taxes                                                    (374,594)        298,972
  Changes in:
    Accrued interest receivable                                            (1,023,671)       (521,727)
    Prepaid expenses and other assets                                           7,425       2,460,079
    Accounts payable and accrued expenses                                     (36,443)       (852,681)
    Income taxes refundable/payable                                         2,186,139       1,739,834
                                                                          -----------     -----------
      Net cash provided by operating activities                            10,673,699      14,815,155
                                                                          -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net increase in loans                                                   (65,559,389)    (35,031,934)
  Purchase of premises and equipment                                         (824,979)       (925,103)
  Proceeds from sale of premises and equipment                                 76,943          22,540
  Proceeds from sale of foreclosed assets                                     328,670         346,000
  Capitalized costs on foreclosed assets                                      (21,527)        (16,815)
  Proceeds from maturing held-to-maturity securities                          139,682      33,809,600
  Proceeds from maturing available-for-sale securities                     35,000,000              --
  Purchase of held-to-maturity securities                                    (500,000)     (9,367,313)
  Proceeds from sale of available-for-sale securities                          35,117      17,030,009
  Purchase of available-for-sale securities                               (39,134,850)    (64,665,997)
  Purchase of Federal Home Loan Bank stock                                   (497,800)       (178,600)
                                                                          -----------     -----------
      Net cash used in investing activities                               (70,958,133)    (58,977,613)
                                                                          -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in certificates of deposit                                  43,524,193      32,685,216
  Net increase (decrease) in checking and savings deposits                 19,264,276     (27,190,459)
  Proceeds from Federal Home Loan Bank advances                         1,349,500,000     597,296,036
  Repayments of Federal Home Loan Bank advances                        (1,323,048,101)   (578,120,814)
  Net increase (decrease) in short-term borrowings                        (33,663,622)     23,966,090
  Net increase (decrease) in advances from borrowers
    for taxes and insurance                                                   741,105        (493,020)
  Purchase of treasury stock                                               (7,428,905)     (6,271,455)
  Dividends paid                                                           (1,845,354)     (1,933,926)
  Stock options exercised                                                     465,479         256,027
                                                                          -----------     -----------
      Net cash provided by financing activities                            47,509,071      40,193,695
                                                                          -----------     -----------
DECREASE IN CASH AND CASH EQUIVALENTS                                     (12,775,363)     (3,968,763)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             43,600,220      33,546,422
                                                                          -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $ 30,824,857    $ 29,577,659
                                                                          ===========     ===========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>

<PAGE>  5

                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 three and six months ended June 30, 2000 and 1999 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, 1999, 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 Form 10-K
annual report for 1999 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 and consumer
loans and funding these loans through the attraction of deposits from the
general public, originating brokered deposits and borrowing from the Federal
Home Loan Bank 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 segment
assets  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 four operating  segments of the Company.  These segments include
an insurance  agency,  a travel  agency,  discount  brokerage  services and real
estate appraisal services.

<TABLE>
<CAPTION>

                           Three Months Ended June 30, 2000                Six Months Ended June 30, 2000
                        ---------------------------------------        ---------------------------------------
                          Banking       All Other      Totals            Banking       All Other      Totals
                        ------------  ------------  -----------        ------------  ------------  -----------
<S>                    <C>            <C>          <C>                <C>            <C>          <C>
Interest income         $20,370,745    $   17,154   $20,387,899        $39,352,601    $  178,184   $39,530,785
Non-interest income       1,860,165     1,818,180     3,678,345          3,715,594     3,566,754     7,282,348
Segment profit            3,754,419       129,701     3,884,120          7,108,196       434,730     7,542,926

</TABLE>

<PAGE>  6

<TABLE>
<CAPTION>
                           Three Months Ended June 30, 1999                Six Months Ended June 30, 1999
                        ---------------------------------------        ---------------------------------------
                          Banking       All Other      Totals             Banking       All Other      Totals
                        ------------  ------------  -----------        ------------  ------------  -----------
<S>                    <C>            <C>          <C>                <C>            <C>          <C>
Interest income         $16,152,288    $   79,937   $16,232,225        $32,042,932    $  113,602   $32,156,534
Non-interest income       1,967,115     1,817,156     3,784,271          3,893,738     3,805,340     7,699,078
Segment profit            2,945,069       280,824     3,225,893          5,980,150       692,450     6,672,600

</TABLE>

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.

