Table of ~~Presentation for further discussion on the current presentation.~~Contents

NOTE 1. BASIS OF PRESENTATION

The interim unaudited Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended September 30, ~~2017~~2022 included in ~~Meta~~Pathward Financial, ~~Group,~~ Inc.’s (“~~Meta Financial”~~Pathward” or the “Company”) Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on November ~~29, 2017.~~22, 2022. Accordingly, footnote disclosures which would substantially duplicate the disclosures contained in the audited consolidated financial statements have been omitted.

The financial information of the Company included herein has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments), that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the three ~~month period~~months ended December 31, ~~2017~~2022 are not necessarily indicative of the results expected for the fiscal year ending September 30, ~~2018.~~2023.

~~In fiscal 2017,~~Certain prior year amounts have been reclassified to conform to the ~~Company early adopted Accounting Standards Update~~current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING STANDARDS UPDATES ("ASU") ~~2016-09,~~ ~~"Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting."~~ ~~The requirement to report~~

Significant accounting policies in effect and disclosed within the excess tax benefit related to settlements of share-based payment awards in earnings as an increase or (decrease) to income tax expense has been applied utilizing the prospective method. While the adoption of ASU 2016-09 requires retrospective application to all fiscal year periods presented, the Company elected to not recast previously reportedCompany’s most recent audited consolidated financial statements as ~~the impact was considered insignificant. However,~~of September 30, 2022 remain substantially unchanged. The following ASU became effective for the Company ~~reclassified stock compensation from financing to operating activities~~ on ~~the Consolidated Statement of Cash Flows as of December 31, 2017~~October 1, 2022, and ~~December 31, 2016.~~

~~NOTE 2. CREDIT DISCLOSURES~~

~~The allowance for loan losses represents management’s estimate of probable loan losses which~~did not have ~~been incurred as of the date of the consolidated financial statements. The allowance for loan losses is increased by~~ a provision for loan losses charged to expense and decreased by charge-offs (net of recoveries). Estimating the risk of loss and the amount of loss on any loan is necessarily subjective. Management’s periodic evaluation of the appropriateness of the allowance is basedmaterial impact on the Company’s ~~past loan loss experience, known~~significant accounting policies or Condensed Consolidated Financial Statements:

–ASU 2021-05, Leases (Topic 842): Lessors - Certain Leases with Variable Lease Payments.

NOTE 3. SIGNIFICANT EVENTS

Rebranding

On December 7, 2021, the Company executed a Purchase Agreement (the “Agreement”) with Beige Key, LLC (the “Assignee”) for the sale of all of the Company’s worldwide right, title and ~~inherent risks~~interest in and to company names and tradenames including Meta and other "Meta" formative names including MetaBank and Meta Financial Group, and the domain names, social media accounts and goodwill associated with the foregoing (collectively, the “Meta” tradenames) in exchange for $60.0 million in cash. Subject to the terms and conditions set forth in the ~~portfolio, adverse situations that may affect~~Agreement, the ~~borrower’s ability~~Company had one year from the Agreement execution date to ~~repay, the estimated value of any underlying collateral,~~phase out and ~~current economic conditions. While management may periodically allocate portions~~cease all use of the Meta tradenames.

The Company received $50.0 million upon execution and delivery of the Agreement, at which time the Meta tradenames were assigned to the Assignee. The remaining $10.0 million was released to the Company upon completion of phase out activities and recognized as noninterest income during the three months ended December 31, 2022.

The Company recognized $3.7 million and zero of noninterest expense related to rebranding efforts during the three months ended December 31, 2022 and 2021, respectively.

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NOTE 4. SECURITIES

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


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Debt Securities AFS
At December 31, 2022
Corporate securities	$	25,000	$	—	$	(3,688)	$	21,312
SBA securities	103,325		—		(7,560)		95,765
Obligations of states and political subdivisions	2,453		—		(102)		2,351
Non-bank qualified obligations of states and political subdivisions	283,301		10		(25,259)		258,052
Asset-backed securities	146,906		—		(11,630)		135,276
Mortgage-backed securities	1,554,936		—		(219,914)		1,335,022
Total debt securities AFS	$	2,115,921	$	10	$	(268,153)	$	1,847,778
At September 30, 2022
Corporate securities	$	25,000	$	—	$	(2,813)	$	22,187
SBA securities	105,238		—		(7,470)		97,768
Obligations of states and political subdivisions	2,469		—		(125)		2,344
Non-bank qualified obligations of states and political subdivisions	290,754		—		(26,971)		263,783
Asset-backed securities	160,806		—		(13,016)		147,790
Mortgage-backed securities	1,581,452		—		(232,455)		1,348,997
Total debt securities AFS	$	2,165,719	$	—	$	(282,850)	$	1,882,869

Debt Securities HTM
At December 31, 2022
Non-bank qualified obligations of states and political subdivisions	$	38,131	$	—	$	(2,647)	$	35,484
Mortgage-backed securities	2,434		—		(260)		2,174
Total debt securities HTM	$	40,565	$	—	$	(2,907)	$	37,658
At September 30, 2022
Non-bank qualified obligations of states and political subdivisions	$	39,093	$	—	$	(3,190)	$	35,903
Mortgage-backed securities	2,589		—		(321)		2,268
Total debt securities HTM	$	41,682	$	—	$	(3,511)	$	38,171

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Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, were as follows:


	LESS THAN 12 MONTHS				OVER 12 MONTHS				TOTAL
(Dollars in thousands)	Fair Value		Gross Unrealized (Losses)		Fair Value		Gross Unrealized (Losses)		Fair Value		Gross Unrealized (Losses)
Debt Securities AFS
At December 31, 2022
Corporate securities	$	—	$	—	$	21,313	$	(3,688)	$	21,313	$	(3,688)
SBA securities	79,470		(4,652)		16,294		(2,908)		95,764		(7,560)
Obligations of state and political subdivisions	255		(17)		2,096		(85)		2,351		(102)
Non-bank qualified obligations of states and political subdivisions	115,532		(9,588)		141,555		(15,671)		257,087		(25,259)
Asset-backed securities	59,854		(2,236)		75,422		(9,394)		135,276		(11,630)
Mortgage-backed securities	760,800		(88,928)		574,222		(130,986)		1,335,022		(219,914)
Total debt securities AFS	$	1,015,911	$	(105,421)	$	830,902	$	(162,732)	$	1,846,813	$	(268,153)
At September 30, 2022
Corporate securities	$	—	$	—	$	22,187	$	(2,813)	$	22,187	$	(2,813)
SBA securities	97,767		(7,470)		—		—		97,767		(7,470)
Obligations of state and political subdivisions	2,345		(125)		—		—		2,345		(125)
Non-bank qualified obligations of states and political subdivisions	195,816		(19,743)		67,967		(7,228)		263,783		(26,971)
Asset-backed securities	64,886		(1,838)		82,904		(11,178)		147,790		(13,016)
Mortgage-backed securities	816,657		(106,583)		532,340		(125,872)		1,348,997		(232,455)
Total debt securities AFS	$	1,177,471	$	(135,759)	$	705,398	$	(147,091)	$	1,882,869	$	(282,850)

Debt Securities HTM
At December 31, 2022
Non-bank qualified obligations of states and political subdivisions	$	—	$	—	$	35,485	$	(2,647)	$	35,485	$	(2,647)
Mortgage-backed securities	2,174		(260)		—		—		2,174		(260)
Total debt securities HTM	$	2,174	$	(260)	$	35,485	$	(2,647)	$	37,659	$	(2,907)
At September 30, 2022
Non-bank qualified obligations of states and political subdivisions	$	3,984	$	(300)	$	31,919	$	(2,890)	$	35,903	$	(3,190)
Mortgage-backed securities	2,268		(321)		—		—		2,268		(321)
Total debt securities HTM	$	6,252	$	(621)	$	31,919	$	(2890)	$	38,171	$	(3,511)

At December 31, 2022, there were 194 securities AFS in an unrealized loss position. All of the mortgage-backed securities ("MBS") in an unrealized loss position at December 31, 2022 were government guaranteed. Management assessed each investment security with unrealized losses for credit loss and determined substantially all unrealized losses on these securities were due to credit spreads and interest rates versus credit loss. As part of that assessment, management evaluated and concluded that it is more-likely-than-not that the Company will not be required and does not intend to sell any of the securities prior to recovery of the amortized cost. At December 31, 2022, there was no allowance for ~~specific problem loan situations, the entire allowance is available~~credit losses ("ACL") for ~~any loan charge-offs that occur.~~debt securities AFS.

~~Loans are considered impaired if full principal or interest payments are not probable in accordance with the contractual loan terms. Impaired loans are carried at the present value~~

Table of ~~expected future cash flows discounted at the loan’s effective interest rate or at the~~Contents

The amortized cost and fair value of debt securities by contractual maturity are shown below. Certain securities have call features that allow the ~~collateral if~~issuer to call the ~~loan is collateral dependent. A portion~~security prior to maturity. Expected maturities may differ from contractual maturities in MBS because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, MBS are not included in the maturity categories in the following maturity summary. The expected maturities of certain Small Business Administration ("SBA") securities may differ from contractual maturities because the ~~allowance for loan losses is allocated~~borrowers may have the right to ~~impaired loans if~~prepay the ~~value of such loans is deemed to be less than the unpaid balance.~~obligation. However, certain prepayment penalties may apply.


(Dollars in thousands)	At December 31, 2022				At September 30, 2022
Securities AFS at Fair Value	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	1,788	$	1,783	$	718	$	715
Due after one year through five years	8,834		8,349		9,921		9,395
Due after five years through ten years	89,916		81,020		89,921		81,819
Due after ten years	460,447		421,604		483,707		441,943
	560,985		512,756		584,267		533,872
Mortgage-backed securities	1,554,936		1,335,022		1,581,452		1,348,997
Total securities AFS, at fair value	$	2,115,921	$	1,847,778	$	2,165,719	$	1,882,869

Securities HTM at Fair Value



Due after ten years	$	38,131	$	35,484	$	39,093	$	35,903
	38,131		35,484		39,093		35,903
Mortgage-backed securities	2,434		2,174		2,589		2,268
Total securities HTM, at cost	$	40,565	$	37,658	$	41,682	$	38,171

Equity Securities

The allowance consists of specific, general and unallocated components. The specific component relates to impaired loans. For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers loans not considered impaired and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

Homogeneous loan populations are collectively evaluated for impairment. These loan populations may include commercial insurance premium finance loans, residential first mortgage loans secured by one-to-four family residences, residential construction loans, home equity and second mortgage loans, and tax product loans. Commercial and agricultural loans as well as mortgage loans secured by other properties are monitored regularly by the Bank given the larger balances. When analysis of the borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business is not adequate to meet its debt service requirements, the individual loan or loan relationship is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 210 days or more for commercial insurance premium finance, 180 days or more for tax and other national lending loans and 90 days or more for other loans. Non-accrual loans and all troubled debt restructurings are considered impaired. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

~~Loans receivable~~Company held $3.4 million at December 31, ~~2017~~2022 and $2.9 million at September 30, ~~2017~~2022 in marketable equity securities. The Company recognized zero and $2.3 million in unrealized loss on marketable equity securities during the three months ended December 31, 2022 and 2021, respectively, which is attributable to an investee becoming publicly traded during fiscal year 2021. All other marketable equity securities and related activity were ~~as follows:~~

December 31, 2017 September 30, 2017
(Dollars in Thousands)
1-4 Family Real Estate $ 203,967
$ 196,706
Commercial and Multi-Family Real Estate 654,029
585,510
Agricultural Real Estate 61,303
61,800
Consumer 274,981
163,004
Commercial Operating 56,516
35,759
Agricultural Operating 24,696
33,594
Commercial Insurance Premium Finance 235,671
250,459
Total Loans Receivable 1,511,163
1,326,832

Allowance for Loan Losses (8,862 ) (7,534 )
Net Deferred Loan Origination Fees (2,023 ) (1,461 )
Total Loans Receivable, Net $ 1,500,278
$ 1,317,837

~~Activity in the allowance for loan losses and balances of loans receivable by portfolio segment~~insignificant for the three months ended December 31, ~~2017~~2022 and ~~2016~~2021. No such securities were sold during the three months ended December 31, 2022.

Non-marketable equity securities with a readily determinable fair value totaled $7.8 million at December 31, 2022 and $7.2 million at September 30, 2022. The Company recognized $0.1 million in unrealized gains and $0.3 million in unrealized lossesduring the three months ended December 31, 2022 and 2021, respectively. No such securities were sold during the three months ended December 31, 2022.

Non-marketable equity securities without readily determinable fair value totaled $18.2 million at December 31, 2022 and $18.2 million at September 30, 2022. No such securities were sold during the three months ended December 31, 2022.

Federal Reserve Bank ("FRB") Stock

The Bank is required by federal law to subscribe to capital stock (divided into shares of $100 each) as a member of the FRB of Minneapolis with an amount equal to six per centum of the paid-up capital stock and surplus. One-half of the subscription is paid at time of application, and one-half is subject to call of the Board of Governors of the Federal Reserve System. FRB of Minneapolis stock held by the Bank totaled $19.7 million at December 31, 2022 and September 30, 2022. These equity securities are 'restricted' in that they can only be owned by member banks.

Federal Home Loan Bank ("FHLB") Stock

The Company's borrowings from the FHLB are secured by specific investment securities. Such advances can be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities.

The investments in the FHLB stock are required investments related to the Company's membership in and current borrowings from the FHLB of Des Moines. The investments in the FHLB of Des Moines could be adversely impacted by the financial operations of the FHLB and actions of their regulator, the Federal Housing Finance Agency.

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The FHLB stock is carried at cost since it is generally redeemable at par value. The carrying value of the stock held at the FHLB was $9.1 million at December 31, 2022 and at September 30, 2022.

These equity securities are ‘restricted’ in that they can only be sold back to the respective institution from which they were acquired or another member institution at par. Therefore, FRB and FHLB stocks are less liquid than other marketable equity securities, and the fair value approximates cost.

Equity Security Impairment

The Company evaluates impairment for investments held at cost on at least an annual basis based on the ultimate recoverability of the par value. All other equity investments, including those under the equity method, are reviewed for other-than-temporary impairment on at least a quarterly basis. The Company recognized no impairment for such investments for the three months ended December 31, 2022 and 2021, respectively.

NOTE 5. LOANS AND LEASES, NET

Loans and leases consist of the following:


(Dollars in thousands)	December 31, 2022		September 30, 2022
Term lending	$	1,160,100	$	1,090,289
Asset based lending	359,516		351,696
Factoring	338,594		372,595
Lease financing	189,868		210,692
Insurance premium finance	436,977		479,754
SBA/USDA	357,084		359,238
Other commercial finance	164,734		159,409
Commercial finance	3,006,873		3,023,673
Consumer credit products	130,750		144,353
Other consumer finance	56,180		25,306
Consumer finance	186,930		169,659
Tax services	30,364		9,098
Warehouse finance	279,899		326,850
Total loans and leases	3,504,066		3,529,280
Net deferred loan origination costs	5,664		7,025
Total gross loans and leases	3,509,730		3,536,305
Allowance for credit losses	(52,592)		(45,947)
Total loans and leases, net	$	3,457,138	$	3,490,358

During the three months ended December 31, 2022 and 2021, the Company originated $398.8 million and $385.6 million of consumer finance and SBA/USDA as held for sale, respectively.

The Company sold held for sale loans resulting in proceeds of $402.9 millionand gain on sale of $0.1 million during the three months ended December 31, 2022. The Company sold held for sale loans resulting in proceeds of $562.7 millionand loss on sale of $4.4 million during the three months ended December 31, 2021.

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Loans purchased and sold by portfolio segment, including participation interests, were as follows:


	Three Months Ended December 31,
(Dollars in thousands)		2022		2021
Loans Purchased






Loans held for investment:
Commercial finance		$	—	$	1,720


Warehouse finance		67,649		55,993

Total purchases		$	67,649	$	57,713
Loans Sold
Loans held for sale:
Commercial finance		$	855	$	33,023
Consumer finance		402,015		376,444


Community banking		—		153,222
Loans held for investment:




Community banking		—		30,235
Total sales		$	402,870	$	592,924

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


(Dollars in thousands)	December 31, 2022		September 30, 2022
Carrying amount	$	194,480	$	216,880
Unguaranteed residual assets	12,363		13,037
Unamortized initial direct costs	247		295
Unearned income	(16,975)		(19,225)
Total net investment in direct financing and sales-type leases	$	190,115	$	210,987

Undiscounted future minimum lease payments receivable for direct financing and sales-type leases, and a reconciliation to the carrying amount recorded at December 31, 2022 were as follows:


(Dollars in thousands)
Remaining in 2023	$	68,633
2024	66,589
2025	36,218
2026	14,037
2027	6,658
Thereafter	2,345

Total undiscounted future minimum lease payments receivable for direct financing and sales-type leases	194,480
Third-party residual value guarantees	—
Total carrying amount of direct financing and sales-type leases	$	194,480

The Company did not record any contingent rental income from direct financing and sales-type leases in the three months ended December 31, 2022.

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The COVID-19 pandemic began impacting the U.S. and global economies in the first calendar quarter of 2020, with significant deterioration of macroeconomic conditions and markets into 2021. Although macroeconomic conditions and markets have improved since the beginning of 2021, other factors have been affecting the economic environment in 2022 including geopolitical conflict, supply chain disruptions, inflation, and rising interest rates. While the ultimate impact of the pandemic and these other factors on the Company's loan and lease portfolio remains difficult to predict, management continues to evaluate the loan and lease portfolio in order to assess the impact on repayment sources and underlying collateral that could result in additional losses and the impact to our customers and businesses as a result of COVID-19 and other factors impacting the economy and will refine its estimate as developments occur and more information becomes available.

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


	Three Months Ended December 31, 2022
(Dollars in thousands)	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Allowance for credit losses:
Term lending	$	24,621	$	3,671	$	(1,817)	$	277	$	26,752
Asset based lending	1,050		2,853		—		—		3,903
Factoring	6,556		(764)		(121)		3		5,674
Lease financing	5,902		(438)		(406)		180		5,238
Insurance premium finance	1,450		(47)		(185)		43		1,261
SBA/USDA	3,263		(651)		—		20		2,632
Other commercial finance	1,310		2,046		—		—		3,356
Commercial finance	44,152		6,670		(2,529)		523		48,816
Consumer credit products	1,400		(137)		—		—		1,263
Other consumer finance	63		1,740		(179)		—		1,624
Consumer finance	1,463		1,603		(179)		—		2,887
Tax services	5		1,637		(1,731)		698		609
Warehouse finance	327		(47)		—		—		280
Total loans and leases	45,947		9,863		(4,439)		1,221		52,592
Unfunded commitments(1)	366		(87)		—		—		279
Total	$	46,313	$	9,776	$	(4,439)	$	1,221	$	52,871
(1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition.

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1-4 Family
Real Estate Commercial and
Multi-Family
Real Estate Agricultural
Real Estate Consumer Commercial
Operating Agricultural
Operating CML Insurance
Premium
Finance Unallocated Total
(Dollars in Thousands)
Three Months Ended December 31, 2017
Allowance for loan losses:
Beginning balance $ 803
$ 2,670
$ 1,390
$ 6
$ 158
$ 1,184
$ 796
$ 527
$ 7,534
Provision (recovery) for loan losses (118 ) 364
(210 ) 297
690
(380 ) 51
374
1,068
Charge offs (31 ) —
—
—
—
—
(129 ) —
(160 )
Recoveries —
—
—
367
46
—
7
—
420
Ending balance $ 654
$ 3,034
$ 1,180
$ 670
$ 894
$ 804
$ 725
$ 901
$ 8,862

Ending balance: individually evaluated for impairment —
—
—
—
—
—
—
—
—
Ending balance: collectively evaluated for impairment 654
3,034
1,180
670
894
804
725
901
8,862
Total $ 654
$ 3,034
$ 1,180
$ 670
$ 894
$ 804
$ 725
$ 901
$ 8,862

Loans:

Ending balance: individually
evaluated for impairment 95
707
—
61
—
1,052
—
—
1,915
Ending balance: collectively
evaluated for impairment 203,872
653,322
61,303
274,920
56,516
23,644
235,671
—
1,509,248
Total $ 203,967
$ 654,029
$ 61,303
$ 274,981
$ 56,516
$ 24,696
$ 235,671
$ —
$ 1,511,163


	Three Months Ended December 31, 2021
(Dollars in thousands)	Beginning Balance		Provision (Reversal)		Charge-offs		Recoveries		Ending Balance
Allowance for credit losses:
Term lending	$	29,351	$	(858)	$	(2,085)	$	314	$	26,722
Asset based lending	1,726		911		(16)		137		2,758
Factoring	3,997		12,502		(1,275)		18		15,242
Lease financing	7,629		(822)		(16)		66		6,857
Insurance premium finance	1,394		(270)		(177)		97		1,044
SBA/USDA	2,978		233		(217)		2		2,996
Other commercial finance	1,168		181		—		—		1,349
Commercial finance	48,243		11,877		(3,786)		634		56,968
Consumer credit products	1,242		385		—		—		1,627
Other consumer finance	6,112		1,560		(819)		107		6,960
Consumer finance	7,354		1,945		(819)		107		8,587
Tax services	2		(714)		(254)		2,567		1,601
Warehouse finance	420		47		—		—		467
Community banking	12,262		(12,684)		—		422		—
Total loans and leases	68,281		471		(4,859)		3,730		67,623
Unfunded commitments(1)	690		(285)		—		—		405
Total	$	68,971	$	186	$	(4,859)	$	3,730	$	68,028
(1) Reserve for unfunded commitments is recognized within other liabilities on the Condensed Consolidated Statements of Financial Condition.

Information on loans and leases that are deemed to be collateral dependent and are evaluated individually for the ACL was as follows:

1-4 Family
Real Estate Commercial and
Multi-Family
Real Estate Agricultural
Real Estate Consumer Commercial
Operating Agricultural
Operating CML Insurance
Premium
Finance Unallocated Total
(Dollars in Thousands)
Three Months Ended December 31, 2016
Allowance for loan losses:
Beginning balance $ 654
$ 2,198
$ 142
$ 51
$ 117
$ 1,332
$ 588
$ 553
$ 5,635
Provision (recovery) for loan losses —
(286 ) 334
(28 ) 691
(3 ) 110
25
843
Charge offs —
—
—
—
—
—
(118 ) —
(118 )
Recoveries —
—
—
24
5
12
14
—
55
Ending balance $ 654
$ 1,912
$ 476
$ 47
$ 813
$ 1,341
$ 594
$ 578
$ 6,415

Ending balance: individually
evaluated for impairment 11
—
—
—
339
—
—
—
350
Ending balance: collectively
evaluated for impairment 643
1,912
476
47
474
1,341
594
578
6,065
Total $ 654
$ 1,912
$ 476
$ 47
$ 813
$ 1,341
$ 594
$ 578
$ 6,415

Loans:

Ending balance: individually
evaluated for impairment 190
429
—
—
505
—
—
—
1,124
Ending balance: collectively
evaluated for impairment 172,687
440,083
64,014
173,164
50,319
33,617
179,508
—
1,113,392
Total $ 172,877
$ 440,512
$ 64,014
$ 173,164
$ 50,824
$ 33,617
$ 179,508
$ —
$ 1,114,516


(Dollars in thousands)	At December 31, 2022		At September 30, 2022
Term lending	$	2,847	$	2,885
Asset based lending	10,363		—
Factoring	—		550
Lease financing	3,153		2,787

SBA/USDA	1,151		1,199

Commercial finance(1)	17,514		7,421






Total	$	17,514	$	7,421
(1) For commercial finance, collateral dependent financial assets have collateral in the form of cash, equipment, or other business assets.

Management has identified certain structured finance credits for alternative energy projects in which a substantial cash collateral account has been established to mitigate credit risk. Due to the nature of the transactions and significant cash collateral positions, these credits are evaluated individually. The balance of these pass rated cash collateral loans totaled $153.0 million and $120.7 million at December 31, 2022 and at September 30, 2022, respectively.

Federal regulations ~~promulgated by the Bank's primary federal regulator, the Office of the Comptroller of the Currency (the "OCC"),~~ provide for the classification of loans and other assets such as debt and equity ~~securities.~~securities considered by the Bank's primary regulator, the Office of the Comptroller of the Currency (the “OCC”), to be of lesser quality as “substandard,” “doubtful” or “loss.” The loan classification and risk rating definitions ~~for the Company and its wholly-owned subsidiary, MetaBank (the "Bank"),~~ are ~~generally~~ as follows:

~~Pass-~~Pass - A pass asset is of sufficient quality in terms of repayment, collateral and management to preclude a special mention or an adverse rating.

~~Watch-~~Watch - A watch asset is generally a credit performing well under current terms and conditions but with identifiable weakness meriting additional scrutiny and corrective measures. Watch is not a regulatory classification but can be used to designate assets that are exhibiting one or more weaknesses that deserve management’s attention. These assets are of better quality than special mention assets.

Table of Contents

Special ~~Mention- Special~~Mention - A special mention ~~assets are credits~~asset is a credit with potential weaknesses deserving management’s close attention and, if left uncorrected, may result in deterioration of the repayment prospects for the asset. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Special mention is a temporary status with aggressive credit management required to garner adequate progress and move to watch or higher.

~~Substandard-~~The adverse classifications are as follows:

Substandard - A substandard asset is inadequately protected by the net worth and/or repayment ability or by a weak collateral position. Assets so classified will have well-defined weaknesses creating a distinct possibility ~~that~~ the Bank will sustain some loss if the weaknesses are not corrected. Loss potential does not have to exist for an asset to be classified as substandard.

~~Doubtful-~~Doubtful - A doubtful asset has weaknesses similar to those classified substandard, with the degree of weakness causing the likely loss of some principal in any reasonable collection effort. Due to pending factors, the asset’s classification as loss is not yet appropriate.

~~Loss-~~Loss - A loss asset is considered uncollectible and of such little value that the asset’s continuance on the ~~Company's~~Bank’s balance sheet is no longer warranted. This classification does not necessarily mean an asset has no recovery or salvage value leaving room for future collection efforts.

~~General allowances represent loss allowances which have been established to recognize the inherent risk~~Loans and leases, or portions thereof, are generally charged off when collection of principal becomes doubtful. Typically, this is associated with ~~lending activities, but which, unlike specific allowances,~~a delay or shortfall in payments of 210 days or more for commercial insurance premium finance, 120 days or more for consumer credit products and leases, and 90 days or more for commercial finance loans. Action is taken to charge off electronic return originator ("ERO") loans if such loans have not been ~~allocated to particular problem assets. When assets are classified as “loss,”~~collected by the ~~Company is required either to establish a specific allowance for losses equal to 100%~~end of ~~that portion~~June and refund advance loans if such loans have not been collected by the end of the ~~asset so classified or to charge-off such amount. The Company's determinations as to the classification of its assets~~calendar year. Nonaccrual loans and ~~the amount of its valuation allowances~~troubled debt restructurings are ~~subject to review by its regulatory authorities, which may order the establishment of additional general or specific loss allowances.~~generally individually evaluated for expected credit losses.

