gsbc-10k123113.htm

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes [ ] No [X]
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ](Do not check if a smaller reporting company) Smaller reporting company [ ]
Indicated by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).	Yes [ ] No [X]
The aggregate market value of the common stock of the Registrant held by non-affiliates of the Registrant on June 30, 2013, computed by reference to the closing price of such shares on that date, was $277,917,052. At March 7, 2014, 13,688,883 shares of the Registrant's common stock were outstanding.

		Page
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	50
ITEM 1B.	UNRESOLVED STAFF COMMENTS	61
ITEM 2.	PROPERTIES.	61
ITEM 3.	LEGAL PROCEEDINGS.	61
ITEM 4.	MINE SAFETY DISCLOSURES.	61
ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANT.	61
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	63
ITEM 6.	SELECTED CONSOLIDATED FINANCIAL DATA	64
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	67
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	98
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION	102
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	194
ITEM 9A.	CONTROLS AND PROCEDURES.	194
ITEM 9B.	OTHER INFORMATION.	195
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	196
ITEM 11.	EXECUTIVE COMPENSATION.	196
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	196
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	196
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	197
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	198

SIGNATURES

INDEX TO EXHIBITS

As a Maryland corporation, the Company is authorized to engage in any activity that is permitted by the Maryland General Corporation Law and is not prohibited by law or regulatory policy. The Company currently conducts its business as a financial holding company. Through the financial holding company structure, it is possible to expand the size and scope of the financial services offered by the Company beyond those offered by the Bank. The financial holding company structure provides the Company with greater flexibility than the Bank has to diversify its business activities, through existing or newly formed subsidiaries, or through acquisitions of or mergers with other financial institutions as well as other companies. At December 31, 2013, Bancorp's consolidated assets were $3.56 billion, consolidated net loans were $2.44 billion, consolidated deposits were $2.81 billion and consolidated total stockholders' equity was $381 million. For details about the Company’s assets, revenues and profits for each of the last five fiscal years, see Item 6. “Selected Consolidated Financial Data.” The assets of the Company consist primarily of the stock of Great Southern, available-for-sale securities, minority interests in a local trust company and a merchant banking company and cash.

Great Southern was formed as a Missouri-chartered mutual savings and loan association in 1923, and, in 1989, converted to a Missouri-chartered stock savings and loan association. In 1994, Great Southern changed to a federal savings bank charter and then, on June 30, 1998, changed to a Missouri-chartered trust company (the equivalent of a commercial bank charter). Headquartered in Springfield, Missouri, Great Southern offers a broad range of banking services through its 96 banking centers located in southern and central Missouri; the Kansas City, Missouri area; the St. Louis, Missouri area; eastern Kansas; northwestern Arkansas; eastern Nebraska, the Minneapolis, Minnesota area and western and central Iowa. The size and complexity of the Bank’s operations increased substantially in 2009 with the completion of two Federal Deposit Insurance Corporation ("FDIC")-assisted transactions, and again in 2011 and 2012 with the completion of another FDIC-assisted transaction in each year. In 2009, the Bank entered into two separate purchase and assumption agreements including loss sharing with the FDIC to assume all of the deposits (excluding brokered deposits) and certain liabilities and acquire certain assets of TeamBank, N.A. and Vantus Bank. In these two transactions we acquired assets with a fair value of approximately $628.2 million (approximately 17.3% of the Company’s total assets at acquisition) and $294.2 million (approximately 8.8% of the Company’s total assets at acquisition), respectively, and assumed liabilities with a fair value of $610.2 million (approximately 16.8% of the Company’s total assets at acquisition) and $440.0 million (approximately 13.2% of the Company’s total assets at acquisition), respectively. They also resulted in gains of $43.9 million and $45.9 million, respectively, which were included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2009. Prior to these acquisitions, the Company operated banking centers in Missouri with loan production offices in Arkansas and Kansas. These acquisitions added 31 new banking centers and expanded our footprint to cover five states – Iowa, Kansas, Missouri, Arkansas and Nebraska. In 2011, the Bank entered into a purchase and assumption agreement including loss sharing with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Sun Security Bank, which added locations in southern Missouri and St. Louis. In this transaction we acquired assets with a fair value of approximately $248.9 million (approximately 8.1% of the Company’s total assets at acquisition) and assumed liabilities with a fair value of $345.8 million (approximately 10.1% of the Company’s total assets at acquisition). It also resulted in a gain of $16.5 million which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2011. In 2012, the Bank entered into a purchase and assumption agreement including loss sharing with the FDIC to assume all of the deposits and certain liabilities of Inter Savings Bank, FSB (“InterBank”), which added four locations in the greater Minneapolis, Minnesota area. In this transaction we acquired assets