<TABLE>
<CAPTION>
                                     Three Months Ended June 30,          Six Months Ended June 30,
                                     ----------------------------         --------------------------
                                          2000            1999                2000           1999
                                     -------------    -----------         -----------   -----------
<S>                                   <C>             <C>                 <C>           <C>
Net income                             $3,884,120      $3,225,893          $7,542,926    $6,672,600
                                        ---------       ---------         -----------     -----------
Unrealized holding gains (losses),
  net of income taxes                      45,415         189,822             (45,712)       (1,083)
Less: reclassification adjustment
  for (gains) losses included in
  net income, net of income taxes           3,901         (31,432)              3,816      (174,169)
                                        ---------       ---------         -----------   -----------
                                           49,316         158,390             (41,896)     (175,252)
                                        ---------       ---------         -----------   -----------
Other comprehensive income             $3,933,436      $3,384,283          $7,501,030    $6,497,348
                                        =========       =========           =========     =========

</TABLE>


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.

<PAGE>  7

     The Company does not undertake-and specifically declines 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.

General

     The following should be read in conjunction with management's discussion
and analysis in the Company's December 31, 1999, 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 it 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 operating expenses. Non-interest income consists
primarily of gains on sales of loans and available-for-sale investments, service
charge fees, commissions earned by non-bank subsidiaries and other general
operating income. Operating expenses consist primarily of salaries and employee
benefits, occupancy-related expenses, postage, insurance, advertising, office
expenses 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.

<PAGE>  8

Potential Impact of Accounting Principles to be Implemented in the Future

     The Financial Accounting Standards Board has adopted Statement of Financial
Accounting Standards("SFAS") No. 133, "Accounting for Derivative Financial
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
effective date of SFAS No. 133 has been delayed by SFAS No. 137 until fiscal
years beginning after June 15, 2000, but may be implemented early as of the
beginning of any fiscal quarter after issuance. SFAS No. 133 may not be applied
retroactively. Management presently believes the adoption of SFAS No. 133, which
the Company expects to initially adopt in the first quarter of its year ending
December 31, 2001, will not have a material impact on the Company's financial
statements.

Asset and Liability Management

     During the six months ended June 30, 2000, total assets increased by $57.2
million to $1.02 billion. Loans increased $62.2 million, investments increased
$5.1 million, and foreclosed assets held for sale increased $1.0 million,
partially offset by a decline in cash and cash equivalents of $12.8 million.

     Total liabilities increased $58.5 million to $954.3 million. Deposits
increased $62.8 million, Federal Home Loan Bank ("FHLBank") advances increased
$26.5 million, and note payable to bank increased $3.5 million, partially offset
by a decrease in short-term borrowings of $37.1 million. The deposit increase
was primarily from brokered deposits as core retail deposits increased modestly
from December 31, 1999. Total brokered deposits were $244 million at June 30,
2000. The weighted average cost of these deposits was approximately 25 basis
points higher than the rest of the certificates of deposit portfolio. The note
payable to a third-party bank is a line of credit established by the Company to
meet operating cash needs, and as a source of funds to repurchase shares of the
Company's stock. This line was increased by $10 million subsequent to June 30,
2000. The decrease in short-term borrowings was primarily the result of
repayment of federal funds purchased. 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.

<PAGE>  9

     Stockholders' equity decreased $1.3 million primarily as a result of net
treasury stock purchases of $7.0 million and dividend declarations and payments
of $1.8 million, partially offset by an increase from net income of $7.5
million. The Company repurchased 384,674 shares of common stock at an average
price of $19.31 per share during the six months ended June 30, 2000 and reissued
28,705 shares of treasury stock at an average price of $12.75 per share to cover
stock option exercises.

Interest Rate Risk and Sensitivity

     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 and the
purchase of other shorter term interest-earning assets.

     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 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 decrease 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 somewhat in order to maintain its net
interest margin. The Company's experience with interest rates are discussed in
more detail under the headings "Results of Operations and Comparisons of the
Three and Six Months Ended June 30, 2000 and 1999."

<PAGE>  10

     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 June 30, 2000, the
Bank continues to maintain a positive one-year gap.

     The Bank 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
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 business and
consumer loans, and originating fixed-rate, one- to four-family residential
loans primarily for immediate resale in the secondary market. Approximately
one-third of total assets are currently invested in commercial real estate and
commercial business loans. This part of the strategy was designed to improve
asset yield and fee income, and 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, commensurate with the increased
risk levels, has also 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.