The Company recognizes that concentrations of credit may naturally occur and may take the form of a large volume of related loans and leases to an individual, a specific industry, or a geographic location. Credit concentration is a direct, indirect, or contingent obligation that has a common bond where the aggregate exposure equals or exceeds a certain percentage of the Company’s Tier 1 Capital plus the allowable Allowance for ~~Loan~~Credit Losses.

The Company has various portfolios of consumer finance and tax services loans that present unique risks that are statistically managed. Due to the unique risks associated with these portfolios, the Company monitors other credit quality indicators in their evaluation of the appropriateness of the allowance for credit losses on these portfolios, and as such, these loans are not included in the asset classification table below. The outstanding balances of consumer finance loans and tax services loans were $186.9 million and $30.4 million at December 31, ~~2017~~2022, respectively, and $169.7 million and $9.1 million at September 30, ~~2017 were as follows:~~

December 31, 2017 1-4 Family
Real Estate Commercial and
Multi-Family
Real Estate Agricultural
Real Estate Consumer Commercial
Operating Agricultural
Operating CML Insurance
Premium
Finance Total
(Dollars in Thousands)
Pass $ 203,035
$ 643,393
$ 28,794
$ 274,783
$ 56,245
$ 14,304
$ 235,671
$ 1,456,225
Watch 608
10,145
—
102
271
13
—
11,139
Special Mention 245
199
2,939
—
—
—
—
3,383
Substandard 79
292
29,570
96
—
10,379
—
40,416
Doubtful —
—
—
—
—
—
—
—
$ 203,967
$ 654,029
$ 61,303
$ 274,981
$ 56,516
$ 24,696
$ 235,671
$ 1,511,163

September 30, 2017 1-4 Family
Real Estate Commercial and
Multi-Family
Real Estate Agricultural
Real Estate Consumer Commercial
Operating Agricultural
Operating Premium
Finance Total
(Dollars in Thousands)
Pass $ 195,838
$ 574,730
$ 27,376
$ 163,004
$ 35,759
$ 18,394
$ 250,459
$ 1,265,560
Watch 525
10,200
2,006
—
—
4,541
—
17,272
Special Mention 247
201
2,939
—
—
—
—
3,387
Substandard 96
379
29,479
—
—
10,659
—
40,613
Doubtful —
—
—
—
—
—
—
—
$ 196,706
$ 585,510
$ 61,800
$ 163,004
$ 35,759
$ 33,594
$ 250,459
$ 1,326,832

~~One-to-Four Family Residential Mortgage Lending. One-to-four family residential mortgage loan originations are generated by the Company’s marketing efforts, its present customers, walk-in customers and referrals.~~2022, respectively. The Company offers fixed-rate and adjustable rate mortgage (“ARM”) loans for both permanent structures and those under construction. The Company’s one-to-four family residential mortgage originations are secured primarily by properties located in its primary market area and surrounding areas.

The Company originates one-to-four family residential mortgage loans with terms up to a maximum of 30 years and with loan-to-value ratios up to 100% of the lesser of the appraised value of the security property or the contract price. The Company generally requires that private mortgage insurance be obtained in an amount sufficient to reduce the Company’s exposure to at or below the 80% loan‑to‑value level. Residential loans generally do not include prepayment penalties. Due to consumer demand, the Company offers fixed-rate mortgage loans with terms up to 30 years, most of which conform to secondary market standards, such as Fannie Mae, Ginnie Mae, and Freddie Mac standards. The Company typically holds all fixed-rate mortgage loans and does not engage in secondary market sales. Interest rates charged on these fixed-rate loans are competitively priced according to market conditions.

The Company also currently offers five- and ten-year ARM loans. These loans have a fixed-rate for the stated period and, thereafter, adjust annually. These loans generally provide for an annual cap of up to 200amortized cost basis points and a lifetime cap of 600 basis points over the initial rate. As a consequence of using an initial fixed-rate and caps, the interest rates on these loans may not be as rate sensitive as the Company’s cost of funds. The Company’s ARMs do not permit negative amortization of principal and are not convertible into fixed-rate loans. The Company’s delinquency experience on its ARM loans has generally been similar to its experience on fixed-rate residential loans. The current low mortgage interest rate environment makes ARM loans relatively unattractive and very few are currently being originated.

In underwriting one-to-four family residential real estate loans, the Company evaluates both the borrower’s ability to make monthly payments and the value of the property securing the loan. Properties securing real estate loans made by the Company are appraised by independent appraisers approved by the Board of Directors of the Company. The Company generally requires borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. Real estate loans originated by the Company generally contain a “due on sale” clause allowing the Company to declare the unpaid principal balance due and payable upon the sale of the security property. The Company has not engaged in sub-prime residential mortgage originations.

~~Commercial and Multi-Family Real Estate Lending~~. The Company engages in commercial and multi-family real estate lending in its primary market area and surrounding areas and, in order to supplement its loan portfolio, has purchased whole loan and participation interests in loans from other financial institutions. The purchased loans and loan participation interests are generally secured by properties primarily located in the Midwest.

The Company’s commercial and multi-family real estate loan portfolio is secured primarily by apartment buildings, office buildings and hotels. Commercial and multi-family real estate loans generally are underwritten with terms not exceeding 20 years, have loan-to-value ratios of up to 80% of the appraised value of the security property, and are typically secured by guarantees of the borrowers. The Company has a variety of rate adjustment features and other terms in its commercial and multi-family real estate loan portfolio. Commercial and multi-family real estate loans provide for a margin over a number of different indices. In underwriting these loans, the Company analyzes the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Commercial and multi-family real estate loans generally present a higher level of risk than loans secured by one-to-four family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and ~~borrowers, the effect~~leases by asset classification and year of ~~general economic conditions on income producing properties and the increased difficulty~~origination was as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
At December 31, 2022	2023		2022		2021		2020		2019		Prior
Term lending
Pass	$	232,029	$	334,377	$	155,092	$	103,243	$	28,013	$	33,853	$	—	$	886,607
Watch	21,397		44,223		63,767		7,737		8,304		1,038		—		146,466
Special Mention	1,184		7,409		20,822		11,018		682		622		—		41,737
Substandard	2,741		24,094		22,333		23,005		6,757		3,409		—		82,339
Doubtful	—		993		832		676		389		61		—		2,951
Total	257,351		411,096		262,846		145,679		44,145		38,983		—		1,160,100
Asset based lending
Pass	—		—		—		—		—		—		143,772		143,772
Watch	—		—		—		—		—		—		166,726		166,726
Special Mention	—		—		—		—		—		—		27,796		27,796
Substandard	—		—		—		—		—		—		21,222		21,222

Table of ~~evaluating and monitoring these types~~Contents


Total	—		—		—		—		—		—		359,516		359,516
Factoring
Pass	—		—		—		—		—		—		236,882		236,882
Watch	—		—		—		—		—		—		78,018		78,018
Special Mention	—		—		—		—		—		—		10,658		10,658
Substandard	—		—		—		—		—		—		13,036		13,036

Total	—		—		—		—		—		—		338,594		338,594
Lease financing
Pass	6,090		24,003		37,972		45,399		3,600		3,511		—		120,575
Watch	2,958		12,272		10,154		6,760		7,808		612		—		40,564
Special Mention	—		—		1,516		754		1,136		130		—		3,536
Substandard	—		8,452		6,607		4,765		4,600		100		—		24,524
Doubtful	—		—		232		262		—		175		—		669
Total	9,048		44,727		56,481		57,940		17,144		4,528		—		189,868
Insurance premium finance
Pass	191,200		243,138		115		22		—		—		—		434,475
Watch	—		1,349		—		—		—		—		—		1,349
Special Mention	—		508		—		—		—		—		—		508
Substandard	—		375		3		—		—		—		—		378
Doubtful	—		264		3		—		—		—		—		267
Total	191,200		245,634		121		22		—		—		—		436,977
SBA/USDA
Pass	4,346		196,049		35,798		58,948		9,770		19,273		—		324,184
Watch	—		—		—		56		2,985		3,939		—		6,980
Special Mention	—		—		—		—		210		—		—		210
Substandard	—		—		66		6,943		8,494		10,207		—		25,710

Total	4,346		196,049		35,864		65,947		21,459		33,419		—		357,084
Other commercial finance
Pass	23		25,899		39,156		27,228		21,490		17,396		—		131,192
Watch	1,350		—		—		—		—		—		—		1,350

Substandard	2,860		—		29,070		—		—		262		—		32,192

Total	4,233		25,899		68,226		27,228		21,490		17,658		—		164,734
Warehouse finance
Pass	—		—		—		—		—		—		279,899		279,899




Total	—		—		—		—		—		—		279,899		279,899
Total loans and leases
Pass	433,688		823,466		268,133		234,840		62,873		74,033		660,553		2,557,586
Watch	25,705		57,844		73,921		14,553		19,097		5,589		244,744		441,453
Special Mention	1,184		7,917		22,338		11,772		2,028		752		38,454		84,445
Substandard	5,601		32,921		58,079		34,713		19,851		13,978		34,258		199,401
Doubtful	—		1,257		1,067		938		389		236		—		3,887
Total	$	466,178	$	923,405	$	423,538	$	296,816	$	104,238	$	94,588	$	978,009	$	3,286,772


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
At September 30, 2022	2022		2021		2020		2019		2018		Prior
Term lending
Pass	$	246,627	$	240,018	$	105,170	$	60,417	$	89,072	$	61,229	$	—	$	802,533
Watch	45,539		24,318		45,052		11,698		21,077		9,799		—		157,483
Special Mention	9,500		24,885		14,300		2,861		619		242		—		52,407
Substandard	10,627		16,694		12,248		23,266		10,457		2,255		—		75,547
Doubtful	175		407		469		872		204		192		—		2,319
Total	312,468		306,322		177,239		99,114		121,429		73,717		—		1,090,289
Asset based lending

Table of ~~loans. Furthermore, the repayment~~Contents


Pass	—		—		—		—		—		—		154,494		154,494
Watch	—		—		—		—		—		—		162,990		162,990
Special Mention	—		—		—		—		—		—		13,770		13,770
Substandard	—		—		—		—		—		—		20,442		20,442

Total	—		—		—		—		—		—		351,696		351,696
Factoring
Pass	—		—		—		—		—		—		254,883		254,883
Watch	—		—		—		—		—		—		86,219		86,219
Special Mention	—		—		—		—		—		—		9,174		9,174
Substandard	—		—		—		—		—		—		22,319		22,319

Total	—		—		—		—		—		—		372,595		372,595
Lease financing
Pass	7,407		38,818		31,408		26,552		12,361		823		—		117,369
Watch	8,799		17,098		10,284		6,655		2,899		151		—		45,886
Special Mention	151		6,151		2,644		481		2,876		2,811		—		15,114
Substandard	825		9,486		11,819		7,273		1,245		—		—		30,648
Doubtful	144		163		1,280		88		—		—		—		1,675
Total	17,326		71,716		57,435		41,049		19,381		3,785		—		210,692
Insurance premium finance
Pass	478,504		307		8		—		—		—		—		478,819
Watch	539		7		—		—		—		—		—		546
Special Mention	169		40		—		—		—		—		—		209
Substandard	106		46		—		—		—		—		—		152
Doubtful	14		14		—		—		—		—		—		28
Total	479,332		414		8		—		—		—		—		479,754
SBA/USDA
Pass	54,512		111,907		40,474		56,538		28,874		24,305		—		316,610
Watch	—		13,836		1,266		702		—		710		—		16,514
Special Mention	—		211		—		869		—		—		—		1,080
Substandard	4,149		10,968		4,278		—		1,094		4,545		—		25,034

Total	58,661		136,922		46,018		58,109		29,968		29,560		—		359,238
Other commercial finance
Pass	5,886		13,607		26,040		20,458		23,098		40,782		—		129,871


Substandard	—		9,538		—		—		—		20,000		—		29,538

Total	5,886		23,145		26,040		20,458		23,098		60,782		—		159,409
Warehouse finance
Pass	—		—		—		—		—		—		294,350		294,350

Special Mention	—		—		—		—		—		—		32,500		32,500


Total	—		—		—		—		—		—		326,850		326,850







Total loans and leases
Pass	792,936		404,657		203,100		163,965		153,405		127,139		703,727		2,548,929
Watch	54,877		55,259		56,602		19,055		23,976		10,660		249,209		469,638
Special Mention	9,820		31,287		16,944		4,211		3,495		3,053		55,444		124,254
Substandard	15,707		46,732		28,345		30,539		12,796		26,800		42,761		203,680
Doubtful	333		584		1,749		960		204		192		—		4,022
Total	$	873,673	$	538,519	$	306,740	$	218,730	$	193,876	$	167,844	$	1,051,141	$	3,350,523

Table of loans secured by commercial and multi-family real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, or a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.Contents

~~Agricultural Lending~~. The Company originates loans to finance the purchase of farmland, livestock, farm machinery and equipment, seed, fertilizer and other farm-related products. Agricultural operating loans are originated at either an adjustable or fixed rate of interest for up to a one year term or, in the case of livestock, upon sale. Such loans provide for payments of principal and interest at least annually or a lump sum payment upon maturity if the original term is less than one year. Loans secured by agricultural machinery are generally originated as fixed-rate loans with terms of up to seven years.

Agricultural real estate loans are frequently originated with adjustable rates of interest. Generally, such loans provide for a fixed rate of interest for the first five to ten years, after which the loan will balloon or the interest rate will adjust annually. These loans generally amortize over a period of 20 to 25 years. Fixed-rate agricultural real estate loans generally have terms up to ten years. Agricultural real estate loans are generally limited to 75% of the value of the property securing the loan.

Agricultural lending affords the Company the opportunity to earn yields higher than those obtainable on one-to-four family residential lending, but involves a greater degree of risk than one-to-four family residential mortgage loans because of the typically larger loan amount. In addition, payments on loans are dependent on the successful operation or management of the farm property securing the loan or for which an operating loan is utilized. The success of the loan may also be affected by many factors outside the control of the borrower.

Weather presents one of the greatest risks as hail, drought, floods, or other conditions can severely limit crop yields and thus impair loan repayments and the value of the underlying collateral. This risk can be reduced by the farmer with a variety of insurance coverages which can help to ensure loan repayment. Government support programs and the Company generally require that farmers procure crop insurance coverage. Grain and livestock prices also present a risk as prices may decline prior to sale, resulting in a failure to cover production costs. These risks may be reduced by the farmer with the use of futures contracts or options to mitigate price risk. The Company frequently requires borrowers to use futures contracts or options to reduce price risk and help ensure loan repayment. Another risk is the uncertainty of government programs and other regulations. During periods of low commodity prices, the income from government programs can be a significant source of cash for the borrower to make loan payments, and if these programs are discontinued or significantly changed, cash flow problems or defaults could result. Finally, many farms are dependent on a limited number of key individuals whose injury or death may result in an inability to successfully operate the farm.

~~Consumer Lending.~~ The Bank originates a variety of secured consumer loans, including home equity, home improvement, automobile and boat loans and loans secured by savings deposits. In addition, the Bank offers other secured and unsecured consumer loans and currently originates most of its community banking consumer loans in its primary market areas and surrounding areas. In addition, the Bank’s consumer lending portfolio includes two purchased student loan portfolios, the most recent purchased on October 11, 2017, along with consumer lending products offered through its payments segment.

The Bank's community banking consumer loan portfolio consists primarily of home equity loans and lines of credit. Substantially all of the Bank's home equity loans and lines of credit are secured by second mortgages on principal residences. The Bank will lend amounts which, together~~with all prior liens, may be up to 90% of the appraised value of the property securing the loan. Home equity loans and lines of credit generally have maximum terms of five years.~~

The Bank primarily originates automobile loans on a direct basis to the borrower, as opposed to indirect loans, which are made when the Bank purchases loan contracts, often at a discount, from automobile dealers which have extended credit to their customers. The Bank’s automobile loans typically are originated at fixed interest rates with terms of up to 60 months for new and used vehicles. Loans secured by automobiles are generally originated for up to 80% of the N.A.D.A. book value of the automobile securing the loan.

Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards employed by the Bank for consumer loans include an application, a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also may include a comparison of the value of the security, if any, in relation to the proposed loan amount.

Consumer loans may entail greater credit risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

On October 11, 2017, the Company completed the purchase of a $73.0 million, seasoned, floating rate, private student loan portfolio. All loans are indexed to one-month LIBOR. The portfolio is serviced by ReliaMax Lending Services LLC and insured by ReliaMax Surety Company. This portfolio purchase builds on the Company's existing student loan platform.

The Bank’s student loan portfolio that was purchased during the first quarter of fiscal year 2017 is a seasoned portfolio that is also serviced by ReliaMax Lending Services, LLC and insured by ReliaMax Surety Company. All loans in this portfolio are floating rate and indexed to the three-month LIBOR plus various margins.

Through its Payments segment, the Bank strives to offer consumers innovative payment products, including credit products. Most credit products have fallen into the category of portfolio lending. The Payments segment, including Specialty Consumer Services ("SCS"), continues its development of new alternative portfolio lending products primarily to serve its customer base and to provide innovative lending solutions to the unbanked and under-banked segment.

The Payments segment also provides short-term consumer refund advance loans. Taxpayers are underwritten to determine eligibility for the unsecured loans, which are, by design, interest and fee-free to the consumer. Due to the nature of consumer advance loans, it typically takes no more than three e-file cycles (the period of time between scheduled IRS payments) from when the return is accepted by the IRS to collect from the borrower. In the event of default, the Bank has no recourse against the tax consumer. Generally, when the refund advance loan becomes delinquent for 180 days or more, or when collection of principal becomes doubtful, the Company will charge off the loan balance.

~~Commercial Operating Lending~~. The Company also originates commercial operating loans. Most of the Company’s commercial operating loans have been extended to finance local and regional businesses and include short-term loans to finance machinery and equipment purchases, inventory and accounts receivable. Commercial loans also may involve the extension of revolving credit for a combination of equipment acquisitions and working capital in expanding companies. The Company also extends short-term commercial Electronic Return Originator ("ERO") advance loans through its Payments segment as described in more detail below.

The maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Generally, the maximum term on non-mortgage lines of credit is one year. The loan-to-value ratio on such loans and lines of credit generally may not exceed 80% of the value of the collateral securing the loan. ERO loans are not collateralized. The Company’s commercial operating lending policy includes credit file documentation and analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral as well as an evaluation of conditions affecting the borrower. Analysis of the borrower’s past, present and future cash flows is also an important aspect of the Company’s credit analysis. As described further below, such loans are believed to carry higher credit risk than more traditional lending activities.

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial operating loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial operating loans may be substantially dependent on the success of the business itself (which, in turn, is likely to be dependent upon the general economic environment). The Company’s commercial operating loans are usually, but not always, secured by business assets and personal guarantees. However, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Through its Payments segment, the Company also provides short-term ERO advance loans on a nation-wide basis. These loans are typically utilized to purchase tax preparation software and to prepare tax offices for the upcoming tax season. EROs go through an underwriting process to determine eligibility for the unsecured advances. Collection on ERO advances begins once the ERO begins to process refund transfers. Generally, when the ERO advance loan becomes delinquent for 120 days or more, or when collection of principal becomes doubtful, the Company will charge off the loan balance.

~~Commercial Insurance Premium Finance Lending~~. Through its AFS/IBEX division, the Bank provides short-term and primarily collateralized financing to facilitate the commercial customers’ purchase of insurance for various forms of risk otherwise known as commercial insurance premium financing. This includes, but is not limited to, policies for commercial property, casualty and liability risk. The AFS/IBEX division markets itself to the insurance community as a competitive option based on service, reputation, competitive terms, cost and ease of operation.

Commercial insurance premium financing is the business of extending credit to a policyholder to pay for insurance premiums when the insurance carrier requires payment in full at inception of coverage. Premiums are advanced either directly to the insurance carrier or through an intermediary/broker and repaid by the policyholder with interest during the policy term. The policyholder generally makes a 20% to 25% down payment to the insurance broker and finances the remainder over nine to ten months on average. The down payment is set such that if the policy is canceled, the unearned premium is typically sufficient to cover the loan balance and accrued interest.

Due to the nature of collateral for commercial insurance premium finance receivables, it customarily takes 60-210 days to convert the collateral into cash. In the event of default, AFS/IBEX, by statute and contract, has the power to cancel the insurance policy and establish a first position lien on the unearned portion of the premium from the insurance carrier. In the event of cancellation, the cash returned in payment of the unearned premium by the insurer has typically been sufficient to cover the receivable balance, the interest and other charges due. Due to notification requirements and processing time by most insurance carriers, many receivables will become delinquent beyond 90 days while the insurer is processing the return of the unearned premium. Generally, when a loan becomes delinquent for 210 days or more, or when collection of principal or interest becomes doubtful, the Company will charge off the loan balance and any remaining interest and fees after applying any collection from the insurance company.

Past due loans ~~at December 31, 2017~~ and ~~September 30, 2017~~leases were as follows:


(Dollars in thousands)	Accruing and Nonaccruing Loans and Leases												Nonperforming Loans and Leases
At December 31, 2022	30-59 Days Past Due		60-89 Days Past Due		> 89 Days Past Due		Total Past Due		Current		Total Loans and Leases Receivable		> 89 Days Past Due and Accruing		Nonaccrual Balance		Total
Loans held for sale	$	—	$	—	$	—	$	—	$	17,148	$	17,148	$	—	$	—	$	—

Term lending	12,706		8,917		10,715		32,338		1,127,762		1,160,100		7,180		8,694		15,874
Asset based lending	—		—		—		—		359,516		359,516		—		10,363		10,363
Factoring	—		—		—		—		338,594		338,594		—		705		705
Lease financing	4,012		1,690		3,228		8,930		180,938		189,868		3,016		3,912		6,928
Insurance premium finance	2,969		1,122		3,085		7,176		429,801		436,977		3,085		—		3,085
SBA/USDA	287		—		252		539		356,545		357,084		—		1,403		1,403
Other commercial finance	—		—		—		—		164,734		164,734		—		—		—
Commercial finance	19,974		11,729		17,280		48,983		2,957,890		3,006,873		13,281		25,077		38,358
Consumer credit products	2,719		2,485		2,424		7,628		123,122		130,750		2,429		—		2,429
Other consumer finance	38		48		69		155		56,025		56,180		64		—		64
Consumer finance	2,757		2,533		2,493		7,783		179,147		186,930		2,493		—		2,493
Tax services	—		—		—		—		30,364		30,364		—		—		—
Warehouse finance	—		—		—		—		279,899		279,899		—		—		—
Total loans and leases held for investment	22,731		14,262		19,773		56,766		3,447,300		3,504,066		15,774		25,077		40,851
Total loans and leases	$	22,731	$	14,262	$	19,773	$	56,766	$	3,464,448	$	3,521,214	$	15,774	$	25,077	$	40,851


(Dollars in thousands)	Accruing and Nonaccruing Loans and Leases												Nonperforming Loans and Leases
At September 30, 2022	30-59 Days Past Due		60-89 Days Past Due		> 89 Days Past Due		Total Past Due		Current		Total Loans and Leases Receivable		> 89 Days Past Due and Accruing		Nonaccrual Balance		Total
Loans held for sale	$	—	$	—	$	—	$	—	$	21,071	$	21,071	$	—	$	—	$	—

Term lending	14,066		2,576		4,458		21,100		1,069,189		1,090,289		2,035		7,576		9,611
Asset based lending	—		—		68		68		351,628		351,696		39		29		68
Factoring	—		—		—		—		372,595		372,595		—		569		569
Lease financing	8,265		2,253		1,714		12,232		198,460		210,692		440		3,750		4,190
Insurance premium finance	2,550		1,379		1,628		5,557		474,197		479,754		1,628		—		1,628
SBA/USDA	—		—		—		—		359,238		359,238		—		1,451		1,451
Other commercial finance	—		—		—		—		159,409		159,409		—		—		—
Commercial finance	24,881		6,208		7,868		38,957		2,984,716		3,023,673		4,142		13,375		17,517
Consumer credit products	3,209		2,558		2,669		8,436		135,917		144,353		2,669		—		2,669
Other consumer finance	113		51		124		288		25,018		25,306		124		—		124
Consumer finance	3,322		2,609		2,793		8,724		160,935		169,659		2,793		—		2,793
Tax services	—		—		8,873		8,873		225		9,098		8,873		—		8,873
Warehouse finance	—		—		—		—		326,850		326,850		—		—		—

Total loans and leases held for investment	28,203		8,817		19,534		56,554		3,472,726		3,529,280		15,808		13,375		29,183
Total loans and leases	$	28,203	$	8,817	$	19,534	$	56,554	$	3,493,797	$	3,550,351	$	15,808	$	13,375	$	29,183

Table of Contents

Accruing and Non-accruing Loans Nonperforming Loans
December 31, 2017 30-59 Days
Past Due 60-89 Days
Past Due > 89 Days Past Due Total Past
Due Current Total Loans
Receivable > 89 Days Past Due and Accruing Non-accrual balance Total
(Dollars in Thousands)
1-4 Family Real Estate $ 106
$ —
$ 234
$ 340
$ 203,627
203,967
234
$ —
$ 234
Commercial and Multi-Family Real Estate —
284
—
284
653,745
654,029
—
284
284
Agricultural Real Estate —
—
27,818
27,818
33,485
61,303
27,818
—
27,818
Consumer 4,192
2,015
1,624
7,831
267,150
274,981
1,624
—
1,624
Commercial Operating —
—
—
—
56,516
56,516
—
—
—
Agricultural Operating —
—
—
—
24,696
24,696
—
—
—
CML Insurance Premium Finance 1,594
592
3,194
5,380
230,291
235,671
3,194
—
3,194
Total $ 5,892
$ 2,891
$ 32,870
$ 41,653
$ 1,469,510
1,511,163
32,870
$ 284
$ 33,154

Accruing and Non-accruing Loans Nonperforming Loans
September 30, 2017 30-59 Days
Past Due 60-89 Days
Past Due > 89 Days Past Due Total Past
Due Current Total Loans
Receivable > 89 Days Past Due and Accruing Non-accrual balance Total
(Dollars in Thousands)
1-4 Family Real Estate $ 370
$ 79
$ —
$ 449
$ 196,257
$ 196,706
—
$ —
$ —
Commercial and Multi-Family Real Estate 295
—
390
685
584,825
585,510
—
685
685
Agricultural Real Estate —
—
34,198
34,198
27,602
61,800
34,198
—
34,198
Consumer 2,512
558
1,406
4,476
158,528
163,004
1,406
—
1,406
Commercial Operating —
—
—
—
35,759
35,759
—
—
—
Agricultural Operating —
—
97
97
33,497
33,594
97
—
97
CML Insurance Premium Finance 1,509
2,442
1,205
5,156
245,303
250,459
1,205
—
1,205
Total $ 4,686
$ 3,079
$ 37,296
$ 45,061
$ 1,281,771
$ 1,326,832
36,906
$ 685
$ 37,591

When analysis of borrower operating results and financial condition indicates that underlying cash flows of the borrower’s business are not adequate to meet its debt service requirements, the loan is evaluated for impairment. Often this is associated with a delay or shortfall in payments of 210 days or more for commercial insurance premium finance loans, 180 days or more for refund advance loans, 120 days or more for ERO advanceNonaccrual loans and leases by year of origination were as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total		Nonaccrual with No ACL
At December 31, 2022	2023		2022		2021		2020		2019		Prior
Term lending	$	—	$	1,454	$	1,783	$	1,627	$	3,691	$	139	$	—	$	8,694	$	2,847
Asset based lending	—		—		—		—		—		—		10,363		10,363		—
Factoring	—		—		—		—		—		—		705		705		—
Lease financing	—		—		804		1,188		1,736		184		—		3,912		713

SBA/USDA	—		—		—		1,151		—		252		—		1,403		1,151

Commercial finance	—		1,454		2,587		3,966		5,427		575		11,068		25,077		4,711





Total nonaccrual loans and leases	$	—	$	1,454	$	2,587	$	3,966	$	5,427	$	575	$	11,068	$	25,077	$	4,711


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total		Nonaccrual with No ACL
At September 30, 2022	2022		2021		2020		2019		2018		Prior
Term lending	$	251	$	1,110	$	1,964	$	989	$	3,096	$	166	$	—	$	7,576	$	2,885
Asset based lending	—		—		—		—		—		—		29		29		—
Factoring	—		—		—		—		—		—		569		569		550
Lease financing	977		310		2,442		13		8		—		—		3,750		—

SBA/USDA	—		—		1,199		—		—		252		—		1,451		1,199

Commercial finance	1,228		1,420		5,605		1,002		3,104		418		598		13,375		4,634





Total nonaccrual loans and leases	$	1,228	$	1,420	$	5,605	$	1,002	$	3,104	$	418	$	598	$	13,375	$	4,634

Loans and leases that are 90 days or more ~~for other loan categories. As~~delinquent and accruing by year of ~~December 31, 2017, there~~origination were ~~no commercial insurance premium finance~~as follows:


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
At December 31, 2022	2023		2022		2021		2020		2019		Prior
Term lending	$	—	$	358	$	6,136	$	472	$	170	$	44	$	—	$	7,180


Lease financing	—		2,754		75		126		40		21		—		3,016
Insurance premium finance	—		3,073		7		5		—		—		—		3,085


Commercial finance	—		6,185		6,218		603		210		65		—		13,281
Consumer credit products	—		1,816		535		29		44		—		5		2,429
Other consumer finance	—		—		—		—		—		—		64		64
Consumer finance	—		1,816		535		29		44		—		69		2,493


Total 90 days or more delinquent and accruing	$	—	$	8,001	$	6,753	$	632	$	254	$	65	$	69	$	15,774

Table of Contents


	Amortized Cost Basis
(Dollars in thousands)	Term Loans and Leases by Origination Year												Revolving Loans and Leases		Total
At September 30, 2022	2022		2021		2020		2019		2018		Prior
Term lending	$	207	$	720	$	716	$	130	$	70	$	192	$	—	$	2,035
Asset based lending	—		—		—		—		—		—		39		39

Lease financing	8		158		98		131		45		—		—		440
Insurance premium finance	1,513		110		5		—		—		—		—		1,628


Commercial finance	1,728		988		819		261		115		192		39		4,142
Consumer credit products	2,123		481		42		23		—		—		—		2,669
Other consumer finance	—		124		—		—		—		—		—		124
Consumer finance	2,123		605		42		23		—		—		—		2,793
Tax services	8,873		—		—		—		—		—		—		8,873

Total 90 days or more delinquent and accruing	$	12,724	$	1,593	$	861	$	284	$	115	$	192	$	39	$	15,808

Certain loans ~~greater than 210~~and leases 90 days or more past due as to interest or principal continue to accrue because they are (1) well-secured and in the process of collection or (2) consumer loans exempt under regulatory rules from being classified as nonaccrual until later delinquency, usually 120 days past due.