The loss sharing agreements related to the FDIC-assisted transactions added to the complexity of our operations by creating the need for new employees and processes to ensure compliance with the loss sharing agreements and the collection of problem assets acquired. See Note 4 included in Item 8. “Financial Statements and Supplementary Information” for a more detailed discussion of these FDIC-assisted transactions and the loss sharing agreements. At December 31, 2013, the Bank had total assets of $3.56 billion, net loans of $2.44 billion, deposits of $2.81 billion and stockholders' equity of $380.7 million, or 10.4% of total assets. Its deposits are insured by the Deposit Insurance Fund ("DIF") to the maximum levels permitted by the FDIC.

For many years, Great Southern has followed a strategy of emphasizing loan origination through residential, commercial and consumer lending activities in its market areas. The goal of this strategy is to be one of the leading providers of financial services in its market areas, while simultaneously diversifying assets and reducing interest rate risk by originating and holding adjustable-rate loans and fixed-rate loans, primarily with terms of five years or less, in its portfolio and by selling longer-term fixed-rate single-family mortgage loans in the secondary market. The Bank continues to place primary emphasis on residential mortgage and other real estate lending while also expanding and increasing its originations of commercial business and consumer loans.

When used in this Annual Report and in other documents filed or furnished 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," "intends" 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, (i) non-interest expense reductions from the Great Southern banking center consolidation might be less than anticipated and the costs of the consolidation and impairment of the value of the affected premises might be greater than expected; (ii) expected cost savings, synergies and other benefits from the Company’s merger and acquisition activities, might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (iii) changes in economic conditions, either nationally or in the Company’s market areas; (iv) fluctuations in interest rates; (v) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (vi) the possibility of other-than-temporary impairments of securities held in the Company’s securities portfolio; (vii) the Company’s ability to access cost-effective funding; (viii) fluctuations in real estate values and both residential and commercial real estate market conditions; (ix) demand for loans and deposits in the Company’s market areas; (x) legislative or regulatory changes that adversely affect the Company’s business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementing regulations, and the overdraft protection regulations and customers’ responses thereto; (xi) monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry; (xii) results of examinations of the Company and Great Southern by their regulators, including the possibility that the regulators may, among other things, require the Company to increase its allowance for loan losses or to write-down assets; (xiii) the uncertainties arising from the Company’s participation in the Small Business Lending Fund program, including uncertainties concerning the potential future redemption by us of the U.S. Treasury’s preferred stock investment under the program, including the timing of, regulatory approvals for, and conditions placed upon, any such redemption; (xiv) costs and effects of litigation, including settlements and judgments; and (xv) competition. The Company wishes to advise readers that the factors listed above and other risks described from time to time in the Company’s other filings with the SEC 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.

During 2013, the Company reduced its banking center network from 107 to 96 banking centers. A total of 12 offices were consolidated into other Great Southern banking centers, including 11 facilities in southeast and central Missouri in October and one drive-thru facility in Sioux City, Iowa, in December. A full-service banking center in Omaha, Neb., was opened in October, adding to the network total. The Company also relocated three existing banking centers to nearby sites - one each in Springfield, Mo., Ava, Mo., and Maple Grove, Minn. At the end of 2013, the Company operated 96 full-service banking centers serving more than 137,000 households in six states – Missouri, Arkansas, Iowa, Kansas, Minnesota and Nebraska.