<PAGE>  11

     Another strategy that may be used to minimize the Bank's interest rate
sensitivity gap would be to enter into interest rate swaps. Although not
presently used, the Bank will consider entering into interest rate swap
agreements during the next few quarters, subject to market conditions, to help
reduce its positive gap position. The swaps will be treated as hedges, with the
income and expense related to these transactions recognized as an adjustment to
interest income or expense on the hedged item.

     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. They 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.


<PAGE>  12

RESULTS OF OPERATIONS AND COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30,
2000 AND 1999

     The increase in earnings of $658,000, or 20.4%, for the three months ended
June 30, 2000 when compared to the same period in 1999, was primarily due to an
increase in net interest income of $957,000, or 12.0%, and a decrease in
non-interest expense of $263,000, or 4.2%. These were partially offset by a
decrease in non-interest income of $106,000, or 2.8%, and an increase in
provision for income taxes of $430,000, or 25.3%, during the three month period.

     The increase in earnings of $870,000, or 13.0%, for the six months ended
June 30, 2000 when compared to the same period in 1999, was primarily due to an
increase in net interest income of $1.8 million, or 11.1%, and a decrease in
non-interest expense of $178,000, or 1.4%. These were partially offset by a
decrease in non-interest income of $417,000, or 5.4%, and an increase in
provision for income taxes of $716,000, or 21.6%, during the six month period.

Total Interest Income

     Total interest income increased $4.2 million, or 25.6%, during the three
months ended June 30, 2000, when compared to the three months ended June 30,
1999. The increase was due to a $3.1 million, or 19.9%, increase in interest
income on loans and a $1.1 million, or 119% increase in interest income on
investments and other interest earning assets.

     Total interest income increased $7.4 million, or 22.9%, during the six
months ended June 30, 2000, when compared to the six months ended June 30, 1999.
The increase was due to a $5.4 million, or 17.8%, increase in interest income on
loans and a $2.0 million, or 107% increase in interest income on investments and
other interest earning assets.

Interest Income - Loans

     During the three months ended June 30, 2000, interest income on loans
increased from both higher average balances and higher average interest rates.
Interest income increased $2.0 million as the result of higher average loan
balances from $726 million during the three months ended June 30, 1999, to $814
million during the three months ended June 30, 2000. The higher average balance
resulted from the Bank's increases in commercial real estate and commercial
business lending and indirect dealer consumer lending. These increases were
partially offset by a decline in multi-family residential lending and a lower
average balance of student loans held in the portfolio during 2000 due to
frequent sales of student loans.

     Interest income increased $1.1 million as the result of higher average
interest rates. The average yield on loans increased from 8.42% during the three
months ended June 30, 1999, to 9.00% during the three months ended June 30,
2000, primarily due to higher market rates of interest. A large portion of the
Bank's loan portfolio adjusts with changes to the "prime rate" of interest.

<PAGE>  13

     During the six months ended June 30, 2000, interest income on loans
increased from both higher average balances and higher average interest rates.
Interest income increased $3.5 million as the result of higher average loan
balances from $723 million during the six months ended June 30, 1999, to $801
million during the six months ended June 30, 2000. The higher average balance
resulted from the Bank's increases in commercial real estate and commercial
business lending and indirect dealer consumer lending. These increases were
partially offset by a decline in multi-family residential lending and a lower
average balance of student loans held in the portfolio during 2000 due to
frequent sales of student loans.

     Interest income increased $1.9 million as the result of higher average
interest rates. The average yield on loans increased from 8.39% during the six
months ended June 30, 1999, to 8.90% during the six months ended June 30, 2000,
primarily due to higher market rates of interest. A large portion of the Bank's
loan portfolio adjusts with changes to the "prime rate" of interest.

Interest Income - Investments and Other Interest-Earning Assets

     Interest income on investments and other interest-earning assets increased
primarily as a result of higher average balances during the three months ended
June 30, 2000 when compared to the three months ended June 30, 1999. Interest
income increased $967,000 as a result of higher average balances from $69
million during the three months ended June 30, 1999 to $132 million during the
three months ended June 30, 2000. This increase was primarily in
available-for-sale securities, where additional securities were acquired for
liquidity and pledging to deposit accounts under repurchase agreements. Interest
income increased $152,000 as a result of higher average yields from 5.46% during
the three months ended June 30, 1999, to 6.25% during the three months ended
June 30, 2000. Approximately $35 million of the Bank's investment portfolio
matured in the second quarter of 2000 and was replaced with significantly higher
yielding securities.