Total loans past due decreased $3.4 million to $41.7 million at December 31, 2017 from $45.1 million at September 30, 2017. This decrease was due to a $4.4 million decrease in loans greater than 90 days past due. The primary driver of the decrease in loans greater than 90 days past due included the payoff of a large nonperforming agricultural loan relationship during the first quarter of fiscal 2018.

~~Impaired loans at December 31, 2017 and September 30, 2017 were as follows:~~

Recorded
Balance Unpaid Principal
Balance Specific
Allowance
December 31, 2017 (Dollars in Thousands)
Loans without a specific valuation allowance
1-4 Family Real Estate $ 95
$ 95
$ —
Commercial and Multi-Family Real Estate 707
707
—
Consumer 61
61
—
Agricultural Operating 1,052
1,052
—
Total $ 1,915
$ 1,915
$ —

Recorded
Balance Unpaid Principal
Balance Specific
Allowance
September 30, 2017 (Dollars in Thousands)
Loans without a specific valuation allowance
1-4 Family Real Estate $ 72
$ 72
$ —
Commercial and Multi-Family Real Estate 1,109
1,109
—
Total $ 1,181
$ 1,181
$ —

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


	Three Months Ended December 31,
(Dollars in thousands)		2022		2021
Term lending		$	8,796	$	13,922
Asset based lending		4,272		4,011
Factoring		708		12,247
Lease financing		3,623		3,033

SBA/USDA		1,420		216

Commercial finance		18,819		33,429






Total loans and leases		$	18,819	$	33,429

The recognized interest income on the Company's nonaccrual loans and leases for the three ~~month periods~~months ended December 31, ~~2017~~2022 and ~~2016.~~2021 was not significant.

Three Months Ended December 31,
2017 2016
Average
Recorded
Investment Average
Recorded
Investment
(Dollars in Thousands)
1-4 Family Real Estate $ 80
$ 172
Commercial and Multi-Family Real Estate 975
432
Consumer 20
—
Commercial Operating —
168
Agricultural Operating 351
—
Total $ 1,426
$ 772

The Company’s troubled debt restructurings ~~(“TDR”~~("TDRs") typically involve forgiving a portion of interest or principal on existing loans, or making loans at a rate materially less than current market ~~rates.There~~rates, or extending the term of the loan. No loans were ~~$1.1 million of loans~~ modified in a TDR during the three ~~month period~~months ended December 31, ~~2017~~2022. There were $10.1 million of commercial finance loans and no$0.1 million of consumer finance loans that were modified in a TDR during the three ~~month period~~months ended December 31, ~~2016. Additionally, there~~2021, all of which were ~~no TDR loans for which there was a payment default during~~modified to extend the ~~three month periods ended December 31, 2017 or 2016 that had been modified during~~term of the ~~12-month period prior to the default.~~loan.

~~NOTE 3. ALLOWANCE FOR LOAN LOSSES~~

At December 31, 2017, the Company’s allowance for loan losses increased to $8.9 million from $7.5 million at September 30, 2017. This increase was primarily due to the additional provision expense related to tax advance loans. During the three months ended December 31, ~~2017,~~2022, the Company ~~recorded a provision for loan losses of $1.1 million compared to $0.8 million for the same period of the prior year. The Company~~ had ~~$0.3~~$0.1 million of ~~net recoveries~~commercial finance loans that were modified in a TDR within the previous 12 months and for which there was a payment default. During the three months ended December 31, ~~2017, compared to $0.1~~2021, the Company had $2.3 million of commercial finance loans and $0.5 million of consumer finance loans that were modified in a TDR within the previous 12 months and for which there was a payment default. TDR net charge-offs and the impact of TDRs on the Company's allowance for credit losses were insignificant during the three months ended December 31, ~~2016.~~

~~The allowance for loan losses is established through the provision for loan losses based on management’s evaluation of the risk inherent in its loan portfolio~~2022 and changes in the nature and volume of its loan activity, including those loans which are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectability may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an appropriate loan loss allowance.

Management closely monitors economic developments both regionally and nationwide, and considers these factors when assessing the appropriateness of its allowance for loan losses. The current economic environment continues to show signs of improvement in the Bank’s markets. The Bank’s average loss rates over the past three years for community banking loans were relatively low compared to peers, but was offset with a higher agricultural loss rate in fiscal year 2016 driven by the charge off of one relationship. Although the Bank’s four market areas have indirectly benefited from a stable agricultural market, the market has become slightly stressed as commodity prices have generally remained lower than a few years ago. Management believes the low commodity prices and adverse weather conditions have the potential to negatively impact the economies of our agricultural markets. The improving economic conditions have also kept the loss rates on the national lending loans as well as the tax service loans relatively low.

Management believes that, based on a detailed review of the loan portfolio, historic loan losses, current economic conditions, the size of the loan portfolio and other factors, the current level of the allowance for loan losses at December 31, 2017, reflects an appropriate allowance against probable losses from the loan portfolio. Although the Company maintains its allowance for loan losses at a level it considers to be appropriate, investors and others are cautioned that there can be no assurance that future losses will not exceed estimated amounts, or that additional provisions for loan losses will not be required in future periods. In addition, the Company’s determination2021.

Table of ~~the allowance for loan losses is subject to review by the OCC, which can require the establishment of additional general or specific allowances.~~Contents

Real estate properties acquired through foreclosure are recorded at the lesser of fair value or the recorded investment. If fair value at the date of foreclosure is lower than the balance of the related loan, the difference will be charged to the allowance for loan losses at the time of transfer. Valuations are periodically updated by management and, if the value declines, a specific provision for losses on such property is established by a charge to operations.

NOTE 4.6. EARNINGS PER COMMON SHARE ("EPS")

~~Earnings per share is computed after deducting dividends.~~ The Company has granted restricted share awards with dividend rights that are considered to be participating securities. Accordingly, a portion of the Company’s earnings is allocated to those participating securities in the earnings per share ~~calculation.~~calculation under the two-class method. Basic ~~earnings per share~~EPS is computed using the two-class method by dividing income available to common stockholders after the allocation of dividends and undistributed earnings to the participating securities by the weighted average number of common shares outstanding for the period. Diluted ~~earnings per share~~EPS is calculated using the more dilutive of the treasury stock method or the two-class method. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, and is computed after giving consideration to the weighted average dilutive effect of the Company’s stock options, performance share units, and ~~after~~nonvested restricted stock, where applicable. Diluted EPS under the two-class method also considers the allocation of earnings to the participating securities. Antidilutive ~~options~~securities are disregarded in ~~the~~ earnings per share calculations. Diluted EPS shown below reflects the two-class method, as diluted EPS under the two-class method was more dilutive than under the treasury stock method.

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


	Three Months Ended December 31,
(Dollars in thousands, except per share data)		2022		2021
Basic income per common share:
Net income attributable to Pathward Financial, Inc.		$	27,842	$	61,324
Dividends and undistributed earnings allocated to participating securities		(403)		(953)
Basic net earnings available to common stockholders		27,439		60,371
Undistributed earnings allocated to nonvested restricted stockholders		383		929
Reallocation of undistributed earnings to nonvested restricted stockholders		(382)		(929)


Diluted net earnings available to common stockholders		$	27,440	$	60,371

Total weighted-average basic common shares outstanding		28,024,541		30,238,621
Effect of dilutive securities(1)

Performance share units		62,282		22,034

Total effect of dilutive securities		62,282		22,034
Total weighted-average diluted common shares outstanding		28,086,823		30,260,655

Net earnings per common share:
Basic earnings per common share		$	0.98	$	2.00
Diluted earnings per common share(2)		$	0.98	$	2.00

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

(2) Excluded from the computation of diluted earnings per share for the three months ended December 31, ~~2017~~2022 and ~~2016 is presented below.~~2021, respectively, were 411,794 and 477,488 weighted average shares of nonvested restricted stock because their inclusion would be anti-dilutive.

Three Months Ended December 31, 2017 2016
(Dollars in Thousands, Except Share and Per Share Data)
Basic income per common share:
     Net income attributable to Meta Financial Group, Inc. $ 4,670
$ 1,244
Weighted average common shares outstanding 9,656,778
8,938,339
     Basic income per common share 0.48
0.14

Diluted income per common share:
     Net income attributable to Meta Financial Group, Inc. $ 4,670
$ 1,244
Weighted average common shares outstanding 9,656,778
8,938,339
     Outstanding options - based upon the two-class method 56,063
63,061
Weighted average diluted common shares outstanding 9,712,841
9,001,400
     Diluted income per common share 0.48
0.14

Table of Contents

NOTE ~~5. SECURITIES~~7. RENTAL EQUIPMENT, NET

~~During the first quarter of fiscal 2018, the Company early adopted Accounting Standard Update ("ASU") 2017-12,~~ ~~"Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities."~~ ~~Due to the early adoption~~Rental equipment consists of the ~~ASU, the Company transferred $204.7 million of investment securities and $101.3 million of MBS from HTM~~following:


(Dollars in thousands)	December 31, 2022		September 30, 2022
Computers and IT networking equipment	$	20,176	$	21,669
Motor vehicles and other	110,196		107,648
Other furniture and equipment	58,624		34,254
Solar panels and equipment	141,759		133,765
Total	330,755		297,336

Accumulated depreciation	(100,921)		(94,355)
Unamortized initial direct costs	1,295		1,390
Net book value	$	231,129	$	204,371

Future minimum lease payments expected to ~~AFS during the first quarter of fiscal 2018. This change allows~~be received for ~~enhanced balance sheet management and provides the opportunity for more liquidity, should it be needed.~~

~~The amortized cost, gross unrealized gains and losses and estimated fair values of available for sale and held to maturity securities~~operating leases at December 31, ~~2017 and September 30, 2017 are presented below.~~2022 were as follows:


(Dollars in thousands)
Remaining in 2023	$	29,248
2024	32,077
2025	24,537
2026	16,058
2027	9,912
Thereafter	10,930
Total	$	122,762

Table of Contents

Available For Sale
At December 31, 2017 AMORTIZED
COST
GROSS
UNREALIZED
GAINS

GROSS
UNREALIZED
(LOSSES)

FAIR
VALUE
(Dollars in Thousands)
Debt securities
Small business administration securities 56,602
349
(3 ) 56,948
Obligations of states and political subdivisions 14,513
123
(26 ) 14,610
Non-bank qualified obligations of states and political subdivisions 1,212,661
16,079
(5,710 ) 1,223,030
Asset-backed securities 93,486
2,337
—
95,823
Mortgage-backed securities 606,338
198
(6,424 ) 600,112
Total debt securities 1,983,600
19,086
(12,163 ) 1,990,523
Common equities and mutual funds 1,298
532
(1 ) 1,829
Total available for sale securities $ 1,984,898
$ 19,618
$ (12,164 ) $ 1,992,352
NOTE 8. GOODWILL AND INTANGIBLE ASSETS

At September 30, 2017 AMORTIZED
COST
GROSS
UNREALIZED
GAINS
GROSS
UNREALIZED
(LOSSES)
FAIR
VALUE
(Dollars in Thousands)
Debt securities
Small business administration securities 57,046
825
—
57,871
Non-bank qualified obligations of states and political subdivisions 938,883
14,983
(3,037 ) 950,829
Asset-backed securities 94,451
2,381
—
96,832
Mortgage-backed securities 588,918
1,259
(3,723 ) 586,454
Total debt securities 1,679,298
19,448
(6,760 ) 1,691,986
Common equities and mutual funds 1,009
436
—
1,445
Total available for sale securities $ 1,680,307
$ 19,884
$ (6,760 ) $ 1,693,431

Held to Maturity
At December 31, 2017 AMORTIZED
COST
GROSS
UNREALIZED
GAINS

GROSS
UNREALIZED
(LOSSES)

FAIR
VALUE
(Dollars in Thousands)
Debt securities
Obligations of states and political subdivisions $ 4,341
$ 26
$ (25 ) $ 4,342
Non-bank qualified obligations of states and political subdivisions 230,683
336
(3,537 ) 227,482
Mortgage-backed securities 8,468
—
(148 ) 8,320
Total held to maturity securities $ 243,492
$ 362
$ (3,710 ) $ 240,144

At September 30, 2017 AMORTIZED
COST
GROSS
UNREALIZED
GAINS
GROSS
UNREALIZED
(LOSSES)
FAIR
VALUE
(Dollars in Thousands)
Debt securities
Obligations of states and political subdivisions $ 19,247
$ 157
$ (36 ) $ 19,368
Non-bank qualified obligations of states and political subdivisions 430,593
4,744
(2,976 ) 432,361
Mortgage-backed securities 113,689
—
(1,233 ) 112,456
Total held to maturity securities $ 563,529
$ 4,901
$ (4,245 ) $ 564,185

Management has implemented a process to identify securities with potential credit impairment that are other-than-temporary. This process involves evaluation of the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer, monitoring the rating, watch, and outlook of the security, monitoring changes in value, cash flow projections, and the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

For all securities considered temporarily impaired, the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost, which may occur at maturity. The Company ~~believes it will collect all principal and interest due on all investments with amortized cost in excess~~held a total of ~~fair value and considered only temporarily impaired.~~

~~GAAP requires that, at acquisition, an enterprise classify debt securities into one~~$309.5 million of three categories: Available for Sale (“AFS”), Held to Maturity (“HTM”) or trading. AFS securities are carried at fair value on the consolidated statements of financial condition, and unrealized holding gains and losses are excluded from earnings and recognized as a separate component of equity in accumulated other comprehensive income (“AOCI”). HTM debt securities are measured at amortized cost. Both AFS and HTM are subject to review for other-than-temporary impairment. The Company did not have any trading securitiesgoodwill at December 31, ~~2017 or September 30, 2017.~~

~~Gross unrealized losses and fair value, aggregated by investment category and length~~2022. The recorded goodwill is a result of ~~time~~multiple business combinations that ~~individual securities~~occurred from 2015 to 2018. There have been ~~in a continuous unrealized loss position at December 31, 2017 and September 30, 2017, were as follows:~~

Available For Sale LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL
At December 31, 2017 Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses)
(Dollars in Thousands)
Debt securities
Small business administration securities $ 14,236
$ (3 ) $ —
$ —
$ 14,236
$ (3 )
Obligations of states and political subdivisions 3,139
(26 ) —
—
3,139
(26 )
Non-bank qualified obligations of states and political subdivisions 553,626
(4,945 ) 16,045
(765 ) 569,671
(5,710 )
Mortgage-backed securities 234,672
(1,275 ) 296,252
(5,149 ) 530,924
(6,424 )
Total debt securities 805,673
(6,249 ) 312,297
(5,914 ) 1,117,970
(12,163 )
Common equities and mutual funds 1,829
(1 ) —
—
1,829
(1 )
Total available for sale securities $ 807,502
$ (6,250 ) $ 312,297
$ (5,914 ) $ 1,119,799
$ (12,164 )

LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL
At September 30, 2017 Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses)
(Dollars in Thousands)
Debt securities
Non-bank qualified obligations of states and political subdivisions 280,900
(2,887 ) 5,853
(150 ) 286,753
(3,037 )
Mortgage-backed securities 237,897
(1,625 ) 100,287
(2,098 ) 338,184
(3,723 )
Total debt securities 518,797
(4,512 ) 106,140
(2,248 ) 624,937
(6,760 )
Total available for sale securities $ 518,797
$ (4,512 ) $ 106,140
$ (2,248 ) $ 624,937
$ (6,760 )

Held To Maturity LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL
At December 31, 2017 Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses)
(Dollars in Thousands)
Debt securities
Obligations of states and political subdivisions $ 1,261
$ (3 ) $ 2,147
$ (22 ) $ 3,408
$ (25 )
Non-bank qualified obligations of states and political subdivisions 114,999
(1,789 ) 80,813
(1,748 ) 195,812
(3,537 )
Mortgage-backed securities —
—
8,320
(148 ) 8,320
(148 )
Total held to maturity securities $ 116,260
$ (1,792 ) $ 91,280
$ (1,918 ) $ 207,540
$ (3,710 )

LESS THAN 12 MONTHS OVER 12 MONTHS TOTAL
At September 30, 2017 Fair
Value Unrealized
(Losses) Fair
Value Unrealized
(Losses) Fair Value Unrealized
(Losses)
(Dollars in Thousands)
Debt securities
Obligations of states and political subdivisions $ 1,364
$ (6 ) $ 4,089
$ (30 ) $ 5,453
$ (36 )
Non-bank qualified obligations of states and political subdivisions 202,018
(2,783 ) 6,206
(193 ) 208,224
(2,976 )
Mortgage-backed securities 112,456
(1,233 ) —
—
112,456
(1,233 )
Total held to maturity securities $ 315,838
$ (4,022 ) $ 10,295
$ (223 ) $ 326,133
$ (4,245 )

~~At December 31, 2017,~~no changes to the investment portfolio included securities with current unrealized losses which have existed for longer than one year. All of these securities are considered to be acceptable credit risks. Because the declines in fair value were due to changes in market interest rates, not in estimated cash flows, and because the Company does not intend to sell these securities (has not made a decision to sell) and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis, which may occur at maturity, no other-than-temporary impairment was recorded at December 31, 2017.

The amortized cost and fair value of debt securities by contractual maturity as of the dates set forth below are shown below. Certain securities have call features which allow the issuer to call the security prior to maturity. Expected maturities may differ from contractual maturities in mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, mortgage-backed securities are not included in the maturity categories in the following maturity summary. The expected maturities of certain housing related municipal securities, Small Business Administration and asset-backed securities may differ from contractual maturities because the borrowers may have the right to prepay the obligation. However, certain prepayment penalties may apply.

Available For Sale AMORTIZED
COST
FAIR
VALUE

At December 31, 2017 (Dollars in Thousands)

Due in one year or less $ 100
$ 100
Due after one year through five years 55,485
56,375
Due after five years through ten years 452,422
462,903
Due after ten years 869,255
871,033
1,377,262
1,390,411
Mortgage-backed securities 606,338
600,112
Common equities and mutual funds 1,298
1,829
Total available for sale securities $ 1,984,898
$ 1,992,352

AMORTIZED
COST
FAIR
VALUE
At September 30, 2017 (Dollars in Thousands)

Due in one year or less $ —
$ —
Due after one year through five years 36,586
37,674
Due after five years through ten years 347,831
358,198
Due after ten years 705,963
709,660
1,090,380
1,105,532
Mortgage-backed securities 588,918
586,454
Common equities and mutual funds 1,009
1,445
Total available for sale securities $ 1,680,307
$ 1,693,431

Held To Maturity AMORTIZED
COST
FAIR
VALUE

At December 31, 2017 (Dollars in Thousands)

Due in one year or less $ 2,674
$ 2,662
Due after one year through five years 11,864
11,895
Due after five years through ten years 27,919
28,206
Due after ten years 192,567
189,061
235,024
231,824
Mortgage-backed securities 8,468
8,320
Total held to maturity securities $ 243,492
$ 240,144

AMORTIZED
COST
FAIR
VALUE
At September 30, 2017 (Dollars in Thousands)
Due in one year or less $ 1,483
$ 1,480
Due after one year through five years 17,926
18,160
Due after five years through ten years 144,996
147,832
Due after ten years 285,435
284,257
449,840
451,729
Mortgage-backed securities 113,689
112,456
Total held to maturity securities $ 563,529
$ 564,185

~~NOTE 6. COMMITMENTS AND CONTINGENCIES~~

~~In the normal course of business, the Bank makes various commitments to extend credit which are not reflected in the accompanying consolidated financial statements.~~

At December 31, 2017 and September 30, 2017, unfunded loan commitments approximated $349.5 million and $233.2 million, respectively, excluding undisbursed portions of loans in process. Commitments, which are disbursed subject to certain limitations, extend over various periods of time. Generally, unused commitments are canceled upon expiration of the commitment term as outlined in each individual contract.

~~The Company had no commitments to purchase or sell securities at December 31, 2017 or September 30, 2017.~~

~~The exposure to credit loss in the event of non-performance by other parties to financial instruments for commitments to extend credit is represented by the contractual~~carrying amount of ~~those instruments. The same credit policies and collateral requirements are used in making commitments and conditional obligations as are used for on-balance-sheet instruments.~~

Since certain commitments to make loans and to fund lines of credit and loans in process expire without being used, the amount does not necessarily represent future cash commitments. In addition, commitments used to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

~~Legal Proceedings~~

The Bank was served on April 15, 2013, with a lawsuit captioned Inter National Bank v. NetSpend Corporation, MetaBank, BDO USA, LLP d/b/a BDO Seidman, Cause No. C-2084-12-I filed in the District Court of Hidalgo County, Texas. The Plaintiff’s Second Amended Original Petition and Application for Temporary Restraining Order and Temporary Injunction adds both MetaBank and BDO Seidman to the original causes of action against NetSpend. NetSpend acts as a prepaid card program manager and processor for both Inter National Bank ("INB") and MetaBank. According to the Petition, NetSpend has informed INB that the depository accounts at INB for the NetSpend program supposedly contained $10.5 million less than they should. INB alleges that NetSpend has breached its fiduciary duty by making affirmative misrepresentations to INB about the safety and stability of the program, and by failing to timely disclose the nature and extent of any alleged shortfall in settlement of funds related to cardholder activity and the nature and extent of NetSpend’s systemic deficiencies in its accounting and settlement processing procedures. To the extent that an accounting reveals that there is an actual shortfall, INB alleges that MetaBank may be liable for portions or all of said sum due to the fact that funds have been transferred from INB to MetaBank, and thus MetaBank would have been unjustly enriched. The Bank is vigorously contesting this matter. In January 2014, NetSpend was granted summary judgment in this matter which is under appeal. Because the theory of liability against both NetSpend and the Bank is the same, the Bank views the NetSpend summary judgment as a positive in support of our position. An estimate of a range of reasonably possible loss cannot be made at this stage of the litigation because discovery is still being conducted.

The Bank was served, on October 14, 2016, with a lawsuit captioned Card Limited, LLC v. MetaBank dba Meta Payment Systems, Civil No. 2:16-cv-00980 in the United States District Court for the District of Utah. This action was initiated by a former prepaid program manager of the Bank, which was terminated by the Bank in fiscal year 2016. Card Limited alleges that after all of the programs were wound down, there were two accounts with a positive balance to which they are entitled. The Bank’s position is that Card Limited is not entitled to the funds contained in said accounts. The total amount to which Card Limited claims it is entitled is $4,001,025. The Bank intends to vigorously defend this claim. An estimate of a range of reasonably possible loss cannot be made at this stage of the litigation because discovery is still being conducted.

From time to time, the Company or its subsidiaries are subject to certain legal proceedings and claims in the ordinary course of business. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While management currently believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position or its results of operations, legal proceedings are inherently uncertain and unfavorable resolution of some or all of these matters could, individually or in the aggregate, have a material adverse effect on the Company’s and its subsidiaries’ respective businesses, financial condition or results of operations.

~~NOTE 7. STOCK COMPENSATION~~

The Company maintains the amended and restated Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as amended (the "2002 Omnibus Incentive Plan"), which, among other things, provides for the awarding of stock options and nonvested (restricted) shares to certain officers and directors of the Company. Awards are granted by the Compensation Committee of the Board of Directors based on the performance of the award recipients or other relevant factors.

Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The exercise price of options or fair value of non-vested (restricted) shares granted under the Company’s incentive plan is equal to the fair market value of the underlying stock at the grant date. The Company has elected, with the adoption of ASU 2016-09, to record forfeitures as they occur.