Great Southern’s largest concentration of loans and deposits are in the Springfield, Mo., and St. Louis, Mo., market areas. In the last several years, the Company’s loan and deposit portfolios have become more diversified because of its participation in four FDIC-assisted acquisitions and some organic growth. The FDIC-assisted acquisitions significantly expanded the Company’s geographic footprint, which prior to 2009 was primarily in southwest and central Missouri, by adding operations in Iowa, Kansas, Minnesota and Nebraska. Besides the Springfield and St. Louis market areas, the Company has loan and deposit concentrations in the following market areas: Kansas City; Branson, Mo.; Sioux City, Iowa; Des Moines, Iowa; Northwest Arkansas; Omaha, Neb.; and Minneapolis, Minn. Loans and deposits are also generated in banking centers in rural markets in Missouri, Iowa, Kansas and Nebraska.

As of December 31, 2013, the Company’s total loan portfolio balance, excluding loans covered by FDIC loss sharing agreements, was $2.1 billion. Geographically, the loan portfolio consists of loans collateralized by property (real estate and other assets) located in the following regions (including loan balance and percentage of total loans): St. Louis ($428 million, 20%); Springfield ($418 million, 20%); Kansas City ($150 million, 7%); Branson ($118 million, 6%); Northwest Arkansas ($75 million, 3%); other Missouri regions ($224 million, 11%), and other states and regions ($692 million, 33%). The Company’s net book balance of its portfolio of loans covered by FDIC loss sharing agreements was $386 million as of December 31, 2013. The FDIC loss sharing agreements, which were a part of two FDIC-assisted transactions completed in 2009, one FDIC-assisted transaction completed in 2011, and one FDIC-assisted transaction completed in 2012, provide the Company at least 80% protection against losses on the loans in this portfolio. The FDIC loss sharing agreements are subject to limitations on the types of losses covered and the length of time losses are covered and are conditioned upon the Bank complying with its requirements in the agreements with the FDIC. These limitations are described in detail in Note 4 of the accompanying audited financial statements, see Item 8 “Financial Statements and Supplementary Information”. Geographically, the total loan portfolio covered by FDIC loss sharing agreements consists of loans collateralized by property (real estate and other assets) located in the following regions (including gross loan balance and percentage of total loans): Minneapolis ($269 million, 56%); St. Louis ($38 million, 8%); Kansas City ($27 million, 6%); Sioux City, Iowa ($22 million, 5%); Des Moines, Iowa ($14 million, 3%); other Missouri regions ($43 million, 9%); and other regions ($63 million, 13%).

From its beginnings in 1923 through the early 1980s, Great Southern primarily made long-term, fixed-rate residential real estate loans that it retained in its loan portfolio. Beginning in the early 1980s, Great Southern increased its efforts to originate short-term and adjustable-rate loans. Beginning in the mid-1980s, Great Southern increased its efforts to originate commercial real estate and other residential loans, primarily with adjustable rates or shorter-term fixed rates. In addition, some competitor banking organizations merged with larger institutions and changed their business practices or moved operations away from the Springfield, Mo. area, and others consolidated operations from the Springfield, Mo. area to larger cities. This provided Great Southern expanded opportunities in residential and commercial real estate lending as well as in the origination of commercial business and consumer loans, primarily in indirect automobile lending.

One of the principal historical lending activities of Great Southern is the origination of fixed and adjustable-rate conventional residential real estate loans to enable borrowers to purchase or refinance owner-occupied homes. Great Southern originates a variety of conventional, residential real estate mortgage loans, principally in compliance with Freddie Mac and Fannie Mae standards for resale in the secondary market. Great Southern promptly sells most of the fixed-rate residential mortgage loans that it originates. To date, Great Southern has not experienced difficulties selling these loans in the secondary market and has had minimal requests for repurchase. Depending on market conditions, the ongoing servicing of these loans is at times retained by Great Southern, but generally servicing is released to the purchaser of the loan. Great Southern retains substantially all of the adjustable-rate mortgage loans that it originates in its portfolio.