     Interest income on investments and other interest-earning assets increased
almost entirely as a result of higher average balances during the six months
ended June 30, 2000 when compared to the six months ended June 30, 1999.
Interest income increased $1.9 million as a result of higher average balances
from $67 million during the six months ended June 30, 1999 to $131 million
during the six months ended June 30, 2000. This increase was primarily in
available-for-sale securities, where additional securities were acquired for
liquidity and pledging to deposit accounts under repurchase agreements. Interest
income increased $124,000 as a result of higher average yields from 5.53% during
the six months ended June 30, 1999, to 5.87% during the six months ended June
30, 2000. A portion of the Bank's investment portfolio matured in the second
quarter of 2000 and was replaced with significantly higher yielding securities.

Total Interest Expense

     Total interest expense increased $3.2 million, or 38.8%, during the three
months ended June 30, 2000 when compared with the same period in 1999. The
increase during the three month period was due to a $2.0 million, or 33.7%,
increase in interest expense on deposits, a $966,000, or 45.8%, increase in
interest expense on FHLBank advances, and a $240,000, or 113%, increase in
interest expense on short-term borrowings.

<PAGE>  14

     Total interest expense increased $5.6 million, or 34.2%, during the six
months ended June 30, 2000 when compared with the same period in 1999. The
increase during the six month period was due to a $3.0 million, or 24.9%,
increase in interest expense on deposits, a $1.9 million, or 44.1%, increase in
interest expense on FHLBank advances, and a $781,000, or 306%, increase in
interest expense on short-term borrowings.

Interest Expense - Deposits

     Interest expense on deposits increased $1.2 million as a result of higher
average balances of time deposits from $387 million during the three months
ended June 30, 1999, to $472 million during the three months ended June 30,
2000, and increased $711,000 due to higher average interest rates on time
deposits from 5.24% during the three months ended June 30, 1999, to 5.92% during
the three months ended June 30, 2000. The average balances on time deposits
increased as a result of the Bank's continued use of brokered deposits and the
average interest rates increased due to a combination of higher overall market
rates and the increase of brokered deposits as a percentage of total deposits.
Interest on demand deposits decreased $75,000 due to lower average balances from
$151 million during the three months ended June 30, 1999, to $127 million during
the three months ended June 30, 2000, and increased $224,000 due to higher
average rates from 1.61% during the three months ended June 30, 1999, to 2.39%
during the three months ended June 30, 2000. The other deposit category,
savings, experienced only minor decreases due to both lower balances and lower
rates.

     Interest expense on deposits increased $2.1 million as a result of higher
average balances of time deposits from $382 million during the six months ended
June 30, 1999, to $458 million during the six months ended June 30, 2000, and
increased $1.1 million due to higher average interest rates on time deposits
from 5.25% during the six months ended June 30, 1999, to 5.80% during the six
months ended June 30, 2000. The average balances on time deposits increased as a
result of the Bank's continued use of brokered deposits and the average interest
rates increased due to a combination of higher overall market rates and the
increase of brokered deposits as a percentage of total deposits. Interest on
demand deposits decreased $387,000 due to lower average balances from $154
million during the six months ended June 30, 1999, to $121 million during the
six months ended June 30, 2000, and increased $208,000 due to higher average
rates from 1.91% during the six months ended June 30, 1999, to 2.12% during the
six months ended June 30, 2000. The other deposit category, savings, experienced
only minor decreases due to both lower balances and lower rates.

Interest Expense - FHLBank Advances and Short-term Borrowings

     Interest expense on FHLBank advances and short-term borrowings increased
$1.2 million due primarily to higher average balances from $158 million in the
three months ended June 30, 1999 to $227 million in the three months ended June
30, 2000. Average rates increased from 5.89% during the three months ended June
30, 1999, to 6.21% during the three months ended June 30, 2000. The average
balance increase was used to fund growth in loans and securities. Average
interest rates increased due to higher overall market rates during the second
quarter of 2000.


<PAGE>  15

     Interest expense on FHLBank advances and short-term borrowings increased
$2.6 million due primarily to higher average balances from $155 million in the
six months ended June 30, 1999 to $234 million in the six months ended June 30,
2000. Average rates increased from 5.76% during the six months ended June 30,
1999, to 6.10% during the six months ended June 30, 2000. The average balance
increase was used to fund growth in loans and securities. Average interest rates
increased due to higher overall market rates during the second quarter of 2000.