~~The following tables show the activity of options and nonvested (restricted) shares granted, exercised, or forfeited under the 2002 Omnibus Incentive Plan for~~goodwill during the three months ended December 31, ~~2017:~~2022.

Number
of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (Yrs)
Aggregate
Intrinsic
Value
(Dollars in Thousands, Except Per Share Data)
Options outstanding, September 30, 2017 75,757
$ 22.62
2.28
$ 4,225
Granted —
—
—
—
Exercised —
—
—
—
Forfeited or expired —
—
—
—
Options outstanding, December 31, 2017 75,757
$ 22.62
2.03
$ 5,305

Options exercisable, December 31, 2017 75,757
$ 22.62
2.03
$ 5,305

Number
of
Shares
Weighted
Average
Fair Value
at Grant
(Dollars in Thousands, Except Per Share Data)
Nonvested (restricted) shares outstanding, September 30, 2017 304,526
$ 86.96
Granted 42,181
85.03
Vested (61,161 ) 83.55
Forfeited or expired —
—
Nonvested (restricted) shares outstanding, December 31, 2017 285,546
$ 87.40

During the first and second quarters of fiscal 2017, stock awards were granted to the Company's three highest paid executive officers in connection with their signing of employment agreements with the Company. These stock awards vest over eight years.

~~At December 31, 2017, stock-based compensation expense not yet recognized in income totaled $17.2 million, which is expected to be recognized over a weighted average remaining period of 3.68 years.~~

~~NOTE 8. SEGMENT INFORMATION~~

An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker. Operating segments are aggregated into reportable segments if certain criteria are met.

~~The Company reports its results of operations through the following three business segments:~~ ~~Payments, Banking, and Corporate Services/Other~~. Certain shared services, including the investment portfolio, wholesale deposits and borrowings, are included in Corporate Services/Other. National Lending and Community Banking are reported in the Banking segment. MPS, Refund Advantage, EPS Financial ("EPS"), SCS, and other tax businesses are reported in the ~~Payments~~ ~~segment.~~

~~The Company reclassified goodwill, intangibles, and related amortization expenses during fiscal year 2017 from the~~

~~Corporate Services / Other~~ ~~segment to~~ ~~Payments~~ ~~and~~ ~~Banking~~ ~~based on how annual impairment testing is performed. Prior period amounts have also been reclassified to conform to the current year presentation.~~

~~The following tables present segment data for the Company for the three months ended December 31, 2017 and 2016, respectively.~~

Payments Banking Corporate
Services/Other Total
Three Months Ended December 31, 2017
Interest income $ 4,669
$ 16,478
$ 9,710
$ 30,857
Interest expense —
881
3,780
4,661
Net interest income 4,669
15,597
5,930
26,196
Provision for loan losses 1,017
51
—
1,068
Non-interest income 28,101
1,485
(318 ) 29,268
Non-interest expense 26,934
6,568
10,540
44,042
Income (loss) before income tax expense (benefit) 4,819
10,463
(4,928 ) 10,354

Total goodwill 87,145
11,578
—
98,723
Total assets 380,442
1,478,693
3,558,828
5,417,963
Total deposits 2,768,736
236,494
508,415
3,513,645

Payments Banking Corporate
Services/Other Total
Three Months Ended December 31, 2016
Interest income $ 2,912
$ 10,754
$ 8,909
$ 22,575
Interest expense —
544
2,198
2,742
Net interest income 2,912
10,210
6,711
19,833
Provision for loan losses 331
512
—
843
Non-interest income 19,024
1,072
(747 ) 19,349
Non-interest expense 22,080
5,845
8,828
36,753
Income (loss) before income tax expense (benefit) (475 ) 4,925
(2,864 ) 1,586

Total goodwill 87,320
11,578
—
98,898
Total assets 239,804
1,118,429
2,855,096
4,213,329
Total deposits 2,435,530
225,182
1,002,425
3,663,137

The changes in the carrying amount of the Company’s intangible assets were as follows:


(Dollars in thousands)	Trademark(1)		Non-Compete		Customer Relationships(2)		All Others(3)		Total
Intangible Assets
At September 30, 2022	$	8,605	$	—	$	12,395	$	4,691	$	25,691

Amortization during the period	(351)		—		(776)		(131)		(1,258)

At December 31, 2022	$	8,254	$	—	$	11,619	$	4,560	$	24,433

Gross carrying amount	$	14,624	$	2,481	$	82,088	$	9,940	$	109,133
Accumulated amortization	(6,370)		(2,481)		(59,551)		(5,162)		(73,564)
Accumulated impairment	—		—		(10,918)		(218)		(11,136)
At December 31, 2022	$	8,254	$	—	$	11,619	$	4,560	$	24,433

At September 30, 2021	$	9,823	$	40	$	17,868	$	5,417	$	33,148
Acquisitions during the period	—		—		—		1		1
Amortization during the period	(263)		(39)		(1,054)		(132)		(1,488)

At December 31, 2021	$	9,560	$	1	$	16,814	$	5,286	$	31,661

Gross carrying amount	$	14,624	$	2,481	$	82,088	$	10,142	$	109,335
Accumulated amortization	(5,064)		(2,480)		(55,026)		(4,638)		(67,208)
Accumulated impairment	—		—		(10,248)		(218)		(10,466)
At December 31, 2021	$	9,560	$	1	$	16,814	$	5,286	$	31,661

(1) Book amortization period of 5-15 years. Amortized using the straight line and accelerated methods.

(2) Book amortization period of 10-30 years. Amortized using the accelerated method.

(3) Book amortization period of 3-20 years. Amortized using the straight line method.

The estimated amortization expense of intangible assets assumes no activities, such as acquisitions, which would result in additional amortizable intangible assets. Estimated amortization expense of intangible assets in the remaining nine months of fiscal 2023 and subsequent fiscal years at December 31, 2022 was as follows:


(Dollars in thousands)
Remaining in 2023	$	3,688
2024	4,134
2025	3,572
2026	3,226
2027	2,580
Thereafter	7,233
Total anticipated intangible amortization	$	24,433

There were no impairments to intangible assets during the three months ended December 31, 2022 and 2021. Intangible impairment expense is recorded within the impairment expense line of the Condensed Consolidated Statements of Operations.

NOTE 9. OPERATING LEASE RIGHT-OF-USE ASSETS AND LIABILITIES

Operating lease ROU assets, included in other assets, were $29.3 million and $32.7 million at December 31, 2022 and 2021, respectively.

Table of Contents

Operating lease liabilities, included in accrued expenses and other liabilities, were $31.2 million and $34.5 million at December 31, 2022 and 2021, respectively.

Undiscounted future minimum operating lease payments and a reconciliation to the amount recorded as operating lease liabilities at December 31, 2022 were as follows:


(Dollars in thousands)
Remaining in 2023	$	2,983
2024	3,913
2025	3,718
2026	3,195
2027	3,092
Thereafter	18,640
Total undiscounted future minimum lease payments	35,541
Discount	(4,357)
Total operating lease liabilities	$	31,184

The weighted-average discount rate and remaining lease term for operating leases at December 31, 2022 were as follows:


Weighted-average discount rate	2.36	%
Weighted-average remaining lease term (years)			10.46

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


	Three Months Ended December 31,
(Dollars in thousands)		2022		2021
Lease expense		$	1,014	$	1,137
Short-term and variable lease cost		42		35

Sublease income		(333)		(176)
Total lease cost for operating leases		$	723	$	996

~~NOTE 9. NEW ACCOUNTING PRONOUNCEMENTS~~

~~Accounting Standards Update (“ASU”) No. 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~

This ASU requires organizations to replace the incurred loss impairment methodology with a methodology reflecting expected credit losses with considerations for a broader range of reasonable and supportable information to substantiate credit loss estimates. This ASU is effective for annual reporting periods beginning after December 15, 2019. The Company is currently undertaking a data analysis and is taking measures so that its systems capture data applicable to the standard. In addition, the Company is undergoing a readiness assessment with an external consultant that began in the first quarter of fiscal 2018.

~~ASU No. 2016-04,~~ ~~Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products~~

~~This ASU requires organizations to derecognize the deposit liabilities for unredeemed prepaid stored-value products (i.e. – breakage) consistent with breakage guidance in Topic 606,~~ ~~Revenue from Contracts with Customers.~~ ~~This ASU is effective for annual reporting periods beginning after December 15, 2017, and the Company expects the impact to the consolidated financial statements to be minimal.~~

~~ASU No. 2016-02,~~ ~~Leases (Topic 842): Amendments to the Leases Analysis~~

This ASU requires organizations to recognize lease assets and lease liabilities on the balance sheet, along with disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and the Company has finalized its initial assessment of the ASU and expects that the standard will be immaterial to the consolidated financial statements with the Company's current leases.

~~ASU No. 2014-09,~~ ~~Revenue Recognition – Revenue from Contracts with Customers (Topic 606)~~

This ASU provides guidance on when to recognize revenue from contracts with customers. The objective of this ASU is to eliminate diversity in practice related to this topic and to provide guidance that would streamline and enhance revenue recognition requirements. The ASU defines five steps to recognize revenue, including identify the contract with a customer, identify the performance obligations in the contract, determine a transaction price, allocate the transaction price to the performance obligations and then recognize the revenue when or as the entity satisfies a performance obligation. This update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and the Company is currently assessing all income streams, including different prepaid card programs so as to ascertain how breakage will be recognized under the standard.

~~ASU 2015-17,~~ ~~Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes~~

This ASU requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. This update was effective for annual and interim periods in fiscal years beginning after December 15, 2016, and did not have an impact on the consolidated financial statements.

~~ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~

This ASU addresses eight classification issues related to the statement of cash flows including: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This update is effective for annual and interim periods in fiscal years beginning after December 15, 2017, and the Company expects the impact to the consolidated financial statements to be minimal.

~~ASU 2017-08,~~ ~~Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities~~

This ASU requires entities to shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments in this update require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and is not expected to have a material impact on the consolidated financial statements.

~~ASU 2017-12,~~ ~~Receivables - Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~

This ASU targets improving the accounting treatment for hedging activities and provides more flexibility in defining what can be hedged, while reducing earnings volatility due to ineffective hedges, and minimizing documentation requirements. The ASU also offers the ability to reclassify prepayable debt securities from HTM to AFS and subsequently sell the securities, as long as the securities are eligible to be hedged. This update is effective for annual periods and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted in any interim period or fiscal year before the effective date. The Company early adopted ASU 2017-12 as of October 1, 2017. The Company reclassified certain prepayable debt securities from HTM to AFS during the first quarter of fiscal 2018. See Note 5 to the Notes to Condensed Consolidated Financial Statements for additional information on the securities reclassed.

~~ASU 2016-01,~~ ~~Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~

This ASU allows equity investments that do not have a readily determinable fair value to be remeasured at fair value either upon the occurrence of an observable price change or upon identification of an impairment. The ASU also requires enhanced disclosure about those investments. The ASU simplifies the impairment assessment of equity investments without readily determinable fair values by requiring assessment for impairment qualitatively at each reporting period. Entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet are required to use the exit price notion consistent with Topic 820, ~~Fair Value Measuremen~~t. This update will be effective for annual and interim periods in fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2016-01 on its consolidated financial statements.

NOTE 10. ~~FAIR VALUE MEASUREMENTS~~STOCKHOLDERS' EQUITY

~~Accounting Standards Codification (“ASC”) 820,~~ ~~Fair Value Measurements~~ ~~defines fair~~Repurchase of Common Stock

The Company's Board of Directors authorized the September 3, 2021 share repurchase program to repurchase up to 6,000,000 shares of the Company's outstanding common stock. This authorization is effective from September 3, 2021 through September 30, 2024. During the three months ended December 31, 2022, and 2021, the Company repurchased 653,994 and 1,711,501 shares, respectively, as part of the share repurchase programs.

Under the repurchase programs, repurchased shares were retired and designated as authorized but unissued shares. The Company accounts for repurchased shares using the par value establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market inmethod under which the ~~reporting entity transacts.~~

~~The fair value hierarchy~~repurchase price is ~~as follows:~~

~~Level 1 Inputs~~ ~~– Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability~~charged to ~~access at measurement date.~~

~~Level 2 Inputs~~ – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market.

~~Level 3 Inputs~~ ~~– Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only~~paid-in capital up to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

~~Securities Available for Sale and Held to Maturity~~. Securities available for sale are recorded at fair value on a recurring basis and securities held to maturity are carried at amortized cost. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using an independent pricing service. For both Level 1 and Level 2 securities, management uses various methods and techniques to corroborate prices obtained from the pricing service, including but not limited to reference to dealer or other market quotes, and by reviewing valuations of comparable instruments. The Company’s Level 1 securities include equity securities and mutual funds. Level 2 securities include U.S. Government agency and instrumentality securities, U.S. Government agency and instrumentality mortgage-backed securities, municipal bonds and corporate debt securities. The Company had no Level 3 securities at December 31, 2017 or September 30, 2017.

The fair values of securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or valuation based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model based valuation techniques for which significant assumptions are observable in the market (Level 2 inputs). The Company considers these valuations supplied by a third party provider which utilizes several sources for valuing fixed-income securities. These sources include Interactive Data Corporation, Reuters, Standard and Poor’s, Bloomberg Financial Markets, Street Software Technology, and the third party provider’s own matrix and desk pricing. The Company, no less than annually, reviews the third party’s methods and source’s methodology for reasonableness and to ensure an understanding of inputs utilized in determining fair value. Sources utilized by the third party provider include but are not limited to pricing models that vary based by asset class and include available trade, bid, and other market information. This methodology includes but is not limited to broker quotes, proprietary models, descriptive terms and conditions databases, as well as extensive quality control programs. Monthly, the Company receives and compares prices provided by multiple securities dealers and pricing providers to validate the accuracy and reasonableness of prices received from the third party provider. On a monthly basis, the Investment Committee reviews mark-to-market changes in the securities portfolio for reasonableness.

The following table summarizes the fair values of securities available for sale and held to maturity at December 31, 2017 and September 30, 2017. Securities available for sale are measured at fair value on a recurring basis, while securities held to maturity are carried at amortized cost in the consolidated statements of financial condition.

Fair Value At December 31, 2017
Available For Sale Held to Maturity
(Dollars in Thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Debt securities
Small business administration securities 56,948
—
56,948
—
—
—
—
—
Obligations of states and political subdivisions 14,610
—
14,610
—
4,342
—
4,342
—
Non-bank qualified obligations of states and political subdivisions 1,223,030
—
1,223,030
—
227,482
—
227,482
—
Asset-backed securities 95,823
—
95,823
—
—
—
—
—
Mortgage-backed securities 600,112
—
600,112
—
8,320
—
8,320
—
Total debt securities 1,990,523
—
1,990,523
—
240,144
—
240,144
—
Common equities and mutual funds 1,829
1,829
—
—
—
—
—
—
Total securities $ 1,992,352
$ 1,829
$ 1,990,523
$ —
$ 240,144
$ —
$ 240,144
$ —

Fair Value At September 30, 2017
Available For Sale Held to Maturity
(Dollars in Thousands) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Debt securities
Small business administration securities 57,871
—
57,871
—
—
—
—
—
Obligations of states and political subdivisions —
—
—
—
19,368
—
19,368
—
Non-bank qualified obligations of states and political subdivisions 950,829
—
950,829
—
432,361
—
432,361
—
Asset-backed securities 96,832
—
96,832
—
—
—
—
—
Mortgage-backed securities 586,454
—
586,454
—
112,456
—
112,456
—
Total debt securities 1,691,986
—
1,691,986
—
564,185
—
564,185
—
Common equities and mutual funds 1,445
1,445
—
—
—
—
—
—
Total securities $ 1,693,431
$ 1,445
$ 1,691,986
$ —
$ 564,185
$ —
$ 564,185
$ —

~~Loans.~~ The Company does not record loans at fair value on a recurring basis. However, if a loan is considered impaired, an allowance for loan losses is established. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310, ~~Receivables~~.

~~The following table summarizes the assets~~amount of the ~~Company that were measured at fair value in~~original proceeds of those shares. When the ~~consolidated statements of financial condition on a non-recurring basis as~~repurchase price is greater than the original issue proceeds, the excess is charged to retained earnings. As of December 31, ~~2017~~2022, 3,640,983 shares of common stock remained available for repurchase.

For the three months ended December 31, 2022, and ~~September 30, 2017.~~2021, the Company also repurchased 57,291 and 61,172 shares, or $2.0 million and $3.4 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Table of Contents

Fair Value At December 31, 2017
(Dollars in Thousands) Total Level 1 Level 2 Level 3
Foreclosed Assets, net 128
—
—
128
Total $ 128
$ —
$ —
$ 128

Fair Value At September 30, 2017
(Dollars in Thousands) Total Level 1 Level 2 Level 3
Foreclosed Assets, net 292
292
Total $ 292
$ —
$ —
$ 292

Quantitative Information About Level 3 Fair Value Measurements
(Dollars in Thousands) Fair Value at
December 31, 2017 Fair Value at
September 30, 2017 Valuation
Technique Unobservable Input Range of Inputs
Foreclosed Assets, net $ 128
292
Market approach
Appraised values ⁽¹⁾
4.00 - 10.00%


⁽¹⁾	~~The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimating selling costs in a range of~~ 4% to ~~10%~~.

Retirement of Treasury Stock

The ~~following table discloses~~Company accounts for the ~~Company’s estimated fair~~retirement of repurchased shares, including treasury stock, using the par value ~~amounts of its financial instruments as~~method under which the repurchase price is charged to paid-in capital up to the amount of the ~~dates set forth below. It~~original proceeds of those shares. When the repurchase price is ~~management’s belief that~~greater than the ~~fair values presented below are reasonable based on~~original issue proceeds, the ~~valuation techniques and data available~~excess is charged to retained earnings. The Company retired zero shares of common stock held in treasury during the ~~Company as of~~three months ended December 31, ~~2017~~2022 and September 30, 2017, as more fully described below. The operations of the Company are managed from a going concern basis and not a liquidation basis. As a result, the ultimate value realized for the financial instruments presented could be substantially different when actually recognized over time through the normal course of operations. Additionally, a substantial portion of the Company’s inherent value is the Bank’s capitalization and franchise value. Neither of these components have been given consideration in the presentation of fair values below.2021, respectively.

~~The following presents the carrying amount and estimated fair value of the financial instruments held by the Company at December 31, 2017 and September 30, 2017.~~

December 31, 2017
Carrying
Amount Estimated
Fair Value Level 1 Level 2 Level 3
(Dollars in Thousands)
Financial assets
Cash and cash equivalents $ 1,300,409
$ 1,300,409
$ 1,300,409
$ —
$ —

Securities available for sale 1,992,352
1,992,352
1,829
1,990,523
—
Securities held to maturity 243,492
240,144
—
240,144
—
Total securities 2,235,844
2,232,496
1,829
2,230,667
—

Loans receivable:

One to four family residential mortgage loans 203,967
205,413
—
—
205,413
Commercial and multi-family real estate loans 654,029
655,777
—
—
655,777
Agricultural real estate loans 61,303
61,257
—
—
61,257
Consumer loans 274,981
293,832
—
—
293,832
Commercial operating loans 56,516
56,520
—
—
56,520
Agricultural operating loans 24,696
24,506
—
—
24,506
CML insurance premium finance loans 235,671
235,530
—
—
235,530
Total loans receivable 1,511,163
1,532,835
—
—
1,532,835

Federal Home Loan Bank stock 57,443
57,443
—
57,443
—
Accrued interest receivable 21,089
21,089
21,089
—
—

Financial liabilities

Noninterest bearing demand deposits 2,779,645
2,779,645
2,779,645
—
—
Interest bearing demand deposits, savings, and money markets 185,376
185,376
185,376
—
—
Certificates of deposit 128,220
127,451
—
127,451
—
Wholesale non-maturing deposits 40,928
40,928
40,928
—
—
Wholesale certificates of deposit 379,476
379,101
—
379,101
—
Total deposits 3,513,645
3,512,501
3,005,949
506,552
—

Advances from Federal Home Loan Bank 210,000
210,002
—
210,002
—
Federal funds purchased 1,100,000
1,100,000
1,100,000
—
—
Securities sold under agreements to repurchase 3,339
3,339
—
3,339
—
Capital lease 1,922
1,922
—
1,922
—
Trust preferred securities 10,310
10,445
—
10,445
—
Subordinated debentures 73,382
75,750
—
75,750
—
Accrued interest payable 4,065
4,065
4,065
—
—

September 30, 2017
Carrying
Amount Estimated
Fair Value Level 1 Level 2 Level 3
(Dollars in Thousands)
Financial assets
Cash and cash equivalents $ 1,267,586
$ 1,267,586
$ 1,267,586
$ —
$ —

Securities available for sale 1,693,431
1,693,431
1,445
1,691,986
—
Securities held to maturity 563,529
564,185
—
564,185
—
Total securities 2,256,960
2,257,616
1,445
2,256,171
—

Loans receivable:

One to four family residential mortgage loans 196,706
196,970
—
—
196,970
Commercial and multi-family real estate loans 585,510
576,330
—
—
576,330
Agricultural real estate loans 61,800
61,584
—
—
61,584
Consumer loans 163,004
163,961
—
—
163,961
Commercial operating loans 35,759
35,723
—
—
35,723
Agricultural operating loans 33,594
32,870
—
—
32,870
CML insurance premium finance loans 250,459
250,964
—
—
250,964
Total loans receivable 1,326,832
1,318,402
—
—
1,318,402

Federal Home Loan Bank stock 61,123
61,123
—
61,123
—
Accrued interest receivable 19,380
19,380
19,380
—
—

Financial liabilities

Noninterest bearing demand deposits 2,454,057
2,454,057
2,454,057
—
—
Interest bearing demand deposits, savings, and money markets 169,557
169,557
169,557
—
—
Certificates of deposit 123,637
123,094
—
123,094
—
Wholesale non-maturing deposits 18,245
18,245
18,245
—
—
Wholesale certificates of deposits 457,928
457,509
—
457,509
—
Total deposits 3,223,424
3,222,462
2,641,859
580,603
—

Advances from Federal Home Loan Bank 415,000
415,003
—
415,003
—
Federal funds purchased 987,000
987,000
987,000
—
—
Securities sold under agreements to repurchase 2,472
2,472
—
2,472
—
Capital lease 1,938
1,938
—
1,938
—
Trust preferred securities 10,310
10,447
—
10,447
—
Subordinated debentures 73,347
76,500
—
76,500
—
Accrued interest payable 2,280
2,280
2,280
—
—

~~The following sets forth the methods and assumptions used in determining the fair value estimates for the Company’s financial instruments at December 31, 2017 and September 30, 2017.~~

~~CASH AND CASH EQUIVALENTS~~

~~The carrying amount of cash and short-term investments is assumed to approximate the fair value.~~

~~SECURITIES AVAILABLE FOR SALE AND HELD TO MATURITY~~

Securities available for sale are recorded at fair value on a recurring basis and securities held to maturity are carried at amortized cost. Fair values for investment securities are based on obtaining quoted prices on nationally recognized securities exchanges, or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities.

~~LOANS RECEIVABLE, NET~~

~~The fair value of loans is estimated using a historical or replacement cost basis concept (i.e.,~~ an entrance price concept). The fair value of loans was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers and for similar remaining maturities. When using the discounting method to determine fair value, homogeneous loans with similar terms and conditions were grouped together and discounted at a target rate at which similar loans would be made to borrowers at December 31, 2017 or September 30, 2017. In addition, when computing the estimated fair value for all loans, allowances for loan losses have been subtracted from the calculated fair value as a result of the discounted cash flow which approximates the fair value adjustment for the credit quality component.

~~FEDERAL HOME LOAN BANK (“FHLB”) STOCK~~

~~The fair value of FHLB stock is assumed to approximate book value since the Company is only able to redeem this stock at par value.~~

~~ACCRUED INTEREST RECEIVABLE~~

~~The carrying amount of accrued interest receivable is assumed to approximate the fair value.~~

~~DEPOSITS~~

The carrying values of non-interest bearing checking deposits, interest bearing checking deposits, savings, money markets, and wholesale non-maturing deposits are assumed to approximate fair value, since such deposits are immediately withdrawable without penalty. The fair value of time certificates of deposit and wholesale certificates of deposit were estimated by discounting expected future cash flows by the current rates offered on certificates of deposit with similar remaining maturities.

~~In accordance with ASC 825,~~ ~~Financial Instruments~~, no value has been assigned to the Company’s long-term relationships with its deposit customers (core value of deposits intangible) since such intangibles are not financial instruments as defined under ASC 825.

~~ADVANCES FROM FHLB~~

~~The fair value of such advances was estimated by discounting the expected future cash flows using current interest rates for advances with similar terms and remaining maturities.~~

~~FEDERAL FUNDS PURCHASED~~

~~The carrying amount of federal funds purchased is assumed to approximate the fair value.~~

~~SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND SUBORDINATED DEBENTURES~~

~~The fair value of these instruments was estimated by discounting the expected future cash flows using derived interest rates approximating market over the contractual maturity of such borrowings.~~

~~ACCRUED INTEREST PAYABLE~~

~~The carrying amount of accrued interest payable is assumed to approximate the fair value.~~

~~LIMITATIONS~~

Fair value estimates are made at a specific point in time and are based on relevant market information about the financial instrument. Additionally, fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business, customer relationships and the value of assets and liabilities that are not considered financial instruments. These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time. Furthermore, since no market exists for certain of the Company’s financial instruments, fair value estimates may be based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with a high level of precision. Changes in assumptions as well as tax considerations could significantly affect the estimates. Accordingly, based on the limitations described above, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis.

NOTE 11. ~~GOODWILL AND INTANGIBLE ASSETS~~STOCK COMPENSATION

The Company ~~held a total~~maintains the Pathward Financial, Inc. 2002 Omnibus Incentive Plan, as amended and restated (the "2002 Omnibus Incentive Plan"), which, among other things, provides for the awarding of ~~$98.7 million~~stock options, nonvested (restricted) shares, and performance share units ("PSUs") to certain officers and directors of ~~goodwill as~~the Company. Awards are granted by the Compensation Committee of ~~December 31, 2017.~~the Board of Directors based on the performance of the award recipients or other relevant factors.

Compensation expense for share-based awards is recorded over the vesting period at the fair value of the award at the time of the grant. The ~~recorded goodwill was due~~exercise price of options or fair value of nonvested (restricted) shares and performance share units granted under the Company’s 2002 Omnibus Incentive Plan is equal to ~~two separate business combinations during fiscal 2015 and two separate business combinations during~~ the ~~first quarter~~fair market value of ~~fiscal 2017.~~the underlying stock at the grant date, adjusted for dividends where applicable. The ~~fiscal 2015 business combinations included $11.6 million of goodwill in connection~~Company has elected, with the ~~purchase~~adoption of substantially all of the commercial loan portfolio and related assets of AFS/IBEX on December 2, 2014 and $25.4 million of goodwill in connection with the purchase of substantially all of the assets and liabilities of Refund Advantage on September 8, 2015. The fiscal 2017 business combinations included $30.4 million of goodwill in connection with the purchase of substantially all of the assets of EPS Financial, LLC on November 1, 2016; and $31.4 million of goodwill in connection with the purchase of substantially all of the assets and specified liabilities of Specialty Consumer Services LP on December 14, 2016. The goodwill associated with these transactions is deductible for tax purposes.ASU 2016-09, to record forfeitures as they occur.