Another principal lending activity of Great Southern is the origination of commercial real estate, multi-family and commercial construction loans. Since the early 1990s, commercial real estate, multi-family and commercial construction loans have represented the largest percentage of the loan portfolio. Since the economic recession beginning in 2008, the commercial real estate and multi-family portfolios have exhibited slow growth while commercial construction lending has declined significantly. At December 31, 2013, commercial real estate, multi-family and commercial construction loans accounted for approximately 52%, 29% and 11%, respectively, of the total portfolio, excluding those loans covered by loss sharing agreements. Of the portfolio of loans covered by loss sharing agreements, commercial real estate loans (net of fair value discounts) accounted for approximately 5% of the total portfolio at December 31, 2012.

The percentage of collateral value Great Southern will loan on real estate and other property varies based on factors including, but not limited to, the type of property and its location and the borrower's credit history. As a general rule, Great Southern will loan up to 95% of the appraised value on one-to four-family residential properties. Typically, private mortgage insurance is required for loan amounts above the 80% level. At December 31, 2013 and 2012, loans secured by second liens on residential properties were $166.8 million, or 6.5%, and $195.9 million, or 7.7%, respectively, of our total loan portfolio. A large portion of this decrease is attributable to payments received on the loans acquired in the InterBank transaction. For commercial real estate and other residential real property loans, Great Southern may loan up to 85% of the appraised value. The origination of loans secured by other property is considered and determined on an individual basis by management with the assistance of any industry guides and other information which may be available. Collateral values are reappraised or reassessed as loans are renewed or when significant events indicating potential impairment occur. On a quarterly basis, management reviews impaired loans to determine whether updated appraisals or reassessments are necessary based on loan performance, collateral type and guarantor support. While it is not specifically required by our policy, we seek to obtain cross-collateralization of loans to a borrower when it is available and it is most frequently done on commercial loans.

Loan applications are approved at various levels of authority, depending on the type, amount and loan-to-value ratio of the loan. Loan commitments of more than $750,000 (or loans exceeding the Freddie Mac loan limit in the case of fixed-rate, one- to four-family residential loans for resale) must be approved by Great Southern's loan committee. The loan committee is comprised of the Chief Executive Officer of the Bank, the Chief Lending Officer of the Bank (chairman of the committee), and other senior officers of the Bank involved in lending activities. All loans, regardless of size or type, are required to conform to certain minimum underwriting standards to assure portfolio quality. These standards and procedures include, but are not limited to, an analysis of the borrower’s financial condition, collateral, repayment ability, verification of liquid assets and credit history as required by loan type. It has been, and continues to be, our practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. Underwriting standards also include loan-to-value ratios which vary depending on collateral type, debt service coverage ratios or debt payment to income ratios, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Generally, deviations from approved underwriting standards can only be waived when doing so is not in violation of regulations or statutes and when appropriate lending authority is obtained. The loan committee reviews all new loan originations in excess of lender approval authorities. For loans originated and held, most lenders have approval authorities of $250,000 or below while nine senior lenders have approval authority of varying amounts up to $1 million. Lender approval authorities are also subject to loans-to-one borrower limits of $500,000 or below for most lenders and of varying amounts up to $3 million for nine senior lenders. These standards, as well as our collateral requirements, have not significantly changed in recent years. However, the Bank has changed the composition of its loan portfolio in response to economic conditions to reduce risk using strategies such as limiting lending on construction and land development loan types.

surplus at December 31, 2013, this limit was approximately $101.5 million. See "Government Supervision and Regulation." At December 31, 2013, the Bank was in compliance with the loans-to-one borrower limit. At December 31, 2013, the Bank's largest relationship for purposes of this limit totaled $30.0 million. All loans included in this relationship were current at December 31, 2013. Our policy does not set a loans-to-one borrower limit that is below the legal limits described; however, we do recognize the need to limit credit risk to any one borrower or group of related borrowers upon consideration of various risk factors. Extensions of credit to borrowers whose past due loans were charged-off or whose loans are classified as substandard require appropriate lending approval for total credit relationships of $250,000 or less or Loan Committee or Special Assets Committee approval on total credit relationships over $250,000.