Net Interest Income

     The Company's overall interest rate spread decreased 39 basis points, or
10.7%, from 3.65% during the three months ended June 30, 1999, to 3.26% during
the three months ended June 30, 2000. The decrease was due to an 84 basis point
increase in the weighted average rates paid on interest-bearing liabilities
offset by a 45 basis point increase in the weighted average yields received on
interest-earning assets. The Company's overall net interest margin decreased 24
basis points, or 6.0%, from 4.02% during the three months ended June 30, 1999,
to 3.78% during the three months ended June 30, 2000.

     The prime rate of interest averaged 7.75% during the three months ended
June 30, 1999, compared to an average of 9.25% during the three months ended
June 30, 2000. As a large percentage of the Bank's loans are tied to prime, this
increase was the primary reason for the increase in the weighted average yields
received on interest-earning assets.

     The Company's overall interest rate spread decreased 38 basis points, or
10.5%, from 3.62% during the six months ended June 30, 1999, to 3.24% during the
six months ended June 30, 2000. The decrease was due to a 71 basis point
increase in the weighted average rates paid on interest-bearing liabilities
offset by a 33 basis point increase in the weighted average yields received on
interest-earning assets. The Company's overall net interest margin decreased 24
basis points, or 6.0%, from 3.99% during the six months ended June 30, 1999, to
3.75% during the six months ended June 30, 2000.

     The prime rate of interest averaged 7.75% during the six months ended June
30, 1999, compared to an average of 8.97% during the six months ended June 30,
2000. As a large percentage of the Bank's loans are tied to prime, this increase
was the primary reason for the increase in the weighted average yields received
on interest-earning assets.

     Interest rates paid on deposits and FHLBank advances increased during the
three and six months ended June 30, 2000 compared to the same periods one year
earlier. As the Company has grown the assets of the Bank, the brokered and other
time deposits and advances needed to fund that growth have increased the average
cost of deposits since time deposits are higher cost deposits for the Bank than
are interest-bearing demand and savings. In addition, overall interest rates
were higher during the three and six month periods ended June 30, 2000.

<PAGE>  16

Provision for Loan Losses

     The provision for loan losses increased from $574,000 during the three
months ended June 30, 1999 to $600,000 during the three months ended June 30,
2000. For the six months ended June 30, 2000, the provision for loan losses was
$1,076,000 compared to $1,150,000 for the same period in 1999.

     Management records a provision for loan losses in an amount sufficient to
result in an allowance for loan losses that will cover current net charge-offs
as well as risks 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 increased $7.6 million during the three months ended
June 30, 2000 from $9.6 million at December 31, 1999 to $17.2 million at June
30, 2000. Non-performing loans increased $6.6 million, or 74.5%, from $8.8
million at December 31, 1999 to $15.4 million at June 30, 2000, due primarily to
the deterioration of two large commercial real estate credits. Foreclosed assets
increased $1.0 million, or 126%, from $817,000 at December 31, 1999 to $1.8
million at June 30, 2000 due to the foreclosure of one large commercial real
estate property.

     Potential problem loans decreased $1.7 million during the six months ended
June 30, 2000 from $10.8 million at December 31, 1999 to $9.1 million at June
30, 2000. These 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
2.08% and 2.20% at June 30, 2000, and December 31, 1999, 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 provision for losses would be required, thereby adversely affecting
future results of operations and financial condition.


<PAGE>  17

Non-interest Income

     Non-interest income decreased $106,000, or 2.8%, in the three months ended
June 30, 2000 when compared to the same period in 1999. The decrease was
primarily due to: (i) a decrease in net realized gains on sales of fixed rate
residential and other loans of $77,000, or 37.7%; (ii) a decrease of $54,000, or
112%, in profits on sale of available-for-sale securities; and (iii) a decrease
of $250,000, or 71.0%, in late charges, prepayment penalties, and other loan
fees. During the three months ended June 30, 2000, the Bank sold significantly
fewer residential and student loans than in the same period during 1999. During
the 1999 period, interest rates were conducive to the generation of fixed-rate
mortgages, which the Bank typically sells, rather than adjustable-rate
mortgages, which the Bank typically retains in its portfolio. During the three
months ended June 30, 1999, the Company sold some of its investments in equity
securities and realized the gains; conversely, during the same period of 2000,
the Company held its available-for-sale securities due to unrealized losses in
the portfolio. During the 1999 period, one large commercial real estate loan
paid off early, resulting in a prepayment penalty in excess of $200,000.