The ~~changes in~~following tables show the ~~carrying amount~~activity of nonvested (restricted) shares and PSUs granted, vested, or forfeited under the ~~Company’s goodwill and intangible assets~~2002 Omnibus Incentive Plan for the three months ended December 31, ~~2017 and 2016 were as follows:~~

2017 2016
(Dollars in Thousands)
Goodwill
Balance as of September 30, $ 98,723
$ 36,928
Acquisitions during the period —
61,970
Write-offs during the period —
—
Balance as of December 31, $ 98,723
$ 98,898

Trademark⁽¹⁾

Non-Compete⁽²⁾

Customer
Relationships⁽³⁾

All Others⁽⁴⁾
Total
Intangibles
Balance as of September 30, 2017 $ 10,051
$ 1,782
$ 31,707
$ 8,638
$ 52,178
Acquisitions during the period —
—
—
38
38
Amortization during the period (159 ) (132 ) (1,160 ) (230 ) (1,681 )
Write-offs during the period —
—
—
(14 ) (14 )
Balance as of December 31, 2017 $ 9,892
$ 1,650
$ 30,547
$ 8,432
$ 50,521

Gross carrying amount $ 10,990
$ 2,480
$ 57,810
$ 10,540
$ 81,820
Accumulated amortization (1,098 ) (830 ) (17,015 ) (1,565 ) (20,508 )
Accumulated impairment —
—
(10,248 ) (543 ) (10,791 )
Balance as of December 31, 2017 $ 9,892
$ 1,650
$ 30,547
$ 8,432
$ 50,521

⁽¹⁾ ~~Book amortization period of 5-15 years. Amortized using the straight line and accelerated methods.~~

⁽²⁾ ~~Book amortization period of 3-5 years. Amortized using the straight line method.~~

⁽³⁾ ~~Book amortization period of 10-30 years. Amortized using the accelerated method.~~

⁽⁴⁾ ~~Book amortization period of 3-20 years. Amortized using the straight line method.~~

Trademark⁽¹⁾

Non-Compete⁽²⁾

Customer
Relationships⁽³⁾

All Others⁽⁴⁾
Total
Intangibles
Balance as of September 30, 2016 $ 5,149
$ 127
$ 20,590
$ 3,055
$ 28,921
Acquisitions during the period 5,480
2,210
32,230
6,156
46,076
Amortization during the period (120 ) (86 ) (1,193 ) (126 ) (1,525 )
Write-offs during the period —
—
—
—
—
Balance as of December 31, 2016 $ 10,509
$ 2,251
$ 51,627
$ 9,085
$ 73,472

Gross carrying amount $ 10,970
$ 2,510
$ 58,270
$ 9,711
$ 81,461
Accumulated amortization (461 ) (259 ) (6,643 ) (626 ) (7,989 )
Balance as of December 31, 2016 $ 10,509
$ 2,251
$ 51,627
$ 9,085
$ 73,472

⁽¹⁾ ~~Book amortization period of 15 years. Amortized using the straight line and accelerated methods.~~

⁽²⁾ ~~Book amortization period of 3 years. Amortized using the straight line method.~~

⁽³⁾ ~~Book amortization period of 10-30 years. Amortized using the accelerated method.~~

⁽⁴⁾ ~~Book amortization period of 3-20 years. Amortized using the straight line method.~~

(Dollars in Thousands)
Remaining in 2018 $ 6,028
2019 7,151
2020 5,753
2021 5,184
2022 4,262
2023 3,625
Thereafter 18,518
Total anticipated intangible amortization $ 50,521

~~The Company tests intangible assets for impairment at least annually or more often if conditions indicate a possible impairment.~~2022. There were no ~~impairments to intangible assets~~options granted, exercised, or forfeited under this plan during the three months ended December 31, ~~2017 or 2016. The annual goodwill impairment test for fiscal 2018 will~~2022.


(Dollars in thousands, except per share data)	Number of Shares	Weighted Average Fair Value at Grant
Nonvested shares outstanding, September 30, 2022	474,348	$	36.52
Granted	135,417	36.68
Vested	(181,240)	34.71
Forfeited or expired	(1,017)	41.82
Nonvested shares outstanding, December 31, 2022	427,508	$	37.32

Performance share units outstanding, September 30, 2022	96,689	$	42.59
Granted(1)	59,115	38.94
Vested	—	—
Forfeited or expired	—	—
Performance share units outstanding, December 31, 2022	155,804	$	41.20
(1) The number of PSUs granted reflects the target number of PSUs able to be earned under a given award.

At December 31, 2022, stock-based compensation expense not yet recognized in income totaled $10.9 million, which is expected to be ~~conducted at September 30, 2018.~~ recognized over a weighted average remaining period of 1.73 years.

NOTE 12. INCOME TAXES

~~Income~~The Company recorded an income tax expense of $6.6 million for the ~~fiscal 2018 first quarter was $5.7 million,~~three months ended December 31, 2022, resulting in an effective tax rate of ~~54.9%~~18.79%, compared to ~~$0.3~~an income tax expense of $14.3 million, or an effective tax rate of ~~21.6%~~18.89%, for the three months ended December 31, 2021. The Company’s effective tax rate was lower than the U.S. statutory rate of 21% primarily because of the anticipated effect of investment tax credits during fiscal ~~2017 first quarter.~~year 2023. The Company's effective tax rate in the future will depend in part on actual investment tax credits generated from qualified solar energy property.

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The ~~Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act has a significant impact on~~table below compares the ~~U.S. corporate~~ income tax ~~regime~~expense components for the periods presented.


	Three Months Ended December 31,
(Dollars in thousands)	2022			2021
Provision at statutory rate	$	7,228		$	15,876
Tax-exempt income	(203)			(172)
State income taxes	1,510			3,087
Interim period effective rate adjustment	1,119			1,827
Tax credit investments, net - federal	(3,062)			(5,670)

IRC 162(m) nondeductible compensation	136			263
Other, net	(151)			(935)
Income tax expense	$	6,577		$	14,276
Effective tax rate	18.79		%	18.89		%

NOTE 13. REVENUE FROM CONTRACTS WITH CUSTOMERS

Topic 606 applies to all contracts with customers unless such revenue is specifically addressed under existing guidance. The table below presents the Company’s revenue by ~~lowering~~operating segment. For additional descriptions of the ~~U.S. corporate tax rate from 35 percent~~Company’s operating segments, including additional financial information and the underlying management accounting process, see Note 14. Segment Reporting to ~~21 percent effective for taxable years beginning on~~the Condensed Consolidated Financial Statements.


(Dollars in thousands)	Consumer				Commercial				Corporate Services/Other				Consolidated Company
Three Months Ended December 31,	2022		2021		2022		2021		2022		2021		2022		2021














Net interest income(1)	$	34,272	$	26,110	$	42,324	$	45,087	$	7,461	$	416	$	84,057	$	71,613
Noninterest income:
Refund transfer product fees	677		579		—		—		—		—		677		579
Refund advance fee income(1)	617		1,233		—		—		—		—		617		1,233
Card and deposit fees	37,452		25,132		261		231		5		6		37,718		25,369
Rental income(1)	—		—		12,515		11,077		193		—		12,708		11,077
Gain (loss) on sale of securities(1)	—		—		—		—		—		137		—		137
Gain on sale of trademarks	—		—		—		—		10,000		50,000		10,000		50,000
Gain (loss) on sale of other(1)	—		—		502		4,864		—		(8,329)		502		(3,465)
Other income(1)	793		765		1,084		2,785		1,678		(1,889)		3,555		1,661
Total noninterest income	39,539		27,709		14,362		18,957		11,876		39,925		65,777		86,591
Revenue	$	73,811	$	53,819	$	56,686	$	64,044	$	19,337	$	40,341	$	149,834	$	158,204
(1) These revenues are not within the scope of Topic 606. Additional details are included in other footnotes to the accompanying financial statements. The scope of Topic 606 explicitly excludes net interest income as well as many other revenues for financial assets and liabilities, including loans, leases, and securities.

Following is a discussion of key revenues within the scope of Topic 606. The Company provides services to customers that have related performance obligations that must be completed to recognize revenue. Revenues are generally recognized immediately upon the completion of the service or ~~after January 1, 2018 in addition to implementing numerous other changes. U.S. GAAP requires~~over time as services are performed. Any services performed over time generally require that the ~~impact~~Company renders services each period; therefore, the Company measures progress in completing these services based upon the passage of time. Revenue from contracts with customers did not generate significant contract assets and liabilities.

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Refund Transfer Product Fees. Refund transfer fees are specific to the Banking as a Service ("BaaS") business line and reflect product fees offered by the Company through third-party tax ~~legislation be~~preparers and tax preparation software providers where the Company acts as the partnering financial institution. A refund transfer allows a taxpayer to pay tax preparation and filing fees directly from their federal or state government tax refund, with the remainder of the refund being disbursed in accordance with the terms and conditions of the taxpayer agreement, which may include satisfaction of other disbursement obligations before going directly to the taxpayer via check, direct deposit, or prepaid card. Refund transfer fees are recognized by the Company immediately after the taxpayer's refund has been disbursed in accordance with the contract and is based on standalone pricing included within the terms and conditions. Certain expenses to tax preparation software providers are netted with refund transfer fee income as the Company is considered the agent in these contractual relationships. All refund transfer fees are recorded within the Consumer reporting segment.

Card and Deposit Fees. Card fees relate to the BaaS business line and consists of income from prepaid cards and merchant services, including interchange fees from prepaid cards processed through card association networks, merchant services and other card related services. Interchange rates are generally set by card association networks based on transaction volume and other factors. Since interchange fees are generated by cardholder activity, the Company recognizes the income as transactions occur. Fee income for merchant services and other card related services reflect account management and transaction fees charged to merchants for processing card association network transactions. The associated income is recognized as transactions occur or as services are performed. For the Company's internally managed prepaid card programs, fees are based on standalone pricing within the terms and conditions of the cardholder agreement. The Company is considered the principal of these relationships resulting in all fee income being presented on a gross basis within the Condensed Consolidated Statement of Operations. For the Company's sponsorship prepaid card programs where a third-party is considered the Program Manager, the fees are based on standalone pricing within the terms and conditions of the Program Agreement. For these relationships, the Company is considered the agent and certain expenses with the Program Manager, networks and associations are netted with card fee revenue. All card fee income is included in the ~~period~~Consumer reporting segment.

Deposit fees relate to the BaaS and Commercial Finance business lines and consist of income from banking and deposit-related services, including account services, overdraft protection, and wire transfers. Fee income for account services is recognized over the course of the month as the performance obligation is satisfied. Fee income for overdraft protection and wire transfers is recognized point in time when such event occurs. For BaaS, the fees for account services and overdraft protection are based on standalone pricing within the terms and conditions of the Program Agreement with the sponsorship partner. For these relationships, the Company is considered the agent and certain expenses with the partner are netted with deposit fee revenue. For Commercial Finance, fees for wire transfers are based on standalone pricing within the terms and conditions of the customer deposit agreement. Bank and deposit fees for the BaaS and Commercial Finance business lines are included in the Consumer and Commercial reporting segments, respectively. Also included within Card and Deposit Fees for the Consumer reporting segment are servicing fees the Company recognizes for custodial off-balance sheet deposits. This fee income is for services the Bank performs to maintain records of cardholder funds placed at one or more third-party banks insured by the FDIC. The servicing fee is typically reflective of the effective federal funds rate ("EFFR").

NOTE 14. SEGMENT REPORTING

The Company reports its results of operations through the following three business segments: Consumer, Commercial, and Corporate Services/Other. The BaaS business line is reported in the Consumer segment. The Commercial Finance business line is reported in the Commercial segment. The Corporate Services/Other segment includes certain shared services as well as treasury related functions such as the investment portfolio, warehouse finance, wholesale deposits and borrowings.

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The following tables present segment data for the Company:


(Dollars in thousands)	Consumer				Commercial				Corporate Services/Other				Total
Three Months Ended December 31,	2022		2021		2022		2021		2022		2021		2022		2021











Net interest income	$	34,272	$	26,110	$	42,324	$	45,087	$	7,461	$	416	$	84,057	$	71,613
Provision (reversal of) for credit losses	3,240		1,262		6,583		11,591		(47)		(12,667)		9,776		186
Noninterest income	39,539		27,709		14,362		18,957		11,876		39,925		65,777		86,591
Noninterest expense	34,494		19,661		32,749		33,046		37,816		29,729		105,059		82,436
Income (loss) before income tax expense	36,077		32,896		17,354		19,407		(18,432)		23,279		34,999		75,582

Total assets	393,898		550,336		3,476,942		3,260,619		2,788,385		3,798,703		6,659,225		7,609,658
Total goodwill	87,145		87,145		222,360		222,360		—		—		309,505		309,505
Total deposits	5,624,919		6,325,193		6,628		6,840		157,585		193,536		5,789,132		6,525,569

NOTE 15. FAIR VALUES OF FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system and requires disclosures about fair value measurement. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the ~~law was enacted.~~reporting entity transacts.

AsThe fair value hierarchy is as follows:

Level 1 Inputs - Valuation is based upon quoted prices for identical instruments traded in active markets that the Company has the ability to access at measurement date.

Level 2 Inputs - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which significant assumptions are observable in the market.

Level 3 Inputs - Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.

Debt Securities Available for Sale and Held to Maturity. Debt securities available for sale are recorded at fair value on a ~~result~~recurring basis and debt securities held to maturity are carried at amortized cost.

The fair value of debt securities available for sale, categorized primarily as Level 2, is recorded using prices obtained from independent asset pricing services that are based on observable transactions, but not quoted markets. Management reviews the prices obtained from independent asset pricing services for unusual fluctuations and compares to current market trading activity.

Equity Securities. Marketable equity securities and certain non-marketable equity securities are recorded at fair value on a recurring basis. The fair values of marketable equity securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

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


	At December 31, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Debt securities AFS
Corporate securities	$	21,312	$	—	$	21,312	$	—
SBA securities	95,765		—		95,765		—
Obligations of states and political subdivisions	2,351		—		2,351		—
Non-bank qualified obligations of states and political subdivisions	258,052		—		258,052		—
Asset-backed securities	135,276		—		135,276		—
Mortgage-backed securities	1,335,022		—		1,335,022		—
Total debt securities AFS	$	1,847,778	$	—	$	1,847,778	$	—
Common equities and mutual funds(1)	$	3,437	$	3,437	$	—	$	—
Non-marketable equity securities(2)	$	7,822	$	—	$	—	$	—

(1) Equity securities at fair value are included within other assets on the Condensed Consolidated Statements of Financial Condition at December 31, 2022.

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


	At September 30, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Debt securities AFS
Corporate securities	$	22,187	$	—	$	22,187	$	—
SBA securities	97,768		—		97,768		—
Obligations of states and political subdivisions	2,344		—		2,344		—
Non-bank qualified obligations of states and political subdivisions	263,783		—		263,783		—
Asset-backed securities	147,790		—		147,790		—
Mortgage-backed securities	1,348,997		—		1,348,997		—
Total debt securities AFS	$	1,882,869	$	—	$	1,882,869	$	—
Common equities and mutual funds(1)	$	2,874	$	2,874	$	—	$	—
Non-marketable equity securities(2)	$	7,212	$	—	$	—	$	—

(1) Equity securities at fair value are included within other assets on the Consolidated Statements of Financial Condition at September 30, 2022.

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

Loans and Leases. The Company does not record loans and leases at fair value on a recurring basis. However, if a loan or lease is individually evaluated for risk of credit loss and repayment is expected to be solely provided by the values of the ~~Tax Act,~~underlying collateral, the Company ~~remeasured its deferred tax assets and deferred tax liabilities during its fiscal 2018 first quarter, resulting in additional income tax expense of $3.6 million. As~~measures fair value on a nonrecurring basis. Fair value is determined by the ~~Company’s fiscal year end ends on September 30, the statutory corporate rate for fiscal 2018 will be prorated to 24.53 percent.~~

In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance regarding how a company is to reflect provisional amounts when necessary information is not yet available, prepared or analyzed sufficiently to complete its accounting for the effectfair value of the ~~changes in the Tax Act.~~underlying collateral less estimated costs to sell. The ~~income tax expense of $3.6 million recorded during the fiscal 2018 first quarter represents all known and estimable impacts~~fair value of the ~~Tax Act and~~collateral is ~~a provisional amount~~determined based on the ~~Company’s current best estimate. This provisional amount incorporates assumptions made based upon~~internal estimates and/or assessment provided by third-party appraisers and the ~~Company’s current interpretations~~valuation relies on discount rates ranging from 4% to 35%.

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


	At December 31, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Loans and leases, net individually evaluated for credit loss







Commercial finance	$	8,544	$	—	$	—	$	8,544






Total loans and leases, net individually evaluated for credit loss	8,544		—		—		8,544
Foreclosed assets, net	—		—		—		—
Total	$	8,544	$	—	$	—	$	8,544


	At September 30, 2022
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Loans and leases, net individually evaluated for credit loss







Commercial finance	$	1,575	$	—	$	—	$	1,575






Total loans and leases, net individually evaluated for credit loss	1,575		—		—		1,575
Foreclosed assets, net	1		—		—		1
Total	$	1,576	$	—	$	—	$	1,576

Quantitative Information About Level 3 Fair Value Measurements

(Dollars in thousands)

Fair Value at

December 31, 2022

Fair Value at

September 30, 2022

Valuation
Technique

Unobservable Input

Range of Inputs

Loans and leases, net individually evaluated for credit loss

8,544

1,575

Market approach

Appraised values(1)

15% - 59%

(1) The Company generally relies on external appraisers to develop this information. Management reduced the appraised value by estimating selling costs and ~~may change as~~other inputs in a range of 15% to 59%.

Management discloses the ~~Company receives additional clarification and implementation guidance, and as data becomes available allowing for a more accurate scheduling~~estimated fair value of ~~the deferred tax~~financial instruments, including assets and liabilities ~~including those related~~on and off the Condensed Consolidated Statements of Financial Condition, for which it is practicable to ~~items potentially impacted~~estimate fair value. These fair value estimates were made at December 31, 2022 and September 30, 2022 based on relevant market information and information about financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or a liability could be settled. However, since there is no active market for certain financial instruments of the Company, the estimates of fair value are subjective in nature, involve uncertainties, and include matters of significant judgment. Changes in assumptions as well as tax considerations could significantly affect the estimated values. Accordingly, the aggregate fair value estimates are not intended to represent the underlying value of the Company, on either a going concern or a liquidation basis.

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The following tables present the carrying amount and estimated fair value of the financial instruments held by the ~~Tax Act such as fixed~~Company:


	At December 31, 2022
(Dollars in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	369,169	$	369,169	$	369,169	$	—	$	—
Debt securities available for sale	1,847,778		1,847,778		—		1,847,778		—
Debt securities held to maturity	40,565		37,658		—		37,658		—
Common equities and mutual funds(1)	3,437		3,437		3,437		—		—
Non-marketable equity securities(1)(2)	23,136		23,136		—		15,314		—
Loans held for sale	17,148		17,148		—		17,148		—
Loans and leases	3,504,066		3,484,705		—		—		3,484,705
Federal Reserve Bank and Federal Home Loan Bank stocks	28,812		28,812		—		28,812		—
Accrued interest receivable	20,170		20,170		20,170		—		—
Financial liabilities

Deposits	5,789,132		5,788,923		5,782,075		6,848		—


Other short- and long-term borrowings	34,977		34,935		—		34,935		—
Accrued interest payable	717		717		717		—		—

(1) Equity securities at fair value are included within other assets ~~and employee compensation. Adjustments to this provisional amount through~~on the Condensed Consolidated Statements of Financial Condition at December ~~22, 2018 will be included in income from operations as an adjustment to tax expense in future periods.~~31, 2022.

~~NOTE 13. REGULATORY MATTERS~~

On January 5, 2015, the Federal Deposit Insurance Corporation (“FDIC”) published industry guidance in the form of Frequently Asked Questions (“FAQs”) with respect to the categorization of deposit liabilities as “brokered” deposits. On November 13, 2015, the FDIC issued for comment updated and annotated FAQs, and on June 30, 2016, the FDIC finalized the FAQs. The Company believes(2) Includes certain non-marketable equity securities that the final FAQs do not materially impact the processes that it uses to identify, accept and report brokered deposits. On April 26, 2016, the FDIC issued a final rule to amend how small banks (less than $10 billion in assets that have been FDIC insured forare measured at least five years) are assessed for deposit insurance (the "Final Rule"). The Final Rule imposes higher assessments for banks that the FDIC believes present higher risk profiles. The Final Rule became effective with the Bank's December 2016 assessment invoice, which the Company received in March 2017.

~~Due to the Bank’s status~~fair value using NAV per share (or its equivalent) as a ~~"well-capitalized" institution under~~practical expedient and are excluded from the ~~FDIC's prompt corrective action regulations, and further with respect to the Bank’s financial condition in general, the Company does not~~fair value hierarchy.


	At September 30, 2022
(Dollars in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	388,038	$	388,038	$	388,038	$	—	$	—
Debt securities available for sale	1,882,869		1,882,869		—		1,882,869		—
Debt securities held to maturity	41,682		38,171		—		38,171		—
Common equities and mutual funds(1)	2,874		2,874		2,874		—		—
Non-marketable equity securities(1)(2)	22,526		22,526		—		15,314		—
Loans held for sale	21,071		21,071		—		21,071		—
Loans and leases	3,529,280		3,525,803		—		—		3,525,803
Federal Reserve Bank and Federal Home Loan Bank stocks	28,812		28,812		—		28,812		—
Accrued interest receivable	17,979		17,979		17,979		—		—
Financial liabilities
Deposits	5,866,037		5,865,854		5,858,283		7,571		—


Other short- and long-term borrowings	36,028		35,986		—		35,986		—
Accrued interest payable	192		192		192		—		—

(1) Equity securities at ~~this time anticipate that either the FAQs or the Final Rule will have a material adverse impact~~fair value are included within other assets on the ~~Company’s business operations. However, should the Bank ever fail to be well-capitalized in the future,~~Consolidated Statements of Financial Condition at September 30, 2022.

(2) Includes certain non-marketable equity securities that are measured at fair value using NAV per share (or its equivalent) as a result of failing to meet the well-capitalized requirements, or the imposition of an individual minimum capital requirement or similar formal requirements, then, notwithstanding that the Bank has capital in excess of the well-capitalized minimum requirements, the Bank would be prohibited, absent waiverpractical expedient and are excluded from the FDIC, from utilizing brokered deposits (i.e., may not accept, renew or rollover brokered deposits), which could produce serious adverse effects on the Company’s liquidity, and financial condition and results of operations. Similarly, should the Bank’s financial condition in general deteriorate, future FDIC assessments could have a material adverse effect on the Company.fair value hierarchy.

NOTE ~~14.~~16. SUBSEQUENT EVENTS

On January 2, 2018, a deed in lieu of foreclosure was executed on the collateral for a large, well-collateralized loan relationship. Upon execution of the deed in lieu, the Company took ownership of the properties serving as collateral and transferred the loans to foreclosed real estate and repossessed assets. If, as expected, the properties are sold prior

Management has evaluated subsequent events that occurred after December 31, 2022. During this period, up to the ~~end~~filing date of ~~the agreed-upon receivership period set forth~~this Quarterly Report on Form 10-Q, management did not identify any material subsequent events that would require recognition or disclosure in the settlement agreement, the Company will be entitled to all principal, note interest, legal and other fees and expenses. After the receivership period ends, if the properties are not sold, the Company will be entitled to the fair valueour Condensed Consolidated Financial Statements as of ~~the properties.~~

On January 9, 2018, the Company announced that it entered into a definitive merger agreement with Crestmark Bancorp, Inc. (“Crestmark”), the holding company of Crestmark Bank, whereby the Company will acquire Crestmark in an all-stock transaction.

~~Pursuant to the terms of the merger agreement, at the effective time of the merger, Crestmark will merge with and into the Company, and Crestmark Bank will merge with and into MetaBank (the "Bank").~~

Under the terms of the merger agreement, Crestmark shareholders will receive 2.65 shares of the Company's common stock for each share of Crestmark common stock. The aggregate value of the acquisition consideration, based on the closing price of Meta Financial shares on January 8, 2018 of $91.35, would have been $320.6 million. Giving effect to the transaction, existing shareholders of the Company are expected to own approximately 75%, and Crestmark shareholders are expected to own approximately 25%, of the outstanding shares of the Company.