	December 31,
	2013					2012					2011					2010					2009
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
One- to four- family(1)	$	242,281		10.5	%	$	256,146		12.7	%	$	266,694		14.0	%	$	257,261		15.1	%	$	248,892		14.1	%
Other residential		325,599		14.2			267,518		13.2			243,743		12.8			207,059		12.2			185,757		10.5
Commercial(2)		822,920		35.8			736,139		36.4			699,607		36.7			599,025		35.2			633,373		35.9
Residential construction:
One- to four- family		47,308		2.1			52,249		2.5			78,900		4.1			106,128		6.2			147,367		8.3
Other residential		32,988		1.4			27,556		1.4			27,826		1.5			10,000		0.6			22,012		1.3
Commercial		236,635		10.3			198,145		9.8			166,749		8.8			163,214		9.6			187,663		10.7

Total real estate loans		1,707,731		74.3			1,537,753		76.0			1,483,519		77.9			1,342,687		78.9			1,425,064		80.8

Other Loans:
Consumer loans:
Guaranteed student loans		---		---			---		---			---		---			---		---			10,808		0.6
Automobile, boat, etc.		215,778		9.4			164,748		8.1			135,480		7.1			124,441		7.3			126,227		7.2
Home equity and improvement		58,297		2.5			54,317		2.7			47,395		2.5			47,534		2.8			47,954		2.7
Other		1,184		0.1			1,585		0.1			1,147		0.1			1,184		0.1			1,330		0.1
Total consumer loans		275,259		12.0			220,650		10.9			184,022		9.7			173,159		10.2			186,319		10.6

Other commercial loans		315,269		13.7			264,631		13.1			236,384		12.4			185,880		10.9			151,278		8.6

Total other loans		590,528		25.7			485,281		24.0			420,406		22.1			359,039		21.1			337,597		19.2

Total loans		2,298,259		100.0	%		2,023,034		100.0	%		1,903,925		100.0	%		1,701,726		100.0	%		1,762,661		100.0	%

Less:
Loans in process		194,544					157,574					103,424					63,108					54,729
Deferred fees and discounts		2,994					2,192					2,726					2,541					2,161
Allowance for loan losses		40,116					40,649					41,232					41,487					40,101

Total legacy loans receivable, net	$	2,060,605				$	1,822,619				$	1,756,543				$	1,594,590				$	1,665,670

	December 31,
	2013					2012					2011					2010					2009
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	15,050		28.1	%	$	19,610		22.6	%	$	21,944		17.0	%	$	25,646		17.8	%	$	35,146		17.6	%
Other residential		1,163		2.2			4,520		5.2			5,968		4.6			6,412		4.4			7,992		4.0
Commercial(1)		24,682		46.1			41,471		47.8			73,209		56.8			75,515		52.2			93,942		47.0
Construction		6,996		13.0			12,670		14.7			14,544		11.3			19,708		13.6			32,043		16.1

Total real estate loans		47,891		89.4			78,271		90.3			115,665		89.7			127,281		88.0			169,123		84.7

Other Loans:
Consumer loans:
Home equity and improvement		4,190		7.8			4,989		5.8			4,964		3.9			5,608		3.9			6,511		3.2
Other		73		0.2			159		0.1			420		0.3			850		0.6			2,521		1.3

Total consumer loans		4,263		8.0			5,148		5.9			5,384		4.2			6,458		4.5			9,032		4.5

Other commercial loans		1,404		2.6			3,243		3.8			7,826		6.1			10,894		7.5			21,619		10.8

Total other loans		5,667		10.6			8,391		9.7			13,210		10.3			17,352		12.0			30,651		15.3

Total loans		53,558		100.0	%	$	86,662		100.0	%	$	128,875		100.0	%	$	144,633		100.0	%	$	199,774		100.0	%

(1) Total commercial real estate loans included industrial revenue bonds of $2.1 million, $2.3 million, $2.5 million, $3.0 million and $2.5 million at December 31, 2013, 2012, 2011, 2010 and 2009, respectively.