     This decline was partially offset by: (i) an increase in service charge and
ATM fees of $236,000, or 21.8%; and (ii) various increases or decreases in other
non-interest income items, including increases in commission income in the
Bank's subsidiary companies and decreases in expenses on foreclosed assets. The
increase in service charge fees resulted from increased rates and a larger
number of accounts. The increase in ATM fees is related to an increased number
of ATMs in the Company's market area, resulting in increased fees from use by
non-customers.

     Non-interest income decreased $417,000, or 5.4%, in the six months ended
June 30, 2000 when compared to the same period in 1999. The decrease was
primarily due to: (i) a decrease in net realized gains on sales of fixed rate
residential and other loans of $413,000, or 62.5%; (ii) a decrease of $274,000,
or 102%, in profits on sale of available-for-sale securities; and (iii) a
decrease of $277,000, or 52.0%, in late charges, prepayment penalties, and other
loan fees. During the six months ended June 30, 2000, the Bank sold
significantly fewer residential and student loans than in the same period during
1999. During the 1999 period, interest rates were conducive to the generation of
fixed-rate mortgages, which the Bank typically sells, rather than
adjustable-rate mortgages, which the Bank typically retains in its portfolio.
During the six months ended June 30, 1999, the Company sold some of its
investments in equity securities and realized the gains; conversely, during the
same period of 2000, the Company held its available-for-sale securities due to
unrealized losses in the portfolio. During the 1999 period, one large commercial
real estate loan paid off early, resulting in a prepayment penalty in excess of
$200,000.

     This decline was partially offset by: (i) an increase in service charge and
ATM fees of $513,000, or 24.7%; and (ii) various increase or decreases in other
non-interest income items, including increases in commission income in the
Bank's subsidiary companies and decreases in expenses on foreclosed assets. The
increase in service charge fees resulted from increased rates and a larger
number of accounts. The increase in ATM fees is related to an increased number
of ATMs in the Company's market area, resulting in increased fees from use by
non-customers.


<PAGE>  18

Non-interest Expense

     Non-interest expense decreased $264,000, or 4.2%, in the three months ended
June 30, 2000, when compared to the same period in 1999. The decrease was
primarily due to: (i) a decrease of $165,000, or 88.1%, in checking and other
losses; (ii) a decrease of $204,000, or 60.1%, in professional and consulting
fees; and (iii) decreases in other non-interest expense items. This was offset
by an increase of $132,000, or 4.1%, in salary and employee related costs due to
increased staffing levels resulting from asset/customer growth and normal merit
increases for existing employees.

     Non-interest expense decreased $178,000, or 1.4%, in the six months ended
June 30, 2000, when compared to the same period in 1999. The decrease was
primarily due to: (i) a decrease of $108,000, or 65.1%, in checking and other
losses; (ii) a decrease of $139,000, or 26.2%, in professional and consulting
fees; (iii) a decrease of $100,000, or 20.0%, in office supplies and printing;
(iv) a decrease of $89,000, or 91.7%, in loss on sale of premises and equipment;
(v) a decrease of $144,000, or 6.9%, in occupancy and equipment expenses; and
(vi) decreases in other non-interest expense items. This was offset by an
increase of $334,000, or 5.2%, in salary and employee related costs due to
increased staffing levels resulting from asset/customer growth and normal merit
increases for existing employees.

     The higher amounts of expenses in 1999 for office supplies and printing,
loss on sale of premises and equipment, and occupancy and equipment expenses
were all related to the Company's core computer conversion, "Year 2000" issues
and other technology related purchases.

Provision for Income Taxes

     Provision for income taxes as a percentage of pre-tax income increased
slightly from 34.5% in the three months ended June 30, 1999, to 35.4% in the
three months ended June 30, 2000. Provision for income taxes as a percentage of
pre-tax income also increased slightly from 33.2% in the six months ended June
30, 1999, to 34.9% in the six months ended June 30, 2000.

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 resultant
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.