On January 25, 2018, the Company announced that the Bank entered into a three-year program agreement with Liberty Lending, LCC ("Liberty"), whereby the Bank will provide personal loans to Liberty customers. Under the agreement, the Bank expects to originate between $500 million and $1 billion in personal loans during the term of the program. The loan products contemplated under this agreement will be closed-end installment loans ranging from $3,500 to $45,000 in principal amount with lengths of between 13 and 60 months. The Bank expects to begin providing such loans as early as the third quarter of fiscal 2018. The Bank has the contractual right to sell these loans or ~~interests in the loans. The agreement marks the entry point~~ for the ~~Company into a direct-to-consumer credit business.~~quarter ended December 31, 2022.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~META~~PATHWARD FINANCIAL, ~~GROUP, INC®.~~INC.®

AND SUBSIDIARIES

~~FORWARD LOOKING~~FORWARD-LOOKING STATEMENTS

~~Meta Financial Group, Inc.®, (“Meta Financial”~~PATHWARD FINANCIAL, INC.TM("Pathward Financial" or ~~“the Company”~~the "Company" or ~~“us”~~"us") and its wholly-owned subsidiary, ~~MetaBank® (the “Bank”~~PathwardTM, National Association ("Pathward, N.A" or ~~“MetaBank”~~"Pathward" or "the Bank"), may from time to time make written or oral “forward-looking statements,” including statements contained in this Quarterly Report on Form 10-Q, ~~in its~~the Company’s other filings with the Securities and Exchange Commission ~~(“SEC”~~(the "SEC"), ~~in its~~the Company’s reports to stockholders, and in other communications by the Company and ~~the Bank,~~Pathward, National Association, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

You can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” or the negative of those terms, or other words of similar meaning or similar expressions. You should carefully read statements that contain these words because they discuss our future expectations or state other “forward-looking” information. These forward-looking statements are based on information currently available to us and assumptions about future events, and include statements with respect to the Company’s beliefs, expectations, estimates, and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company’s control. Such risks, uncertainties and other factors may cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Such statements address, among others, the following subjects: future operating ~~results;~~results including our performance expectations; the impact of measures expected to increase efficiencies or reduce expenses; customer retention; loan and other product demand; ~~important components of the Company's statements of financial condition~~expectations concerning acquisitions and ~~operations; growth and expansion;~~divestitures; new products and ~~services, such as those offered by~~services; credit quality; the ~~Bank or~~level of net charge-offs and the Company's Payments divisions (which includes Meta Payments Systems (“MPS”) and its tax-related financial solutions divisions: Refund Advantage, EPS Financial (“EPS”) and Specialty Consumer Services (“SCS”)); credit quality and adequacy of ~~reserves;~~the allowance for credit losses; technology; and the Company's employees. The following factors, among others, could cause the Company's financial performance and results of operations to differ materially from the expectations, estimates, and intentions expressed in such forward-looking statements: the risk that the transaction with Crestmark may not occur on a timely basis or at all; the parties’ ability to obtain regulatory approvals and approval of their respective shareholders, and otherwise satisfy the other conditions to closing, on a timely basis or at all; the risk that the businesses of the Company and MetaBank, on the one hand, and Crestmark and Crestmark Bank, on the other hand, may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; themaintaining our executive management team; expected growth opportunities ~~beneficial synergies and/or operating efficiencies from the proposed transaction with Crestmark~~ may not be ~~fully~~ realized or may take longer to realize than expected; ~~customer losses and business disruption following~~ the ~~announcement or consummation~~potential adverse effects of the ~~proposed transaction; potential litigation relating to the proposed merger transaction; the risk that the Company may incur unanticipated~~ongoing COVID-19 pandemic and any governmental or ~~unknown losses~~societal responses thereto, or ~~liabilities if it completes the proposed transaction with Crestmark~~other unusual and ~~Crestmark Bank; the risk that the Company’s preliminary analysis of~~infrequently occurring events, including the impact ofon financial markets from geopolitical conflicts such as the ~~Tax Act may be incorrect; additional changes in tax laws; the risk that the Bank may be unable~~military conflict between Russia and Ukraine; our ability to ~~originate between $500 million~~achieve brand recognition for Pathward equal to or greater than we have enjoyed for MetaBank; our ability to successfully implement measures designed to reduce expenses and $1 billion in personal loans during the three-year term of the program agreement with Liberty Lending, LLC; the risk that we are unable to recoup a significant portion of the lost earnings associated with the non-renewal of the agreement with H&R Block through agreements with new tax partners and expanded relationships with existing tax partners; the risk that loan production levels and other anticipated benefits related to the agreement with Jackson Hewitt Tax Service®, as extended, may not be as much as anticipated; maintaining our executive management team; the strength of the United States' economy, in general, and the strength of the local economies in which the Company conducts operations; the effects of, andincrease efficiencies; changes in trade, monetary, and fiscal policies and laws, including actual changes in interest ~~rate policies of~~rates and the ~~Board of Governors of~~Fed Funds rate; changes in tax laws; the ~~Federal Reserve System (the “Federal Reserve”), as well as efforts~~strength of the United ~~States Treasury in conjunction with bank regulatory agencies to stimulate the~~States' economy, and ~~protect~~ the ~~financial system;~~local economies in which the Company operates; inflation, ~~interest rate,~~ market, and monetary fluctuations; the timely ~~development of,~~ and ~~acceptance~~efficient development of new products and services offered by the Company or its strategic partners, as well as risks (including reputational and litigation) attendant thereto, and the perceived overall value of these products and services by users; Pathward's ability to maintain its Durbin Amendment exemption; the risks of dealing with or utilizing third parties, including, in connection with the Company’s prepaid card and tax refund advance ~~business,~~businesses, the risk of reduced volume of refund advance loans as a result of reduced customer demand for or ~~acceptance of~~ usage of ~~the Company’s~~Pathward’s strategic partners’ refund advance products; our relationship with, and any actions which may be initiated by, our ~~regulators in the future; the impact of~~regulators; changes in financial services laws and regulations, including ~~but not limited to,~~ laws and regulations relating to the tax refund industry and the insurance premium finance industry; our relationship with our primary regulators, the Office of the Comptroller of the Currency (“OCC”) and the Federal Reserve, as well as the Federal Deposit Insurance Corporation (“FDIC”), which insures the Bank’s deposit accounts up to applicable limits; technological changes, including, but not limited to, the protection of our electronic ~~files or databases; acquisitions;~~systems and information; the impact of acquisitions and divestitures; litigation ~~risk, in general, including, but not limited to, those risks involving the Bank's divisions;~~risk; the growth of the Company’s business, as well as expenses related thereto; continued maintenance by ~~the Bank~~Pathward of its status as a well-capitalized ~~institution, particularly in light of our growing deposit base, a portion of which has been characterized as “brokered”;~~institution; changes in consumer spending and saving habits; losses from fraudulent or illegal activity; technological risks and developments and cyber threats, attacks, or events; and the success of the Company at maintaining its high quality asset level and managing and collecting assets of borrowers in default should problem assets increase.

The foregoing list of factors is not exclusive. We caution you not to place undue reliance on these forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date ~~hereof.~~hereof, and the Company does not undertake any obligation to update, revise, or clarify these forward-looking statements whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in ~~their~~its entirety by the cautionary statements contained or referred to in this section. Additional discussions of factors affecting the Company’s business and prospects are ~~included~~reflected under the caption ~~"Risk Factors" and in other sections~~“Risk Factors” of the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended September 30, ~~2017~~2022, and in the Company's other filings made with the SEC. The Company expressly disclaims any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as a result of new information, changed circumstances, or future events or for any other reason.

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GENERAL

The Company, a registered ~~unitary savings and loan~~bank holding company, is a Delaware corporation, the principal assets of which are all the issued and outstanding shares of the Bank, a ~~federal savings~~national bank. Unless the context otherwise requires, references herein to the Company include ~~Meta~~Pathward Financial and the Bank, and all direct or indirect subsidiaries of ~~Meta~~Pathward Financial on a consolidated basis.

The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “CASH.”

The following discussion focuses on the consolidated financial condition of the Company at December 31, ~~2017,~~2022, compared to September 30, ~~2017,~~2022, and the consolidated results of operations for the three months ended December 31, ~~2017~~2022 and ~~2016.~~2021. This discussion should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the fiscal year ended September 30, ~~2017~~2022 and the related management's discussion and analysis of financial condition and results of operations contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2022.

~~BUSINESS DEVELOPMENTS~~EXECUTIVE SUMMARY

Pursuant to the terms of the merger agreement, at the effective time of the merger, Crestmark will merge with and into the Company, and Crestmark Bank will merge with and into MetaBank. As of September 30, 2017, the Bank had $5.2 billion in assets and $1.3 billion in total loans and, on a pro forma consolidated basis, the combined company would have had approximately $6.4 billion in assets and $2.2 billion in loans and leases, or 34% of total assets, with lending operations throughout the U.S.

Under the terms of the merger agreement, Crestmark shareholders will receive 2.65 shares of the Company's common stock for each share of Crestmark common stock. The aggregate value of the acquisition consideration, based on the closing price of Meta Financial shares on January 8, 2018, of $91.35, would have been $320.6 million. Giving effect to the transaction, existing shareholders of the Company are expected to own approximately 75%, and Crestmark shareholders are expected to own approximately 25%, of the outstanding shares of the Company.

Crestmark, through Crestmark Bank, is a commercial lender offering asset-based loans, equipment finance leases and government guaranteed loans to small and mid-sized businesses across the US. Crestmark focuses on working with a broad range of industries, including manufacturing, transportation and health care. Crestmark will operate as a division of MetaBank and will continue to operate from its offices in Troy, Michigan.

On January 25, 2018, the Company announced that MetaBank entered into a three year program agreement with Liberty Lending, LLC ("Liberty"), whereby MetaBank will provide personal loans to Liberty customers. Under the agreement, the Bank expects to originate between $500 million and $1 billion in personal loans during the term of the program. The loan products contemplated under this agreement will be closed-end installment loans ranging from $3,500 to $45,000 in principal amount with lengths of between 13 and 60 months. The Bank expects to begin providing such loans as early as the third quarter of fiscal 2018. The Bank has the contractual right to sell these loans or interests in the loans. The agreement marks the entry pointBusiness Highlights for the ~~Company into a direct-to-consumer credit business.~~2023 Fiscal First Quarter

As previously disclosed, on October 11, 2017, the Company completed the purchase of a $73.0 million, seasoned, floating rate, private student loan portfolio. All loans are indexed to one-month LIBOR. The portfolio is serviced by ReliaMax Lending Services LLC and insured by ReliaMax Surety Company. This portfolio purchase builds on the Company's existing student loan platform.

~~OVERVIEW OF FINANCIAL PERFORMANCE~~

The Company recorded net income of $4.7 million, or $0.48 per diluted share, for the three months ended December 31, 2017, compared to net income of $1.2 million, or $0.14 per diluted share, for the three months ended December 31, 2016, an increase of 275%. Included in the 2018 fiscal first quarter net income was an additional, non recurring income tax expense of $3.6 million from a reduction in the value of certain deferred tax assets as a result of the Tax Cuts and Jobs Act (the "Tax Act") signed into law on December 22, 2017. The 2018 fiscal first quarter pre-tax results included a $1.0 million loss on sale of investments and $1.3 million of acquisition expenses. The 2018 fiscal first quarter pre-tax results also included $1.7 million in amortization of intangible assets and $1.3 million in non-cash stock-related compensation associated with executive officer employment agreements.

~~Net interest income was $26.2 million in the 2018 fiscal first quarter, an increase of $6.4 million, or 32%, compared to~~•During the first quarter of fiscal ~~2017. This increase~~year 2023, the Company recognized the remaining $10.0 million as part of the agreement with Beige Key, LLC to cease all use of the Meta name and trademarks. The $10.0 million was ~~primarily~~recognized as noninterest income as a ~~result~~gain on sale of ~~high credit quality loan growth~~trademarks. As part of the corporate rebrand, the Company recognized $3.7 million of pre-tax expenses related to rebranding efforts during the first quarter of fiscal 2023. Since the first quarter of fiscal year 2022 through the first quarter of fiscal year 2023, the Company has recognized $16.9 million in ~~both~~expenses related to rebranding efforts. The Company does not anticipate any further material expenses related to rebranding efforts.

Financial Highlights for the ~~commercial insurance premium finance loan portfolio and community banking loan portfolio, as well as~~2023 Fiscal First Quarter

•Total revenue for the purchased floating rate student loans. Also contributing to the improvement were increases in higher yielding securities balances, primarily due to highly-rated tax-exempt municipal securities at relatively high tax equivalent yields andfirst quarter was $149.8 million, a ~~continuing improvement in the overall interest-earning asset mix.~~

~~Card fee income increased $6.8~~decrease of $8.4 million, or ~~37%~~5%, ~~for the 2018 fiscal first quarter when~~ compared to the same quarter in ~~2017. This~~fiscal 2022, primarily driven by the $50.0 million gain on sale of trademarks recognized during the prior year period, partially offset by an increase ~~was due to residual fees related to a wind down~~in interest income and the $10.0 million gain on sale of ~~two~~trademarks recognized during the first quarter of ~~our non-strategic programs. The Company expects~~ fiscal year ~~2018 total card fee income~~2023.

•Net interest margin ("NIM") increased 103 basis points to ~~be between $95.0 million~~5.62% for the first quarter from 4.59% during the same period of last year. The prior year period was impacted by excess cash associated with the Company's participation in the U.S. Treasury Department's Economic Impact Program.

•Total gross loans and ~~$101.0 million and expects total card processing expense to be between $23.0 million and $27.0 million.~~

~~Total tax product fee income increased $1.5~~leases at December 31, 2022 decreased $174.5 million, or ~~242%~~5%, ~~from $0.6 million for the three months ended~~to $3.51 billion compared to December 31, ~~2016~~2021 and decreased $26.6 million, or 1%, when compared to ~~$2.1 million for~~September 30, 2022. The decrease compared to the ~~three months ended December 31, 2017. This increase~~prior year quarter was primarily due to a reduction in warehouse finance loans and the ~~volume~~sale of ~~pre-season tax advance loans originated~~the $81.5 million student loan portfolio during the ~~first~~fiscal 2022 fourth quarter, of fiscal 2018 compared to the first quarter of fiscal 2017. All of these loans are being held during fiscal 2018, as opposed to the previous year when many of these loans were sold, which also contributed to the increase.

~~The Company's 2018 fiscal first quarter average assets grew to $4.12 billion, compared to $3.49 billion in the 2017 first quarter, an increase of 18%, primarily driven~~partially offset by growth in ~~loan and securities balances.~~

~~Total loans receivable, net of allowance for loan losses, increased $393.2 million, or 36%, at December 31, 2017, compared to December 31, 2016. This increase was primarily related to growth in~~the commercial real estate loans of $213.5 million, or 48%, growth in consumer loans of $101.8 million, or an increase of 59%, of which $56.7 million was attributable to the Company's purchased student loan portfolios and $44.0 million was related to refund advance loans, growth in commercial insurance premium finance ~~loans of $56.2 million, or an increase of 31%, and growth in residential mortgage loans of $31.1 million, or an increase of 18%.~~ portfolio. The growth in net loans receivable from December 31, 2016 to December 31, 2017 was partially offset by an $11.6 million decrease, or a 12% decrease, in total agricultural loans. Excluding all purchased student loan portfolios and refund advance loans, total loans receivable, net of allowance for loan losses, at December 31, 2017 were up $293.1 million, or 30%, compared to the same period of the prior year. At December 31, 2017, community banking loans increased $223.3 million, or 29%, compared to December 31, 2016.

~~Payments division average deposits increased $295.2 million, or 15%,~~primary driver for the ~~2018~~decrease on a linked quarter basis was the reduction in warehouse finance loans.

•During the fiscal 2023 first quarter, ~~when compared to the same quarter of 2017.~~

Non-performing assets (“NPAs”) were 0.61% of total assets at December 31, 2017, compared to 0.05% at December 31, 2016. The increase in NPAs was primarily related to a large, well-collateralized agricultural loan relationship being more than 90 days past due, which was still accruing at December 31, 2017. On January 2, 2018, a deed in lieu of foreclosure was executed on the collateral for this relationship upon which the Company ~~took ownership~~repurchased 653,994 shares of ~~the properties serving as collateral and transferred the loans to foreclosed real estate and repossessed assets. If, as expected, the properties are sold prior to the end~~common stock at an average share price of the agreed-upon receivership period set forth in the settlement agreement, the Company will be entitled to all principal, note interest, legal and other fees and expenses. After the receivership period ends, if the properties are not sold, the Company will be entitled to the fair value of the properties, which the Company believes to be significantly in excess of all principal, note interest, legal and other fees and expenses. At September 30, 2017, NPAs were 0.72% of total assets. The decrease in NPAs from September 30, 2017 to December 30, 2017 was primarily due to the payoff of a $7.0 million nonperforming agricultural loan relationship during the first quarter of fiscal 2018.$38.10.

FINANCIAL CONDITION

At December 31, ~~2017,~~2022, the Company’s total assets ~~increased~~decreased by ~~$189.6~~$88.2 million ~~or 4%,~~ to ~~$5.42~~$6.66 billion compared to ~~$5.23 billion at~~ September 30, ~~2017. The increase in assets was~~2022, primarily due to ~~an increase~~decreases of $35.1 million in securities available for sale, $26.6 million in total loans ~~receivable.~~and leases, and $18.9 million in cash and cash equivalents.

Total cash and cash equivalents ~~were $1.30 billion~~was $369.2 million at December 31, ~~2017, an increase of $32.8~~2022, decreasing from $388.0 million ~~or 3%, from $1.27 billion~~at September 30, ~~2017. Similar to September 30, 2017, the Company also temporarily repositioned the balance sheet at the end of the 2018 fiscal first quarter to prepare for the upcoming seasonal tax lending activity.~~

2022. The Company maintains its cash investments primarily in interest-bearing overnight deposits with the FHLB of Des Moines and the ~~Federal Reserve Bank.~~ FRB. At December 31, 2022, the Company did not have any federal funds sold.

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The ~~total of mortgage-backed securities (“MBS”) and~~Company's investment ~~securities~~security balances decreased ~~$21.1~~$36.2 million, or 1%2%, to ~~$2.24~~$1.89 billion at December 31, ~~2017,~~2022, compared to ~~$2.26~~$1.92 billion at September 30, ~~2017, as~~2022, due to maturities ~~sales,~~ and principal pay ~~downs exceeded purchases.~~downs. The Company’s portfolio of ~~investment~~ securities ~~and MBS securities~~customarily consists primarily of ~~U.S. Government agency and instrumentality~~ MBS, which have ~~relatively short~~ expected lives ~~U.S. Government related asset backed securities, U.S. Government agency or instrumentality collateralized housing related municipal securities, and high quality~~much shorter than the stated final maturity, non-bank qualified obligations of states and political subdivisions, ~~(“NBQ”),~~ which mature in approximately 15 years or ~~less. Of the total MBS, $600.1 million were classified as available for sale,~~less, and ~~$8.5 million were classified as held to maturity. Of the total investment~~other tax exempt municipal mortgage related pass through securities ~~$1.39 billion were classified as available for sale and $235.0 million were classified as held to maturity.~~which have average lives much shorter than their stated final maturities. During the three ~~month period~~months ended December 31, ~~2017,~~2022, the Company ~~purchased $105.3 million~~made no purchases of investment ~~securities available~~securities.

Loans held for sale ~~no MBS securities, and no investment securities~~at December 31, 2022 totaled $17.1 million, decreasing from $21.1 million at September 30, 2022. This decrease was driven by a reduction in consumer credit products held ~~to maturity, with the available~~ for sale ~~investment security purchases consisting primarily of Ginnie Mae (“GNMA”) convertible~~at December 31, 2022 compared to September 30, 2022.

Total gross loans and ~~collateralized municipal housing securities and other municipal housing securities fully collateralized by U.S. agency and instrumentality securities.~~

During the first quarter of fiscal 2018, the Company early adopted Accounting Standard Update ("ASU") 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." Due to the early adoption of the ASU, the Company transferred $204.7 million of investment securities and $101.3 million of MBS from HTM to AFS during the first quarter of fiscal 2018. This change allows for enhanced balance sheet management and provides the opportunity for more liquidity, should it be needed.

~~The Company’s portfolio of net loans receivable increased $182.4 million, or 14%, to $1.50~~leases totaled $3.51 billion at December 31, ~~2017, from $1.32~~2022, as compared to $3.54 billion at September 30, ~~2017. This increase~~2022. The primary driver for the decrease on a linked quarter basis was ~~primarily attributable to~~ a ~~$112.0 million~~reduction in warehouse finance loans and commercial finance loans, partially offset by an increase in the consumer finance portfolio and the seasonal increase in tax services loans. See Note 5 to the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

Commercial finance loans, ~~largely~~which comprised 86% of the Company's gross loan and lease portfolio, totaled $3.01 billion at December 31, 2022, reflecting a reduction of $16.8 million, or 1%, from September 30, 2022.

Through the Bank, the Company owns stock in the FHLB due to the ~~student loan portfolio~~Bank’s membership and participation in this banking system as well as stock in the Federal Reserve Bank. The FHLB requires a level of stock investment based on a pre-determined formula. The Company’s investment in these stocks was $28.8 million at December 31, 2022 and at September 30, 2022, as purchases and refund advance loans, a $68.5 million, or 12%, increase in commercial real estate loans, a $20.8 million, or 58%, increase in commercial operating loans, and a $7.3 million, or 4%, increase in residential mortgage loans,were offset ~~in part~~ by ~~a $14.8 million, or 6%, decrease in commercial insurance premium finance loans and a $9.4 million, or 10%, decrease in total agricultural loans,~~redemptions of FHLB membership stock during the three months ended December 31, ~~2017. Excluding the purchased student loan portfolios and refund advances, total loans receivable, net of allowance for loan losses, would have increased $72.2 million, or 6%, from September 30, 2017~~2022.

Total end-of-period deposits decreased 1% to December 31, 2017. Community banking loans increased $61.5 million, or 7%, during this period. Of the $654.0 million in commercial and multi-family real estate loans at December 31, 2017, $129.9 million were considered high-volatility commercial real estate (“HVCRE”) loans. While such HVCRE loans are risk-weighted at 150% rather than 100%, as is customary for non-HVCRE commercial loans, the increase to the Company’s risk-weighted assets continues to be inconsequential in terms of the Company’s capital ratios.

Total deposits increased $290.2 million, or 9%, at December 31, 2017, to $3.51 billion from $3.22 billion at September 30, 2017, primarily related to an increase of $325.6 million in non-interest bearing deposits, an increase of $17.1 million in interest-bearing checking deposits and a $4.6 million increase in certificates of deposit. The increase in total deposits was partially offset by a decrease of $55.8 million in wholesale deposits. Deposits attributable to the Payments segment increased by $331.8 million, or 14%, to $2.77$5.79 billion at December 31, ~~2017,~~2022, compared to ~~$2.44 billion~~September 30, 2022, primarily driven by a decrease in noninterest-bearing deposits of $68.0 million.

The Company's total borrowings decreased $1.1 million, or 3%, from $36.0 million at September 30, ~~2017. The average balance of total deposits and interest-bearing liabilities was $3.62 billion for the three month period ended December 31, 2017, compared~~2022 to ~~$3.06 billionfor the same period in the prior year. The average balance of non-interest bearing deposits for the three month period ended December 31, 2017 increased by$272.3~~$35.0 million ~~or 13%, to $2.33 billion, compared to the same period in the prior year.~~

~~Total borrowings decreased $91.1 million, or 6%, from $1.49 billion at September 30, 2017 to $1.40 billion~~ at December 31, 2017, primarily due to a decrease of federal funds purchased. At September 30, 2017 and December 31, 2017, the Company's cash balances were much higher than normal due to a temporary repositioning of the balance sheet at those dates as part of its preparations for the 2018 tax season. The Company’s overnight federal funds purchased fluctuates on a daily basis due to the nature of a portion of its non-interest bearing deposit base, primarily related to payroll processing timing with a higher volume of overnight federal funds purchased on Monday through Wednesday, which are typically paid down on Thursday and Friday. Secondarily, a portion of certain programs are pre-funded, typically in the final week of the month and the corresponding deposits are received typically on the first day of the following month causing a temporary increased need for overnight borrowings. Accordingly, our level of borrowings may fluctuate significantly on any particular quarter end date.2022.

At December 31, ~~2017,~~2022, the Company’s stockholders’ equity totaled ~~$437.7~~$659.1 million, an increase of ~~$3.2~~$14.0 million, from ~~$434.5~~$645.1 million at September 30, ~~2017.~~2022. The increase was primarily attributable to ~~net earnings and an increase~~a change in ~~additional paid-in capital, offset by~~ accumulated other comprehensive income ("AOCI"). The Company and ~~cash dividends paid. At~~Bank remained above the federal regulatory minimum capital requirements at December 31, ~~2017, the Bank~~2022, and continued to ~~exceed all~~be classified as well-capitalized, and in good standing with the regulatory ~~requirements for classification as a well‑capitalized institution.~~agencies. See “Liquidity and Capital Resources” for further information.

~~Non-performing Assets~~Noninterest-bearing Checking Deposits. The Company may hold negative balances associated with cardholder programs in the BaaS business line that are included within noninterest-bearing deposits on the Company's Condensed Consolidated Statements of Financial Condition. Negative balances can relate to any of the following payments functions:

–Prefundings: The Company deploys funds to cards prior to receiving cash (typically 2-3 days) where the prefunding balance is netted at a pooled partner level utilizing ASC 210-20.

–Discount fundings: The Company funds cards in alignment to expected breakage values on the card. Consumers may spend more than is estimated. These discounts are netted at a pooled partner level using ASC 210-20. The majority of these discount fundings relate to a small number of partners, and ~~Allowance~~analyzed on an ongoing basis.

–Demand Deposit Account ("DDA") overdrafts: Certain programs offered allow cardholders traditional DDA overdraft protection services whereby cardholders can spend a limited amount in excess of their available card balance. When overdrawn, these accounts are re-classed as loans on the balance sheet within the Consumer Finance category.

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The Company meets the Right of Set off criteria in ASC 210-20, Balance Sheet - Offsetting, for ~~Loan Losses~~all payments negative deposit balances with the exception of DDA overdrafts. The following table summarizes the Company's negative deposit balances within the BaaS business line:


(Dollars in thousands)	December 31, 2022		September 30, 2022
Noninterest-bearing deposits	$	5,903,642	$	5,916,142
Prefunding	(292,943)		(244,462)
Discount funding	(22,652)		(15,991)
DDA overdrafts	(8,921)		(8,587)
Noninterest-bearing checking, net	$	5,579,126	$	5,647,102

Custodial Off-Balance Sheet Deposits. The Bank utilizes a custodial deposit transference structure for certain prepaid and deposit programs whereby the Bank, acting as custodian of cardholder funds, places a portion of such cardholder funds that are not needed to support near term settlement at one or more third-party banks insured by the FDIC (each, a “Program Bank”). Accounts opened at Program Banks are established in the Bank’s name as custodian, for the benefit of the Bank’s cardholders. The Bank remains the issuer of all cards and holder of all accounts under the applicable cardholder agreements and has sole custodial control and transaction authority over the accounts opened at Program Banks.

The Bank maintains the records of each cardholder’s deposits maintained at Program Banks. Program Banks undergo robust due diligence prior to becoming a Program Bank and are also subject to continuous monitoring.

In return for record keeping services at Program Banks, the Bank receives a servicing fee (“Servicing Fee”). For the three months ended December 31, 2022, the Company recognized $12.9 million in servicing fee income as compared to an insignificant amount for the three months ended December 31, 2021. The Servicing Fee has been typically reflective of the EFFR upon a renegotiation of the contracts with Program Banks.

As of December 31, 2022, the Company managed $2.23 billion of customer deposits at other banks in its capacity as custodian. The balance of these deposits increased $915.9 million as of December 31, 2022 as compared to $1.31 billion at September 30, 2022 primarily due to seasonal activity. These deposits provide the Company with excess deposits that can earn record keeping service fee income, typically reflective of the EFFR.

Approximately 43% of the deposit portfolio as of December 31, 2022 are subject to variable card processing expenses that are derived from the terms of contractual agreements with certain BaaS partners. These agreements are tied to a rate index, typically the EFFR.

RESULTS OF OPERATIONS

~~Generally,~~General

The Company recorded net income of $27.8 million, or $0.98 per diluted share, for the ~~majority~~three months ended December 31, 2022, compared to net income of $61.3 million, or $2.00 per diluted share, for the three months ended December 31, 2021. Total revenue for the fiscal 2023 first quarter was $149.8 million, a decrease of $8.4 million, or 5%, compared to the same quarter in fiscal 2022, primarily driven by the $50.0 million gain on sale of trademarks recognized during the prior year period, partially offset by an increase in interest income and the $10.0 million gain on sale of trademarks recognized during the three months ended December 31, 2022.

Net Interest Income

Net interest income for the fiscal 2023 first quarter was $84.1 million, an increase of 17%, from the same quarter in fiscal 2022. The increase was mainly attributable to increased yields and an improved earning asset mix.

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The first quarter average outstanding balance of loans and leases decreased $182.1 million compared to the same quarter of the prior year, primarily due to a reduction in warehouse finance loans and the sales of the remaining community bank and student loan ~~segments,~~portfolios, partially offset by an increase in the commercial finance loans. The Company’s average interest-earning assets for the first fiscal quarter decreased by $249.2 million to $5.93 billion compared with the same quarter in fiscal 2022, primarily due to a reduction in cash balances as a result of high cash levels during the prior year period related to the Company's participation in government stimulus programs. The decrease in interest-earnings assets was partially offset by growth in total investments and commercial finance loans and leases.