	December 31,
	2013					2012					2011					2010					2009
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	18,999		31.7	%	$	26,160		24.7	%	$	33,030		26.9	%	$	45,932		28.7	%	$	64,430		28.5	%
Other residential		6,423		10.7			15,434		14.6			17,012		13.8			16,866		10.5			19,241		8.5
Commercial(1)		15,421		25.7			35,431		33.5			39,413		32.0			53,189		33.2			71,963		31.9
Construction		319		0.5			1,552		1.5			3,471		2.8			7,298		4.6			10,550		4.7

Total real estate loans		41,162		68.6			78,577		74.3			92,926		75.5			123,285		77.0			166,184		73.6

Other Loans:
Consumer loans:
Student loans		510		0.9			512		0.5			505		0.4			1,276		0.8			1,063		0.5
Home equity and improvement		5,845		9.7			7,270		6.9			5,668		4.6			5,933		3.7			9,353		4.1
Other		10,182		17.0			14,434		13.6			18,951		15.4			25,348		15.8			35,030		15.5

Total consumer loans		16,537		27.6			22,216		21.0			25,124		20.4			32,557		20.3			45,446		20.1

Other commercial loans		2,315		3.8			4,967		4.7			4,986		4.1			4,321		2.7			14,320		6.3

Total other loans		18,852		31.4			27,183		25.7			30,110		24.5			36,878		23.0			59,766		26.4

Total loans		60,014		100.0	%	$	105,760		100.0	%	$	123,036		100.0	%	$	160,163		100.0	%	$	225,950		100.0	%

(1) Total commercial real estate loans included industrial revenue bonds of $1.8 million, $2.0 million, $3.0 million, $5.7 million and $9.0 million at December 31, 2013, 2012, 2011, 2010 and 2009, respectively.

	December 31, 2013					December 31, 2012					December 31, 2011
	Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	41,529		52.8	%	$	55,422		43.5	%	$	52,491		36.3	%
Other residential		5,488		7.0			6,615		5.2			2,897		2.0
Commercial(1)		27,426		34.9			45,267		35.5			45,183		31.3
Construction		1,273		1.5			4,471		3.5			24,645		17.0

Total real estate loans		75,716		96.2			111,775		87.7			125,216		86.6

Other Loans:
Consumer loans:
Student loans		---		---			---		---			---		---
Home equity and improvement		425		0.5			1,291		1.0			---		---
Other		433		0.6			904		0.7			3,438		2.4

Total consumer loans		858		1.1			2,195		1.7			3,438		2.4

Other commercial loans		2,124		2.7			13,448		10.6			15,972		11.0

Total other loans		2,982		3.8			15,643		12.3			19,410		13.4

Total loans	$	78,698		100.0	%	$	127,418		100.0	%	$	144,626		100.0	%

(1)	Total commercial real estate loans included industrial revenue bonds of $292,000, $373,000 and $574,000, at December 31, 2013, 2012 and 2011, respectively.

	December 31, 2013					December 31, 2012
	Amount		%			Amount		%
	(Dollars In Thousands)
Real Estate Loans:
Residential
One- to four- family	$	179,574		63.0	%	$	215,768		60.5	%
Other residential		29,517		10.5			45,879		12.9
Commercial(1)		27,530		9.8			33,202		9.3
Construction		612		---			134		---

Total real estate loans		237,233		83.3			294,983		82.7

Other Loans:
Consumer loans:
Student loans		---		---			---		---
Home equity and improvement		47,675		16.7			61,752		17.3
Other		4		0.0			41		0.0

Total consumer loans		47,679		16.7			61,793		17.3

Other commercial loans		65		---			70		---

Total other loans		47,744		16.7			61,863		17.3

Total loans	$	284,977		100.0	%	$	356,846		100.0	%


(1) Total commercial real estate loans included industrial revenue bonds of $0, at December 31, 2013 and 2012.