<PAGE>  19

<TABLE>
<CAPTION>
                                                                      Three Months Ended June 30,
                                                       ---------------------------------------------------------
                                                                   2000                          1999
                                                       ---------------------------    --------------------------
                                                       Average              Yield/    Average             Yield/
                                                       Balance   Interest    Rate     Balance   Interest   Rate
                                                       --------  --------   ------    --------  --------  ------
<S>                                                   <C>        <C>       <C>       <C>        <C>       <C>
                                                                        (Dollars in thousands)
Interest-earning assets:
  Loans receivable                                     $814,370   $18,328   9.00%     $726,087   $15,291   8.42%
  Investment securities and other
    interest-earning assets                             131,829     2,060   6.25        68,883       941   5.46
                                                        -------    ------   ----       -------    ------   ----
  Total interest-earning assets                        $946,199    20,388   8.62      $794,970    16,232   8.17
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $126,783       759   2.39      $151,307       610   1.61
  Savings deposits                                       26,911       166   2.47        33,061       240   2.90
  Time deposits                                         471,860     6,982   5.92       386,809     5,066   5.24
                                                        -------     -----   ----       -------     -----   ----
    Total deposits                                      625,554     7,907   5.06       571,177     5,916   4.14
  FHLBank advances and other borrowings                 227,362     3,527   6.21       157,502     2,320   5.89
                                                        -------     -----   ----       -------     -----   ----
  Total interest-bearing liabilities                   $852,916    11,434   5.36      $728,679     8,236   4.52
                                                        =======    ------   ----       =======     -----   ----
Net interest income:
  Interest rate spread                                             $8,954   3.26%                 $7,996   3.65%
                                                                    =====   ====                   =====   ====

Net interest margin(1)                                                      3.78%                          4.02%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  110.9%                         109.1%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total
    interest-earning assets.
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                       Six Months Ended June 30,
                                                       ---------------------------------------------------------
                                                                   2000                          1999
                                                       ---------------------------    --------------------------
                                                       Average              Yield/    Average             Yield/
                                                       Balance   Interest    Rate     Balance   Interest   Rate
                                                       --------  --------   ------    --------  --------  ------
<S>                                                   <C>        <C>       <C>       <C>        <C>       <C>
                                                                        (Dollars in thousands)
Interest-earning assets:
  Loans receivable                                     $801,477   $35,680   8.90%     $722,586   $30,309   8.39%
  Investment securities and other
    interest-earning assets                             131,105     3,851   5.87        66,854     1,847   5.53
                                                        -------    ------   ----       -------    ------   ----
  Total interest-earning assets                        $932,582    39,531   8.48      $789,440    32,156   8.15
                                                        =======    ------   ----       =======    ------   ----
Interest-bearing liabilities:
  Demand deposits                                      $121,230     1,287   2.12      $153,792     1,466   1.91
  Savings deposits                                       28,138       348   2.47        33,008       440   2.67
  Time deposits                                         457,885    13,283   5.80       382,465    10,035   5.25
                                                        -------    ------   ----       -------    ------   ----
    Total deposits                                      607,253    14,918   4.91       569,265    11,941   4.20
  FHLBank advances and other borrowings                 233,733     7,124   6.10       155,395     4,478   5.76
                                                        -------    ------   ----       -------    ------   ----
  Total interest-bearing liabilities                   $840,986    22,042   5.24      $724,660    16,419   4.53
                                                        =======    ------   ----       =======    ------   ----
Net interest income:
  Interest rate spread                                            $17,489   3.24%                $15,737   3.62%
                                                                   ======   ====                  ======   ====

Net interest margin(1)                                                      3.75%                          3.99%
                                                                            ====                           ====

Average interest-earning assets to
  average interest-bearing liabilities                  110.9%                         108.9%
                                                        =====                          =====
<FN>
(1) Defined as the Company's net interest income divided by total
    interest-earning assets.
</FN>
</TABLE>

<PAGE>  20

Rate/Volume Analysis

     The following schedule 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.

<TABLE>
<CAPTION>
                                           Three Months Ended June 30,   Six Months Ended June 30,
                                                  2000 vs. 1999               2000 vs. 1999
                                          ---------------------------- ----------------------------
                                              Increase                      Increase
                                             (Decrease)                    (Decrease)
                                               Due to         Total          Due to        Total
                                          ----------------  Increase   ----------------  Increase
                                           Rate    Volume  (Decrease)   Rate    Volume  (Decrease)
                                          -------  -------  ---------- -------  -------  ----------
<S>                                      <C>      <C>       <C>       <C>      <C>       <C>
                                                        (Dollars in thousands)
Interest-earning assets:
  Loans receivable                        $1,096   $1,941    $3,037    $1,932   $3,439    $5,371
  Investment securities and
    other interest-earning assets            152      967     1,119       124    1,880     2,004
                                           -----    -----     -----     -----    -----     -----
      Total interest-earning assets        1,248    2,908     4,156     2,056    5,319     7,375
                                           -----    -----     -----     -----    -----     -----
Interest-bearing liabilities:
  Demand deposits                            224      (75)      149       208     (387)     (179)
  Savings deposits                           (33)     (41)      (74)      (30)     (62)      (92)
  Time deposits                              711    1,205     1,916     1,133    2,115     3,248
                                           -----    -----     -----     -----    -----     -----
    Total deposits                           902    1,089     1,991     1,311    1,666     2,977
  FHLBank advances and other borrowings      129    1,078     1,207       272    2,374     2,646
                                           -----    -----     -----     -----    -----     -----
      Total interest-bearing liabilities   1,031    2,167     3,198     1,583    4,040     5,623
                                           -----    -----     -----     -----    -----     -----
  Net interest income                     $  217   $  741    $  958    $  473   $1,279    $1,752
                                           =====    =====     =====     =====    =====     =====
</TABLE>