Fiscal 2023 first quarter NIM increased to 5.62% from 4.59% in the first fiscal quarter of last year. The overall reported tax equivalent yield (“TEY”) on average earning assets increased by 101 basis points to 5.70% compared to the prior year quarter, primarily driven by an increase in loan and lease and investment securities yields, along with a decrease in lower-yielding cash balances. The yield on the loan and lease portfolio was 7.70% compared to 6.96% for the comparable period last year and the TEY on the securities portfolio was 2.76% compared to 1.58% for that same period.

The Company's cost of funds for all deposits and borrowings averaged 0.07% during the fiscal 2023 first quarter, as compared to 0.08% during the prior year quarter. The Company's overall cost of deposits was 0.01% in the fiscal 2023 first quarter, the same as the prior year quarter.

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The following tables present, for the periods indicated, the Company’s total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. The balances presented in the table below are calculated on a daily average balance. Tax-equivalent adjustments have been made in yield on interest-bearing assets and net interest margin. Nonaccruing loans and leases have been included in the table as loans carrying a zero yield.


	Three Months Ended December 31,
	2022						2021
(Dollars in thousands)	Average Outstanding Balance		Interest Earned / Paid		Yield / Rate(1)		Average Outstanding Balance		Interest Earned / Paid		Yield / Rate(1)
Interest-earning assets:
Cash and fed funds sold	$	226,004	$	1,716	3.01	%	$	594,614	$	560	0.37	%
Mortgage-backed securities	1,571,022		10,412		2.63	%	1,007,030		3,864		1.52	%
Tax exempt investment securities	154,754		980		3.18	%	207,621		820		1.98	%
Asset-backed securities	155,988		1,149		2.92	%	387,567		1,152		1.18	%
Other investment securities	301,739		2,407		3.17	%	279,839		1,460		2.07	%
Total investments	2,183,503		14,948		2.76	%	1,882,057		7,296		1.58	%
Commercial finance	3,010,868		58,100		7.66	%	2,775,394		49,021		7.01	%
Consumer finance	198,372		4,313		8.63	%	316,573		6,114		7.66	%
Tax services	25,230		57		0.90	%	33,604		1,474		17.40	%
Warehouse finance	290,454		5,926		8.09	%	443,506		6,901		6.17	%
Community banking	—		—		—	%	137,898		1,525		4.39	%
Total loans and leases(3)	3,524,924		68,396		7.70	%	3,706,975		65,035		6.96	%
Total interest-earning assets	5,934,431		$	85,060	5.70	%	6,183,646		$	72,891	4.69	%
Noninterest-earning assets	589,580						839,854
Total assets	$	6,524,011					$	7,023,500

Interest-bearing liabilities:
Interest-bearing checking	$	447	$	—	0.33	%	$	389	$	—	0.32	%
Savings	62,607		6		0.04	%	80,765		5		0.03	%
Money markets	138,872		78		0.22	%	75,664		52		0.27	%
Time deposits	7,199		2		0.11	%	8,619		15		0.67	%
Wholesale deposits	5,712		56		3.89	%	67,384		69		0.41	%
Total interest-bearing deposits	214,837		142		0.26	%	232,821		141		0.24	%
Overnight fed funds purchased	24,783		244		3.91	%	327		—		0.31	%

Subordinated debentures	19,593		357		7.22	%	73,995		986		5.28	%
Other borrowings	15,817		260		6.53	%	18,636		151		3.22	%
Total borrowings	60,193		861		5.67	%	92,958		1,137		4.85	%
Total interest-bearing liabilities	275,030		1,003		1.45	%	325,779		1,278		1.56	%
Noninterest-bearing deposits	5,421,821		—		—	%	5,688,563		—		—	%
Total deposits and interest-bearing liabilities	5,696,851		$	1,003	0.07	%	6,014,342		$	1,278	0.08	%
Other noninterest-bearing liabilities	178,789						182,916
Total liabilities	5,875,640						6,197,258
Shareholders' equity	648,371						826,242
Total liabilities and shareholders' equity	$	6,524,011					$	7,023,500
Net interest income and net interest rate spread including noninterest-bearing deposits			$	84,057	5.63	%			$	71,613	4.61	%

Net interest margin					5.62	%					4.59	%
Tax-equivalent effect					0.02	%					0.02	%
Net interest margin, tax-equivalent(2)					5.64	%					4.61	%

(1) Tax rate used to arrive at the TEY for the three months ended December 31, 2022 and 2021 was 21%.

(2) Net interest margin expressed on a fully-taxable-equivalent basis ("net interest margin, tax-equivalent") is a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the estimated income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income. The Company believes that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis and, accordingly, believes the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.

(3) Included in the yield computation are net loan fees of $6.5 million and $8.2 million for the three months ended December 31, 2022 and 2021, respectively.

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Provision for Credit Losses

The Company recognized a provision for credit losses of $9.8 million for the quarter ended December 31, 2022, compared to $0.2 million of provision for credit losses expense for the comparable period in the prior fiscal year. The increase in provision for credit losses during the current quarter compared to the prior year period was primarily driven by the release of provision for credit losses related to the community bank portfolio during the prior year period. Net charge-offs were $3.2 millionfor the quarter ended December 31, 2022, compared to $1.1 million for the quarter ended December 31, 2021. Net charge-offs attributable to the commercial finance, tax services, and consumer finance portfolios for the current quarter were $2.0 million, $1.0 million, and $0.2 million, respectively.

Noninterest Income

Fiscal 2023 first quarter noninterest income decreased to $65.8 million from $86.6 million for the same period of the prior year. The decrease was primarily attributable to the gain on sale of trademarks as the Company recognized a $10.0 million gain during the current quarter as compared to a $50.0 million gain during the same period of the prior year. The period over period decrease was partially offset by increases in card and deposit fee income, gain on sale of other, other income, and rental income.

The increase in card and deposit fee income was primarily from servicing fee income on off-balance sheet deposits, which totaled $12.9 million during the fiscal 2023 first quarter, as compared to an insignificant amount for the fiscal quarter ended December 31, 2021.

Noninterest Expense

Noninterest expense increased 27% to $105.1 million for the fiscal 2023 first quarter, from $82.4 million for the same quarter last year. The increase was primarily attributable to increases in card processing expense, compensation expense, legal and consulting expense, and operating lease equipment depreciation.

The card processing expense increase was due to structured agreements with BaaS partners. The amount of expense paid under those agreements is based on an agreed upon rate index that varies depending on the deposit levels, floor rates, market conditions, and other performance conditions. Generally, this rate index averages between 50% to 85% of the EFFR and reprices immediately upon a change in the EFFR. Approximately 43% of the deposit portfolio was subject to these higher card processing expenses. For the fiscal quarter ended December 31, 2022, card processing expenses related to these structured agreements were $14.0 million, as compared to $0.1 million for the fiscal quarter ended December 31, 2021.

Income Tax Expense

The Company recorded an income tax expense of $6.6 million, representing an effective tax rate of 18.8%, for the fiscal 2023 first quarter, compared to income tax expense of $14.3 million, representing an effective tax rate of 18.9%, for the first quarter last year. The current quarter decrease in income tax expense was primarily due to decreased earnings.

The Company originated $11.4 million in solar leases during the fiscal 2023 first quarter, resulting in $3.1 million in total net investment tax credits. During the first quarter of fiscal 2022, the Company originated $21.2 million in solar leases resulting in $5.7 million in total net investment tax credits. Investment tax credits related to solar leases are recognized ratably based on income throughout each fiscal year. The timing and impact of future solar tax credits are expected to vary from period to period, and the Company intends to undertake only those tax credit opportunities that meet the Company's underwriting and return criteria.

Asset Quality

Generally, when a loan or lease becomes delinquent 90 days or more ~~(210 days or more for commercial insurance premium finance loans),~~ or when the collection of principal or interest becomes doubtful, the Company will place the loan or lease on a ~~non-accrual~~nonaccrual status and, as a result, previously accrued interest income on the loan or lease is reversed against current income. The loan or lease will generally remain inon a non-accrual status until six months of good payment history has been established or management believes the ~~loan becomes current~~financial status of the borrower has been significantly restored. Certain relationships in the table below are over 90 days past due and ~~has demonstrated a sustained period~~still accruing. The Company considers these relationships as being in the process of ~~satisfactory performance, typically after six months.~~

~~Consumer~~collection. Insurance premium finance loans, consumer finance and tax ~~advance~~services loans ~~originated through the Company's tax divisions,~~ are ~~interest and fee free to the consumer. Due to the nature of consumer advance loans, it typically takes no more than three e-file cycles, the period of time between scheduled IRS payments, from~~generally not placed on nonaccrual status but are instead written off when the ~~return is accepted to collect. In the event~~collection of ~~default, MetaBank has no recourse with the tax consumer. Generally, when the refund advance loan becomes delinquent for 180 days~~principal and interest become doubtful.

Loans and leases, or ~~more, or~~portions thereof, are charged-off when collection of principal becomes ~~doubtful, the Company will~~doubtful. Generally, this is associated with a delay or shortfall in payments of greater than 210 days for insurance premium finance, 180 days for tax and other specialty lending loans, 120 days for consumer credit products and 90 days for other loans.

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Action is taken to charge off ERO loans if such loans have not been collected by the ~~loan balance.~~end of June and refund advance loans if such loans have not been collected by the end of the calendar year. Nonaccrual loans and troubled debt restructurings are generally considered impaired.

The Company believes that the level of allowance for ~~loan~~credit losses at December 31, ~~2017~~2022 was appropriate and reflected probable losses related to these ~~loans;~~loans and leases; however, there can be no assurance that all loans and leases will be fully collectible or that the present level of the allowance will be adequate in the future. See the section below titled “Allowance for ~~Loan~~Credit Losses” ~~below.~~for further information.

The table below sets forth the amounts and categories of ~~non-performing assets in~~ the ~~Company’s portfolio as of the dates set forth below. Foreclosed assets include assets acquired in settlement of loans.~~Company's nonperforming assets.


(Dollars in thousands)	December 31, 2022			September 30, 2022
Nonperforming Loans and Leases
Nonaccruing loans and leases:
Commercial finance	$	25,077		$	13,375



Total nonaccruing loans and leases	25,077			13,375

Accruing loans and leases delinquent 90 days or more:


Commercial finance	13,281			4,142
Consumer finance	2,493			2,793
Tax services(1)	—			8,873


Total accruing loans and leases delinquent 90 days or more	15,774			15,808
Total nonperforming loans and leases	40,851			29,183

Other Assets
Nonperforming operating leases	4,188			1,736

Foreclosed and repossessed assets:
Commercial finance	—			1

Total foreclosed and repossessed assets	—			1

Total other assets	4,188			1,737
Total nonperforming assets	$	45,039		$	30,920
Total as a percentage of total assets	0.68		%	0.46		%
(1) Certain tax services loans do not bear interest.

Non-Performing Assets As Of
December 31, 2017 September 30, 2017
Non-Performing Loans (Dollars in Thousands)

Non-Accruing Loans:
Commercial and Multi-Family Real Estate 284
685
Total ⁽¹⁾
284
685

Accruing Loans Delinquent 90 Days or More

1-4 Family Real Estate 234
—
Agricultural Real Estate 27,818
34,198
Consumer 1,624
1,406
Agricultural Operating —
97
CML Insurance Premium Finance 3,194
1,205
Total 32,870
36,906

Total Non-Performing Loans 33,154
37,591

Other Assets
Foreclosed Assets:
1-4 Family Real Estate —
62
Commercial and Multi-Family Real Estate 128
230
Total 128

292

Total Other Assets $ 128

$ 292

Total Non-Performing Assets $ 33,282

$ 37,883
Total as a Percentage of Total Assets 0.61 % 0.72 %
Total Non-Performing Assets as a Percentage of Total Assets - excluding insured loans⁽²⁾
0.58 % 0.70 %

⁽¹⁾~~During the three-month period ended~~The Company's nonperforming loans and leases at December 31, 2017, the Company had $1.1 million of loans modified as troubled debt restructurings ("TDRs") and no loans modified as TDRs during the three-month period ended September 30, 2017. In addition, the Company had $1.6 million and $0.5 million of TDRs performing in accordance with their terms at each of the periods ended December 31, 2017 and September 30, 2017.

⁽²⁾~~Excludes from non-performing assets the student loans that are insured by ReliaMax Surety Company.~~

~~At December 31, 2017, non-performing loans totaled $33.2~~2022 were $40.9 million, representing ~~2.19%~~1.16% of total gross loans and leases, compared to ~~$37.6~~$29.2 million, or ~~2.83%~~0.82% of total gross loans and leases at September 30, ~~2017. This decrease~~2022. The increase in ~~non-performing~~the nonperforming assets as a percentage of total assets at December 31, 2022 compared to September 30, 2022, was driven by an increase in nonperforming loans ~~was~~in the commercial finance portfolio, primarily due to ~~the payoff of a $7.0 million~~one lending relationship that moved to nonperforming ~~agricultural loan relationship~~ during the ~~first quarter of fiscal 2018.~~period. The increase was partially offset by a decrease in nonperforming tax services loans due to seasonal timing.

Classified Assets. Federal regulations provide for the classification of certain loans, leases, and other assets such as debt and equity securities considered by ~~our~~the Bank's primary regulator, the OCC, to be of lesser quality as “substandard,” “doubtful” or ~~“loss.~~“loss,” with each such classification dependent on the facts and circumstances surrounding the assets in question. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the Bank will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such minimal value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

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General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When assets are classified as “loss,” the Bank is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to ~~charge-off~~charge off such amount. The Bank’s determinations as to the classification of its assets and the amount of its valuation allowances are subject to review by its regulatory authorities, which may order the establishment of additional general or specific loss allowances.

On the basis of management’s review of its loans, leases, and other assets, at December 31, ~~2017,~~2022, the Company had classified ~~$40.4~~loans and leases of $199.4 million ~~of its assets~~ as substandard, ~~and did not classify any assets~~$3.9 million as doubtful orand none as loss. At September 30, ~~2017,~~2022, the Company classified ~~$40.6~~loans and leases of $203.7 million ~~of its assets~~ as substandard, ~~and did not classify any assets~~$4.0 million as doubtful orand none as loss.

Allowance for ~~Loan~~Credit Losses. The ~~allowance~~ACL represents management’s estimate of current credit losses expected to be incurred by the loan and lease portfolio over the life of each financial asset as of the balance sheet date. The Company individually evaluates loans and leases that do not share similar risk characteristics with other financial assets, which generally means loans and leases identified as troubled debt restructurings or loans and leases on nonaccrual status. All other loans and leases are evaluated collectively for credit loss. A reserve for unfunded credit commitments such as letters of credit and binding unfunded loan ~~losses~~commitments is ~~established through~~recorded in other liabilities on the Condensed Consolidated Statements of Financial Condition.

Individually evaluated loans and leases are a ~~provision for loan losses~~key component of the ACL. Generally, the Company measures credit loss on individually evaluated loans based on ~~management’s evaluation of~~ the risk inherent in its loan portfolio and changes in the nature and volume of its loan activity, including those loans which are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectability may not be reasonably assured, involves consideration of, among other matters, the estimated fair value of the ~~underlying~~ collateral ~~economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an appropriate loan loss allowance.~~

~~Management closely monitors economic developments both regionally and nationwide, and~~less estimated selling costs, as the Company considers these ~~factors when assessing~~financial assets to be collateral dependent. If an individually evaluated loan or lease is not collateral dependent, credit loss is measured at the ~~appropriateness~~present value of ~~its allowance for~~expected future cash flows discounted at the loan ~~losses.~~ or lease initial effective interest rate.

The ~~current economic environment continues to show signs of improvement in the Bank’s markets. The Bank’s average loss rates over the past three years for community banking loans were relatively low~~Company's ACL totaled $52.6 million at December 31, 2022, an increase compared to peers, but were offset with a higher agricultural loss rate in fiscal year 2016 driven by the charge off of one relationship. The Bank does not believe it is likely that these low loss conditions will continue indefinitely. Although the Bank’s four market areas have indirectly benefited from a stable agricultural market, the market has become slightly stressed as commodity prices have generally remained lower than a few years ago. Management believes the low commodity prices and adverse weather conditions have the potential to negatively impact the economies of our agricultural markets. The improving economic conditions have also kept the loss rates on the national lending loans as well as the tax service loans relatively low, although management realizes that these low loss conditions may not continue.

~~At December 31, 2017, the Company had established an allowance for loan losses totaling $8.9 million, compared to $7.5~~$45.9 million at September 30, ~~2017. This~~2022. The increase in the ACL at December 31, 2022, when compared to September 30, 2022, was primarily due to a $4.7 million increase in the ~~additional provision expense related to loans originated by our~~commercial finance portfolio, a $1.4 million increase in the consumer finance portfolio and a $0.6 million increase in the seasonal tax services ~~divisions. During~~loan portfolio.

The following table presents the ~~three months ended December 31, 2017, the Company recorded~~Company's ACL as a ~~provision for loan losses~~percentage of ~~$1.1 million, partially offset by $0.3 million~~its total loans and leases.


	As of the Period Ended
	December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021
Commercial finance	1.62	%	1.46	%	1.56	%	1.66	%	2.04	%
Consumer finance	1.54	%	0.86	%	2.44	%	3.18	%	2.70	%
Tax services	2.01	%	0.05	%	54.29	%	35.76	%	1.60	%
Warehouse finance	0.10	%	0.10	%	0.10	%	0.10	%	0.10	%
Total loans and leases	1.50	%	1.30	%	2.04	%	2.38	%	1.84	%
Total loans and leases excluding tax services	1.50	%	1.30	%	1.44	%	1.59	%	1.84	%

The Company's ACL as a percentage of ~~net recoveries, compared~~total loans and leases increased to ~~$0.1 million~~of net charge offs for the three months ended December 31, 2016. Management believes that, based on a detailed review of the loan portfolio, historic loan losses, current economic conditions, the size of the loan portfolio, and other factors, the level of the allowance for loan losses1.50% at December 31, ~~2017 reflected~~2022 from 1.30% at September 30, 2022. The increase in the total loans and leases coverage ratio was primarily driven by the commercial and consumer finance portfolios. The increase in the commercial finance coverage ratio was primarily due to a specific reserve on an individually evaluated loan relationship while the increase in consumer finance was related to seasonal activity. The Company expects to continue to diligently monitor the ACL and adjust as necessary in future periods to maintain an appropriate ~~allowance against probable losses from the loan portfolio. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate, investors~~ and ~~others are cautioned that there can be no assurance that future losses will not exceed estimated amounts, or that additional provisions for loan losses will not be required in future periods.~~supportable level.

~~The allowance for loan losses reflects management’s best estimate~~

Table of probable losses inherent in the portfolio based on currently available information. In addition to the factors mentioned above, future additions to the allowance for loan losses may become necessary based upon changing economic conditions, increased loan balances or changes in the underlying collateral of the loan portfolio. In addition, our regulators have the ability to order us to increase our allowance.Contents

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company’s financial statements are prepared in accordance with ~~U.S.~~ GAAP. The financial information contained within these financial statements is, to a significant extent, based on approximate measures of the financial effects of transactions and events that have already occurred. Management has identified its critical accounting policies, which are those policies that, in management's view, are most important in the ~~policies described below as Critical Accounting Policies.~~portrayal of our financial condition and results of operations. These policies involve complex and subjective decisions and assessments. Some of these estimates may be uncertain at the time they are made, could change from period to period, and could have a material impact on the financial statements. ~~This~~A discussion ~~and analysis should be read in conjunction with~~of the Company’s ~~financial statements~~critical accounting policies and estimates can be found in the ~~accompanying notes presented in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” of its~~Company's Annual Report on Form 10-K for the year ended September 30, ~~2017, and information contained herein.~~

~~Allowance for Loan Losses~~. The Company’s allowance for loan loss methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan loss that management believes is appropriate at each reporting date. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values,2022. There were no significant changes ~~in nonperforming loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers’ sensitivity~~ to interest rate movements. Qualitative factors include the general economic environment in the Company’s markets, including economic conditions throughout the Midwest and, in particular, the state of certain industries. Size and complexity of individual credits in relation to loan structure, existing loanthese critical accounting policies and pace of portfolio growth are other qualitative factors that are considered in the methodology. Although management believes the levels of the allowance at both December 31, 2017 and September 30, 2017 were adequate to absorb probable losses inherent in the loan portfolio, a decline in local economic conditions or other factors could result in losses in excess of the applicable allowance.

~~Goodwill and Intangible Assets~~. Each quarter, the Company evaluates the estimated useful lives of its amortizable intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. In accordance with ASC 350, ~~Intangibles – Goodwill and Other~~, recoverability of these assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset.

In addition, goodwill and intangible assets are tested annually as of our fiscal year end for impairment or more often if conditions indicate a possible impairment. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate future cash flows, risk-adjusted discount rates, future economic and market conditions, comparison of the Company’s market value to book value and determination of appropriate market comparables. Actual future results may differ from those estimates.

Assumptions and estimates about future values and remaining useful lives of the Company’s intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in the Company’s business strategy and internal forecasts. Although the Company believes the historical assumptions and estimates used are reasonable and appropriate, different assumptions and estimates could materially impact the reported financial results.

Customer relationship, trademark, and non-compete intangibles are amortized over the periods in which the asset is expected to meaningfully contribute to the business as a whole, using either the present value of excess earnings or straight line amortization, depending on the nature of the intangible asset. Patents are estimated to have a useful life of 20 years, beginning on the date the patent application is originally filed. Thus, patents are amortized based on the remaining useful life once granted. Periodically, the Company reviews the intangible assets for events or circumstances that may indicate a change in recoverability of the underlying basis.

~~Deferred Tax Assets~~. The Company accounts for income taxes according to the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to income for the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more-likely-than-not. An estimate of probable income tax benefits that will not be realized in future years is required in determining the necessity for a valuation allowance.

~~Security Impairment~~. Management monitors the investment securities portfolio for impairment on a security by security basis. Management has a process in place to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer, monitoring the rating of the security, monitoring changes in value, cash flow projections, and the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity. To the extent we determine that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized. If the Company intends to sell a security or it is more likely than not that the Company would be required to sell a security before the recovery of its amortized cost, the Company recognizes an other-than-temporary impairment in earnings for the difference between amortized cost and fair value. If we do not expect to recover the amortized cost basis, we do not plan to sell the security and if it is not more likely than not that the Company would be required to sell a security before the recovery of its amortized cost, the recognition of the other-than-temporary impairment is bifurcated. For those securities, the Company separates the total impairment into a credit loss component recognized in earnings, and the amount of the loss related to other factors is recognized in other comprehensive income net of taxes.

The amount of the credit loss component of a debt security impairment is estimated as the difference between amortized cost and the present value of the expected cash flows of the security. The present value is determined using the best estimate of cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset- backed or floating rate security. Cash flow estimates for trust preferred securities are derived from scenario-based outcomes of forecasted default rates, loss severity, prepayment speeds and structural support.

~~Level 3 Fair Value Measurement~~. U.S. GAAP requires the Company to measure the fair value of financial instruments under a standard which describes three levels of inputs that may be used to measure fair value. Level 3 measurement includes significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Although management believes that it uses a best estimate of information available to determine fair value, due to the uncertainty of future events, the approach includes a process that may differ significantly from other methodologies and still produce an estimate that is in accordance with U.S. GAAP.

~~RESULTS OF OPERATIONS~~

~~General~~. The Company recorded net income of $4.7 million, or $0.48 per diluted share, for the three months ended December 31, 2017, compared to net income of $1.2 million, or $0.14 per diluted share, for the three months ended December 31, 2016. Included in the 2018 fiscal first quarter net income was an income tax expense of $3.6 million from a reduction in the value of certain deferred tax assets as a result of the Tax Act signed into law on December 22, 2017 (see non-interest expense section for further discussion). The 2018 fiscal first quarter pre-tax results included a $1.0 million loss on sale of investments and $1.3 million of acquisition expenses. The 2018 fiscal first quarter pre-tax results also included $1.7 million in amortization of intangible assets and $1.3 million in non-cash stock-related compensation associated with executive officer employment agreements. Total revenue for the fiscal 2018 first quarter was $55.5 million, compared to $39.2 million for the same quarter in fiscal 2017, an increase of $16.3 million, or 42%, primarily due to an increase in interest from commercial insurance premium finance and community banking loans, card fee income, as well as the student loan purchases and income from tax-exempt securities (included in other investment securities), and growth in tax product fee income.

~~Seasonality~~. In the industries for electronic payments processing and tax refund processing, companies commonly experience seasonal fluctuations in revenue. For example, in recent years, the Company's results of operations for the first half of each fiscal year have been favorably affected by large numbers of taxpayers electing to receive their tax refunds via direct deposit on our pre-paid cards, which caused their operating revenues to be typically higher in the first half of those years than they were in the corresponding second half of those years. Meta's tax business is expected to continue to generate the vast majority of its revenues in the Company's fiscal second quarter, with some additional revenues in the third quarter, while most expenses are spread throughout the year with some elevated expenses in the December and March quarters. Management expects the Company's revenue to continue to be based on seasonal factors that affect the electronic payments processing and tax refund processing industries as a whole. The Company and its tax preparation partners rely on the Internal Revenue Service (the “IRS”), technology, and employees when processing and preparing tax refunds and tax-related products and services.

~~Net Interest Income~~. Net interest income for the fiscal 2018 first quarter increased by $6.4 million, or 32%, to $26.2 million from $19.8 million for the same quarter in 2017, primarily due to significant increases in the community banking loan portfolio, commercial insurance premium finance loan portfolio, and the purchased student loan portfolios. Growth in investment security balances also contributed to the increase in net interest income. Additionally, the overall increase was driven by a better mix and higher percentage of loans as a percentage of interest-earning assets, with loan yields driving a sizable increase due in part to the recently acquired student loan portfolios and their floating rate yields. The quarterly average outstanding balance of loans from all sources as a percentage of interest-earning assets increased from 30% as of the end of the first fiscal quarter of 2017 to 37% as of the end of the first fiscal quarter of 2018. In addition, lower-yielding agency Mortgage-Backed Securities ("MBS") decreased from 21% of interest-earning assets in the fiscal first quarter of 2017 compared to 18% of interest-earning assets for the same quarter in 2018. Net interest income for the fiscal 2018 first quarter was up $1.7 million from the Company's fiscal 2017 fourth quarter, as anticipated, primarily due to a better mix of earning assets.

Net interest margin, tax equivalent (“NIM”) increased from 2.90% in the fiscal 2017 first quarter to 3.06% in the fiscal 2018 first quarter. The reported 3.06% NIM reflects the lowered corporate prorated tax rate on the Company's tax-exempt municipal portfolio. Had corporate tax rates remained at previous rates, excluding changes resulting from the Tax Act, the reported NIM of 3.06% would have been 3.26%. The reported NIM of 3.06% was also impacted by 16 basis points due to tax service loans and wholesale deposits.