Through December 31, 2013, gross loan balances (due from the borrower) related to TeamBank were reduced approximately $382.6 million since the transaction date because of $248.6 million of principal repayments, $61.5 million of transfers to foreclosed assets and $72.5 million of charge-downs to customer loan balances. Gross loan balances (due from the borrower) related to Vantus Bank were reduced approximately $271.5 million since the transaction date because of $226.6 million of principal repayments, $16.3 million of transfers to foreclosed assets and $28.6 million of charge-downs to customer loan balances. Gross loan balances (due from the borrower) related to Sun Security Bank were reduced approximately $155.9 million since the transaction date because of $98.7 million of principal repayments, $26.1 million of transfers to foreclosed assets and $31.1million of charge-offs to customer loan balances. Gross loan balances (due from the borrower) related to InterBank were reduced approximately $108.3 million since the transaction date because of $79.9 million of principal repayments, $9.2 million of transfers to foreclosed assets and $19.2 million of charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisitions, we expected certain levels of foreclosures and charge-offs and actual results through December 31, 2013, related to TeamBank, Vantus Bank, Sun Security Bank and InterBank portfolios, have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield which are discussed in Note 4 of the accompanying audited financial statements, included in Item 8 of this Report.

	December 31,
	2013					2012					2011					2010					2009
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Fixed-Rate Loans:
Real Estate Loans
One- to four- family	$	94,566		4.1	%	$	103,442		5.1	%	$	127,736		6.7	%	$	109,703		6.5	%	$	92,164		5.2	%
Other residential		209,008		9.1			146,661		7.2			129,505		6.8			118,727		7.0			79,152		4.5
Commercial		397,618		17.2			330,196		16.3			321,226		16.9			255,678		15.0			211,862		12.0
Residential construction:
One- to four- family		17,270		0.8			18,024		0.9			28,177		1.4			27,168		1.6			26,547		1.5
Other residential		2,162		0.1			7,716		0.4			1,078		0.1			2,450		0.1			2,693		0.2
Commercial construction		156,142		6.8			126,756		6.3			88,671		4.7			76,383		4.5			29,941		1.7

Total real estate loans		876,766		38.1			732,795		36.2			696,393		36.6			590,109		34.7			442,359		25.1
Consumer		215,628		9.4			166,520		8.2			137,045		7.2			126,636		7.4			139,812		7.9
Other commercial		189,899		8.3			131,523		6.5			100,107		5.2			74,206		4.4			43,271		2.5
Total fixed rate loans		1,282,293		55.8			1,030,838		50.9			933,545		49.0			790,951		46.5			625,442		35.5

Adjustable-Rate Loans:
Real Estate Loans
One- to four- family		147,715		6.4			152,704		7.5			138,958		7.3			147,558		8.7			156,728		8.9
Other residential		116,591		5.1			120,857		6.0			114,238		6.0			88,332		5.2			106,605		6.1
Commercial		425,302		18.5			405,943		20.1			378,381		19.9			343,347		20.2			421,511		23.9
Residential construction:
One- to four- family		30,038		1.3			34,225		1.7			50,723		2.6			78,960		4.6			121,312		6.9
Other residential		30,826		1.3			19,840		1.0			26,748		1.4			7,550		0.4			19,319		1.1
Commercial construction		80,493		3.5			71,389		3.5			78,078		4.1			86,831		5.1			157,229		8.9

Total real estate loans		830,965		36.1			804,958		39.8			787,126		41.3			752,578		44.2			982,704		55.8
Consumer		59,631		2.6			54,130		2.7			46,977		2.5			46,523		2.7			46,508		2.6
Other commercial		125,370		5.5			133,108		6.6			136,277		7.2			111,674		6.6			108,007		6.1
Total adjustable -rate loans		1,015,966		44.2			992,196		49.1			970,380		51.0			910,775		53.5			1,137,219		64.5

Total Loans		2,298,259		100.0	%		2,023,034		100.0	%		1,903,925		100.0	%		1,701,726		100.0	%		1,762,661		100.0	%
Less:
Loans in process		194,544					157,574					103,424					63,108					54,729
Deferred fees and discounts		2,994					2,192					2,726					2,541					2,161
Allowance for loan losses		40,116					40,649					41,232

Maryland	43-1524856
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

1451 E. Battlefield, Springfield, Missouri	65804
(Address of Principal Executive Offices)	(Zip Code)

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market LLC

(1)	Includes loans held for sale.
(2)	Total commercial real estate loans included industrial revenue bonds of $42.2 million, $43.8 million, $59.8 million, $64.6 million and $61.0 million at December 31, 2013, 2012, 2011, 2010 and 2009, respectively.