<PAGE> 21


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 June 30, 2000, the Company had commitments of
approximately $126 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 insure compliance with minimum regulatory requirements, as well as
exploring ways to increase capital either by retained earnings or other means.

     The Company's capital position remained strong, with stockholders' equity
at $67.6 million, or 6.6% of total assets of $1.02 billion at June 30, 2000,
compared to equity at $68.9 million, or 7.1%, of total assets of $964.8 million
at December 31, 1999.

     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. On June 30, 2000, the Bank's Tier 1 risk-based capital ratio
was 8.8%, total risk-based capital ratio was 10.1% and the core capital ratio
was 7.1%.

     At June 30, 2000, the held-to-maturity investment portfolio included
$348,000 of gross unrealized losses. The unrealized losses are not expected to
have a material effect on future earnings beyond the usual amortization of
acquisition premium or accretion of discount because no sale of the
held-to-maturity investment portfolio is foreseen.

     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.

     Statements of Cash Flows. During the six months ended June 30, 2000, and
1999, respectively, the Company experienced positive cash flows from operating
activities and financing activities.


<PAGE>  22

     Cash flows from operating activities for the periods covered by the
Statements of Cash Flows have been primarily related to the origination and sale
of loans held-for-sale, changes in accrued and deferred assets, credits and
other liabilities, the provision for loan losses, 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
was the primary source of cash flows from operating activities during the six
months ended June 30, 2000 and 1999. Operating activities provided cash flows of
$10.7 million during the six months ended June 30, 2000, and $14.8 million
during the six months ended June 30, 1999.

     During the six months ended June 30, 2000 and 1999, respectively, investing
activities used cash of $71.0 million and $59.0 million primarily due to the net
increase of loans and purchase of investment securities.

     Changes in cash flows from financing activities during the periods covered
by the Statements of Cash Flows are due to increases in deposits after interest
credited and net borrowings of FHLBank advances, offset by decreases in
short-term borrowings, as well as purchases of treasury stock and dividend
payments to stockholders. Financing activities provided $47.5 million in cash
during the six months ended June 30, 2000 and $40.2 million in cash during the
six months ended June 30, 1999. 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 six months ended June 30, 2000, the Company declared
and paid dividends of $.25 per share, or 25% of net income per share, compared
to dividends declared and paid during the six months ended June 30, 1999 of $.25
per share, or 29% 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 six months ended June 30, 2000, the Company
repurchased 384,674 shares of its common stock at an average price of $19.31 per
share and reissued 28,705 shares of treasury stock at an average price of $12.75
per share to cover stock option exercises. During the six months ended June 30,
1999, the Company repurchased 260,440 shares of its common stock at an average
price of $24.08 per share and reissued 44,969 shares of treasury stock at an
average price of $5.52 per share to cover stock option exercises.

     Management intends to continue its stock buy-back programs as long as
repurchasing the stock contributes to the overall growth of shareholder value.
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.

<PAGE>  23

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     The Registrant 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 Registrant.

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.

     See the attached exhibit 27, Financial Data Schedule.

     b) Reports on Form 8-K

     None.


<PAGE>  24

                             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: August 10, 2000          /s/  William V. Turner
                               --------------------------
                                William V. Turner
                                Chairman of the Board




Date: August 10, 2000          /s/  Rex A. Copeland
                               --------------------------
                                Rex A. Copeland
                                Treasurer


<PAGE>  25

                             Exhibit Index
                             -------------
Exhibit
  No.                 Description
-------               -----------
  11        Statement Re Computation of Earnings Per Share

  27        Financial Data Schedule,  which is submitted  electronically  to the
            Securities  and Exchange  Commission  for  information  only and not
            filed.




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