The overall reported tax equivalent yield (“TEY”) on average earning asset yields increased by 31 basis points to 3.55% when comparing the fiscal 2018 first quarter to the 2017 first quarter, which was driven primarily by the Company's improved earning asset mix, with increased exposure to its high-quality commercial insurance premium finance, student, and community banking loan portfolios. The increase in TEY continues to highlight the beneficial tailwind provided by this rotation among earning assets. The reported 3.55% TEY on earning assets reflects the lowered corporate prorated tax rate on the Company's tax-exempt municipal portfolio. Had corporate tax rates remained at previous rates, excluding changes resulting from the adoption of the Tax Act, reported TEY on earning assets would have been 3.75%.

The fiscal 2018 first quarter TEY on the securities portfolio increased by one basis point compared to the prior year fiscal first quarter, primarily due to the continued shift in new investments being made in higher-yielding investment securities, primarily mortgage-related, tax-exempt municipal securities rather than traditional agency MBS securities. The TEY on the securities portfolio of 2.93% for the first fiscal quarter of 2018 reflects the lowered corporate prorated tax rate on the Company's tax-exempt municipal portfolio. Had corporate tax rates remained at previous rates, excluding changes resulting from the adoption of the Tax Act, reported securities portfolio yield would have been 3.25%.

The Company’s average interest-earning assets for the fiscal 2018 first quarter increased by $539.4 million, or 17%, to $3.76 billion, up from $3.22 billion during the same quarter of the last fiscal year, primarily from growth in loan portfolios and tax-exempt investments securities, of $436.8 million and $236.3 million, respectively.

The Company’s average total deposits and interest-bearing liabilities for the 2018 first fiscal quarter increased $556.7 million, or 18%, to $3.62 billion from $3.06 billion for the same quarter of the prior fiscal year. This increase was primarily due to an increase in non-interest-bearing deposits of $272.3 million, an increase in Federal Home Loan Bank advances of $248.9 million and an increase in wholesale deposits of $126.7 million, offset by a decrease in federal funds purchased of $132.1 million. Average quarterly deposits in the Payments segment increased in the fiscal 2018 first quarter by $295.2 million, or 15%, from the same period last year.

Overall, the Company's cost of funds for all deposits and borrowings averaged 0.51% during the fiscal 2018 first quarter, compared to 0.36% for the 2017 first quarter. This increase was primarily due to increases in wholesale deposits, overnight borrowing rates and higher average overall funding balances due to the Company's utilization of more of its capital during non-tax season with higher investment balances and funding, and in preparation to hold more tax loans on the balance sheet. Notwithstanding this increase, the Company believes that its growing, low-cost deposit base gives it a distinct and significant competitive advantage over most banks, and even more so if interest rates continue to rise, because the Company anticipates that its cost of deposits will likely remain relatively low, increasing less than at many other banks. At December 31, 2017 and 2016, low-cost checking deposits represented 83% and 70% of total deposits, respectively.

The following tables present, for the periods indicated, the Company’s total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. Tax equivalent adjustments have been made in yield on interest bearing assets and net interest margin. Non-accruing loans have been included in the table as loans carrying a zero yield.

Three Months Ended December 31, 2017 2016
(Dollars in Thousands)
Average
Outstanding
Balance Interest
Earned /
Paid
Yield /
Rate ⁽¹⁾
Average
Outstanding
Balance Interest
Earned /
Paid
Yield /
Rate⁽²⁾
Interest-earning assets:
Cash & fed funds sold $ 100,321
$ 607
2.40 % $ 186,565
$ 391
0.83 %
    Mortgage-backed securities 673,411
3,758
2.21 % 689,617
3,320
1.91 %
    Tax exempt investment securities 1,408,552
8,698
3.25 % 1,172,252
6,902
3.59 %
    Asset-backed securities 93,631
765
3.24 % 117,928
695
2.34 %
    Other investment securities 80,035
586
2.91 % 87,029
589
2.69 %
Total investments 2,255,629
13,807
2.93 % 2,066,826
11,506
2.92 %
    Community banking loans⁽³⁾
958,222
10,466
4.33 % 762,559
8,169
4.25 %
    Tax services loans 12,378
—
— % 5,573
—
— %
        Commercial insurance premium finance loans 244,380
2,799
4.54 % 181,422
2,078
4.54 %
        Student loans and other 191,510
3,178
6.58 % 20,129
431
8.50 %
    National lending loans⁽⁴⁾
435,891
5,977
5.44 % 201,551
2,509
4.94 %
Total loans 1,406,490
16,443
4.64 % 969,684
10,678
4.37 %
Total interest-earning assets $ 3,762,441
$ 30,857
3.55 % $ 3,223,075
$ 22,575
3.24 %
Non-interest-earning assets 360,508
267,947

Total assets $ 4,122,949
$ 3,491,022

Interest-bearing liabilities:
    Interest-bearing checking $ 71,448
$ 50
0.28 % $ 38,229
$ 39
0.40 %
    Savings 53,084
8
0.06 % 50,528
7
0.06 %
    Money markets 47,899
27
0.22 % 47,605
21
0.18 %
    Time deposits 128,496
366
1.13 % 131,169
259
0.78 %
    Wholesale deposits 483,878
1,434
1.18 % 357,224
612
0.68 %
Total interest-bearing deposits 784,805
1,885
0.95 % 624,755
938
0.60 %
    Overnight fed funds purchased 139,152
525
1.50 % 271,272
392
0.57 %
    FHLB advances 268,913
937
1.38 % 20,043
141
2.80 %
    Subordinated debentures 73,359
1,113
6.02 % 73,223
1,111
6.02 %
    Other borrowings 22,982
201
3.47 % 15,580
160
4.06 %
Total borrowings 504,406
2,776
2.18 % 380,118
1,804
1.88 %
Total interest-bearing liabilities 1,289,211
4,661
1.43 % 1,004,873
2,742
1.08 %
Non-Interest Bearing Deposits 2,328,159
—
— % 2,055,842
—
— %
Total deposits and interest-bearing liabilities $ 3,617,370
$ 4,661
0.51 % $ 3,060,715
$ 2,742
0.36 %
Other non-interest bearing liabilities 71,398
78,219

Total liabilities 3,688,768
3,138,934

Shareholders' equity 434,181
352,088

Total liabilities and shareholders' equity $ 4,122,949
$ 3,491,022

Net interest income and net interest rate spread including non-interest bearing deposits $ 26,196
3.04 % $ 19,833
2.88 %

Net interest margin 2.76 % 2.44 %
Net interest margin, tax equivalent⁽⁵⁾
3.06 % 2.90 %

~~(1) Tax rate used to arrive at the TEY for the three months ended December 31, 2017 was 24.53%~~

~~(2) Tax rate used to arrive at the TEY for the three months ended December 31, 2016 was 35%~~

~~(3) Previously stated Retail Bank loans have been renamed as Community Banking Loans~~

~~(4) Previously stated Specialty Finance Loans have been renamed as National Lending Loans~~

(5) Net interest margin expressed on a fully taxable equivalent basis ("Net interest margin, tax equivalent") is a non-GAAP financial measure. The tax-equivalent adjustment to net interest income recognizes the estimated income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income. We believe that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.

~~Provision for Loan Losses~~. The Company recorded a $1.1 million provision for loan losses in the three month period ended December 31, 2017, as compared to a $0.8 million provision for loan losses in the three month period ended December 31, 2016. The provision during the three months ended December 31, 2017 was primarily due to the additional provision expense related to tax services loans as well as growth in the loan portfolio. See Note 3 to the Condensed Consolidated Financial Statements.

~~Non-Interest Income~~. Non-interest income for the fiscal 2018 first quarter increased by $10.0 million, or 51%, to $29.3 million from $19.3 million for the same period in the prior fiscal year. This increase was largely due to increases in card fee income of $6.8 million, or 37%, and tax product fee income of $1.5 million, or 242%. The increase in card fee income was primarily driven by residual fees related to wind-downs from two of our non-strategic programs. The increase in tax product fee income was primarily due to the volume of pre-season tax advance loans originated during the first ~~quarter~~three months of fiscal 2018 compared to the first quarter of fiscal 2017. All of these loans are also being held during fiscal 2018, as opposed to the previous year when many of these loans were sold, which also contributed to the increase.2023.

~~Non-Interest Expense. Non-interest expense increased $7.3 million, or 20%, to $44.0 million, for the first quarter of fiscal year 2018, as compared to $36.8 million for the same period in 2017.~~This increase was largely caused by a $4.5 million increase in compensation expense, a $1.0 million increase in card processing expense and a $0.9 million increase in occupancy and equipment. The increase in compensation expense was primarily due to a full quarter of expenses related to the EPS and SCS acquisitions, both of which closed during the first quarter of fiscal 2017, along with increased staffing to support the Company's growing business initiatives. The integration of EPS and SCS allowed the Company to gain scale in the tax services divisions during fiscal 2017 and the Company expects to gain further efficiencies during fiscal 2018.

~~Income Tax~~. Income tax expense for the fiscal 2018 first quarter was $5.7 million, resulting in an effective tax rate of 54.9%, compared to $0.3 million, or an effective tax rate of 21.6%, for the 2017 fiscal first quarter. The increase in the effective tax rate is primarily due to a non-recurring income tax expense of approximately $3.6 million from a reduction in the value of certain deferred tax assets as a result of the Tax Act. The Company will continue to analyze the financial impact of the Tax Act. As the Company’s fiscal year end falls on September 30, the statutory corporate rate for fiscal 2018 will be prorated to 24.53%.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funds are deposits, derived principally through its ~~Payments divisions, and to a lesser extent through its Community Banking division~~BaaS business line, borrowings, principal and interest payments on loans and leases and mortgage-backed securities, and maturing investment securities. In addition, the Company utilizes wholesale deposit sources to provide temporary funding when necessary or when favorable terms are available. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan repayments are influenced by the level of interest rates, general economic conditions and competition. The Company uses its capital resources principally to meet ongoing commitments to fund maturing certificates of ~~deposits~~deposit and loan commitments, to maintain liquidity, and to meet operating expenses.

At December 31, ~~2017,~~2022, the Company had unfunded loan and lease commitments ~~to originate and purchase loans and unused lines~~ of ~~credit totaling $349.5 million. The Company~~$1.24 billion. Management believes that loan ~~repayments~~repayment and other sources of funds will be adequate to meet its foreseeable short- and long-term liquidity needs.

~~In July 2013,~~As U.S. banking organizations, the ~~Company’s primary federal regulator,~~Company and the Bank are required to comply with the regulatory capital rules adopted by the Federal Reserve and the ~~Bank’s primary federal regulator, the~~ OCC ~~approved final rules~~ (the ~~“Basel III Capital Rules”~~"Capital Rules") establishing a new comprehensive capital framework for U.S. banking organizations. The Basel III Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The Basel III Capital Rules substantially revised the risk-based capital requirements applicable to financial institution holding companies and their depository institution subsidiaries, including us and the Bank, as compared to U.S. general risk-based capital rules. The Basel III Capital Rules revised the definitions and the components of regulatory capital, as well as addressed other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Basel III Capital Rules also addressed asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replaced the existing general risk-weighting approach, which was derived from the Basel Committee’s 1988 “Basel I” capital accords, with a more risk-sensitive approach based, in part, on the “standardized approach” in the Basel Committee’s 2004 “Basel II” capital accords. In addition, the Basel III Capital Rules implemented certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the requirements of Section 939A to remove references to credit ratings from the federal agencies’ rules. The Basel III Capital Rulesthat became effective ~~for us and the Bank~~ on January 1, 2015, subject to phase-in periods for certain ~~of their components~~requirements and other ~~provisions.~~

~~Pursuant to~~provisions of the ~~Basel III~~ Capital Rules, the Company and Bank, respectively, are subject to new regulatory capital adequacy requirements promulgated by the Federal Reserve and the OCC. Failure by the Company or Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by our regulators that could have a material adverse effect on our consolidated financial statements. Prior to January 1, 2015, the Bank was subject to capital requirements under Basel I and there were no capital requirements for the Company.Rules. Under the ~~capital requirements~~Capital Rules and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors.

~~Quantitative measures established by regulation to ensure capital adequacy~~The Capital Rules require the Company and the Bank to maintain minimum ratios (set forth in the table below) of total risk-based capital and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and a leverage ratio consisting of Tier 1 capital (as defined) to average assets (as defined). At December 31, ~~2017,~~2022, both the ~~Bank~~Company and the ~~Company~~Bank exceeded federal regulatory minimum capital requirements to be classified as well-capitalized under the prompt corrective action requirements. The Company and the Bank took the ~~accumulated other comprehensive income (“AOCI”)~~AOCI opt-out election; under the rule, non-advanced approach banking organizations were given a one-time option to exclude certain AOCI components.

The tables below include certain non-GAAP financial measures that are used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies. Management reviews these measures along with other measures of capital as part of its financial ~~analysis.~~

analyses and has included this non-GAAP financial information, and corresponding reconciliation to total equity. The decrease in Tier 1 leverage capital ratio for the period is the result of higher quarterly average assets related to its seasonal tax business. Regulatory Capital is not affected by the unrealized loss on AOCI. The securities portfolio is made up of nearly all amortizing securities that should provide consistent cash flow and is not expected to require sales to realize the losses to fund future loan growth.

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Minimum
Requirement to Be
Minimum Well Capitalized
Requirement For Under Prompt
Capital Adequacy Corrective Action
At December 31, 2017 Company Bank Purposes Provisions

Tier 1 leverage ratio 7.68 % 9.61 % 4.00 % 5.00 %
Common equity Tier 1 capital ratio 12.93
16.71
4.50
6.50
Tier 1 capital ratio 13.38
16.71
6.00
8.00
Total qualifying capital ratio 16.99
17.11
8.00
10.00


At December 31, 2022	Company		Bank		Minimum to be Adequately Capitalized Under Prompt Corrective Action Provisions		Minimum to be Well Capitalized Under Prompt Corrective Action Provisions
Tier 1 leverage capital ratio	8.37	%	8.68	%	4.00	%	5.00	%
Common equity Tier 1 capital ratio	12.31		13.09		4.50		6.50
Tier 1 capital ratio	12.63		13.09		6.00		8.00
Total capital ratio	14.29		14.29		8.00		10.00

The following table provides ~~certain non-GAAP financial measures used to compute certain~~a reconciliation of the ~~ratios~~amounts included in the table above ~~as well as a reconciliation of such non-GAAP financial measures to~~for the ~~most directly comparable financial measure in accordance with GAAP:~~Company.


(Dollars in thousands)	Standardized Approach(1) December 31, 2022
Total stockholders' equity	$	659,133
Adjustments:
LESS: Goodwill, net of associated deferred tax liabilities	298,788
LESS: Certain other intangible assets	25,053
LESS: Net deferred tax assets from operating loss and tax credit carry-forwards	16,641
LESS: Net unrealized gains (losses) on available for sale securities	(200,597)
LESS: Noncontrolling interest	(207)
ADD: Adoption of Accounting Standards Update 2016-13	2,017
Common Equity Tier 1(1)	521,472
Long-term borrowings and other instruments qualifying as Tier 1	13,661
Tier 1 minority interest not included in common equity Tier 1 capital	(138)
Total Tier 1 capital	534,995
Allowance for credit losses	50,853
Subordinated debentures, net of issuance costs	19,521
Total capital	$	650,369
(1) Capital ratios were determined using the Basel III capital rules that became effective on January 1, 2015. Basel III revised the definition of capital, increased minimum capital ratios, and introduced a minimum common equity tier 1 capital ratio; those changes were fully phased in through the end of 2021.

Standardized Approach (1)
December 31, 2017
(Dollars in Thousands)

Total equity $ 437,705
Adjustments:

LESS: Goodwill, net of associated deferred tax liabilities 95,705
LESS: Certain other intangible assets 40,417
LESS: Net deferred tax assets from operating loss and tax credit carry-forwards —
LESS: Net unrealized gains (losses) on available-for-sale securities 5,782
Common Equity Tier 1 ⁽¹⁾
295,801
Long-term debt and other instruments qualifying as Tier 1 10,310
LESS: Additional tier 1 capital deductions —
Total Tier 1 capital 306,111
Allowance for loan losses 9,058
Subordinated debentures (net of issuance costs) 73,382
Total qualifying capital 388,551

⁽¹⁾ Capital ratios were determined using the Basel III capital rules that became effective on January 1, 2015. Basel III revised the definition of capital, increased minimum capital ratios, and introduced a minimum common equity tier 1 capital ratio; those changes are being fully phased in through the end of 2021.

The following table provides a reconciliation of tangible common equity and tangible common equity excluding AOCI, each of which is used in calculating tangible book value data, to ~~Total Stockholders' Equity.~~

December 31, 2017
(Dollars in Thousands)
Total Stockholders' Equity $ 437,705
LESS: Goodwill 98,723
LESS: Intangible assets 50,521
Tangible common equity 288,461
LESS: AOCI 5,782
Tangible common equity excluding AOCI 282,679

~~Due to the predictable, quarterly cyclicality~~total stockholders' equity. Each of ~~MPS deposits in conjunction with tax season business activity, management believes that a six-month capital calculation~~tangible common equity and tangible common equity excluding AOCI is a ~~useful metric to monitor~~non-GAAP financial measure that is commonly used within the Company’s overall capital management process. As such, the Bank’s six-month average Tier 1 leverage ratio, Common equity Tier 1 capital ratio, Tier 1 capital ratio, and Total qualifying capital ratio as of December 31, 2017 were 9.75%, 18.17%, 18.17%, and 18.60%, respectively.banking industry.

~~Beginning~~


(Dollars in thousands)	At December 31, 2022
Total stockholders' equity	$	659,133
LESS: Goodwill	309,505
LESS: Intangible assets	24,433
Tangible common equity	325,195
LESS: AOCI	(201,690)
Tangible common equity excluding AOCI	$	526,885

Since January 1, 2016, ~~Basel III implemented a requirement for all banking organizations~~the Company and the Bank have been required to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer is exclusively composed of Common Equity Tier 1 capital, and it applies to each of the three risk-based capital ratios but not the leverage ratio. The ~~implementation of the capital conservation buffer began on January 1, 2016, which increased or will increase the three risk-based capital ratios by 0.625% each year through 2019, at which point the~~required Common Equity Tier 1 risk-based, Tier 1 risk-based and total risk-based capital ratios ~~were or will be~~with the buffer are currently 7.0%, 8.5% and 10.5%, respectively.

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Based on current and expected continued profitability and subject to continued access to capital markets, we believe that the Company and the Bank will continue to meet ~~targeted~~the capital ~~ratios~~conservation buffer of 2.5% in addition to required ~~by the revised requirements, as they become effective.~~minimum capital ratios.

CONTRACTUAL OBLIGATIONS

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations" in the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, ~~2017~~2022 for a summary of our contractual obligations as of September 30, ~~2017.~~2022. There were no material changes outside the ordinary course of our business in contractual obligations from September 30, ~~2017~~2022 through December 31, ~~2017.~~2022.

~~OFF-BALANCE SHEET FINANCING ARRANGEMENTS~~

For discussion of the Company’s off-balance sheet financing arrangements as of December 31, 2017, see Note 6 to our consolidated financial statements included in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q. Depending on the extent to which the commitments or contingencies described in Note 6 occur, the effect on the Company’s capital and net income could be significant.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

MARKET RISK

The Company derives a portion of its income from the excess of interest collected over interest paid. The rates of interest the Company 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 most financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of its assets and liabilities. The risk associated with changes in interest rates and the Company’s ability to adapt to these changes is known as interest rate risk and is the Company’s only significant “market” risk.

The Company monitors and measures its exposure to changes in interest rates in order to comply with applicable government regulations and risk policies established by the Board of Directors, and in order to preserve stockholder value. In monitoring interest rate risk, the Company analyzes assets and liabilities based on characteristics including size, coupon rate, repricing frequency, maturity date and likelihood of prepayment.

If the Company’s assets mature or reprice more rapidly or to a greater extent than its liabilities, then economic value of equity and net interest income would tend to increase during periods of rising rates and decrease during periods of falling interest rates. Conversely, if the Company’s assets mature or reprice more slowly or to a lesser extent than its liabilities, then economic value of equity and net interest income would tend to decrease during periods of rising interest rates and increase during periods of falling interest rates.

The Company currently focuses lending efforts toward originating and purchasing competitively priced adjustable-rate and fixed-rate loan products with short to intermediate terms to maturity, and may originate loans with terms longer than five years for borrowers that have a strong credit profile and typically lower loan-to-value ratios. This approach allows the Company to better maintain a portfolio of loans that will have less sensitivity to changes in the level of interest rates, while providing a reasonable spread to the cost of liabilities used to fund the loans.

The Company’s primary objective for its investment portfolio is to provide a source of liquidity for the Company. In addition, the investment portfolio may be used in the management of the Company’s interest rate risk profile. The investment policy generally calls for funds to be invested among various categories of security types and maturities based upon the Company’s need for liquidity, desire to achieve a proper balance between minimizing risk while maximizing yield, the need to provide collateral for borrowings, and the need to fulfill the Company’s asset/liability management goals.

The Company’s cost of funds responds to changes in interest rates due to the relatively short-term nature of its wholesale deposit portfolio, and due to the relatively short-term nature of its borrowed funds. The Company believes that its growing portfolio of longer duration, low-cost deposits generated from its ~~prepaid division~~BaaS business line provides a stable and profitable funding vehicle, but also subjects the Company to greater risk in a falling interest rate environment than it would otherwise have without this portfolio. This risk is due to the fact that, while asset yields may decrease in a falling interest rate environment, the Company cannot significantly reduce interest costs associated with these deposits, which thereby ~~compresses~~compress the Company’s net interest margin. ~~As a result~~

A portion of the Company’s ~~interest~~deposit balances are subject to variable card processing expenses, derived from contractual agreements with certain BaaS partners tied to a rate ~~risk exposure~~index, typically the EFFR. These costs reprice immediately upon a change in ~~this regard,~~ the ~~Company has elected not to enter into any new longer-term wholesale borrowings, and generally has not emphasized longer-term time deposit products.~~application rate index.

The Bank, acting as custodian of cardholder funds, places a portion of such cardholder funds at one or more third-party banks insured by the FDIC (each, a “Program Bank”). These custodial deposits earn recordkeeping service fee income, typically reflective of the EFFR.

The Board of Directors and relevant government regulations establish limits on the level of acceptable interest rate risk at the Company, to which management adheres. There can be no assurance, however, that, in the event of an adverse change in interest rates, the Company’s efforts to limit interest rate risk will be successful.

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Interest Rate Risk (“IRR”)

Overview. The Company actively manages interest rate risk, as changes in market interest rates can have a significant impact on reported earnings. The ~~Bank, like other financial institutions, is subject to~~Company's interest rate risk ~~to the extent that its interest-bearing liabilities mature or reprice more rapidly than its interest-earning assets. The interest rate risk process~~analysis is designed to compare income and economic valuation simulations in market scenarios designed to alter the direction, magnitude and speed of interest rate changes, as well as the slope of the yield curve. This analysis may not represent all impacts driven by changes in the interest rate environment. The Company does not currently engage in trading activities to control interest rate risk although it may do so in the future, if deemed necessary, to help manage interest rate risk.

Earnings at risk and economic value analysis. As a continuing part of its financial strategy, the Bank considers methods of managing an asset/liability mismatch consistent with maintaining acceptable levels of net interest income. In order to monitor interest rate risk, the ~~Board of Directors~~Company has created an ~~Investment~~Asset/Liability Committee whose principal responsibilities are to assess the Bank’s asset/liability mix and implement strategies that will enhance income while managing the Bank’s vulnerability to changes in interest rates.

The Company uses two approaches to model interest rate risk: Earnings at Risk (“EAR analysis”) and Economic Value of Equity (“EVE analysis”). Under EAR analysis, net interest income is calculated for each interest rate scenario and compared to the net interest income forecast in the base case. EAR analysis measures the sensitivity of interest-sensitive earnings over a one-year minimum time horizon. The results are affected by projected rates, prepayments, caps and floors. Management exercises its best ~~judgement~~judgment in making assumptions regarding events that management can influence, such as non-contractual deposit re-pricing, as well as events outside of management's control, such as customer behavior on loan and deposit activity and the effect that competition has on both ~~loan~~lending and deposit pricing. These assumptions are subjective and, as a result, net interest income simulation results will differ from actual results due to the timing, magnitude, and frequency of interest rate changes, changes in market conditions, customer behavior and management strategies, among other factors. ~~We perform~~The Company performs various sensitivity analyses on assumptions of deposit attrition, loan prepayments, and ~~deposit re-pricing. Market-implied~~asset re-pricing, as well as market-implied forward rates and various likely and extreme interest rate scenarios, ~~can be used for EAR analysis. These likely and extreme scenarios can include~~including rapid and gradual interest rate ramps, rate shocks and yield curve twists.

The EAR analysis used in the following table reflects the required analysis used no less than quarterly by management. It models ~~-100, +100, +200, +300, and +400~~ basis point parallel shifts in market interest rates over the next one-year period. ~~Due to the current low level of interest rates, only a -100 basis point parallel shift is represented.~~

The ~~Company was within Board policy limits for all rate scenarios using the snapshot as of December 31, 2017 as required by regulation. The~~following table ~~below~~ shows the results of the scenarios as of December 31, ~~2017:~~2022:


Net Sensitive Earnings at Risk
		Change in Interest Income/Expense for a given change in interest rates
		Over/(Under) Base Case Parallel Shift
(Dollars in Thousands)	Book Value	-200		-100		Base		+100		+200		+300		+400
Total interest-sensitive income	5,777,164	321,495		344,040		367,056		389,668		412,211		434,646		457,296
Total interest-sensitive expense	211,801	3,465		4,924		6,747		9,195		11,649		14,170		16,663
Net interest-sensitive income		318,030		339,116		360,309		380,473		400,562		420,476		440,633

Percentage change from base		-11.7	%	-5.9	%	—	%	5.6	%	11.2	%	16.7	%	22.3	%

~~Net Sensitive Earnings at Risk~~

Net Sensitive Earnings at Risk
Balances as of December 31, 2017 Standard (Parallel Shift) Year 1
Net Interest Income at Risk%
-100 +100 +200 +300 +400
Basis Point Change Scenario -7.4 % 3.3 % 5.5 % 7.4 % 9.4 %
Board Policy Limits -8.0 % -8.0 % -10.0 % -15.0 % -20.0 %

The EAR analysis reported at December 31, ~~2017~~2022, shows that ~~in all rising rate scenarios,~~total interest-sensitive income will change more ~~assets~~rapidly than ~~liabilities would reprice~~total interest-sensitive expense over the ~~modeled one-year period.~~

next year. IRR is a snapshot in time. The Company’s business and deposits are ~~very~~ predictably cyclical on a weekly, monthly and yearly basis. The Company’s static IRR results could vary depending on which day of the week ~~and timing in relation to certain payrolls, as well as time of~~ the month in regard to early funding of certain programs, when this snapshot is taken. The Company’s overnight federal funds purchased fluctuates on a predictable daily and monthly basis due to fluctuations in a portion of its non-interest bearing deposit base,ends, primarily related to payroll processing and timing of when certain programs are prefunded and when the funds are received. ~~Fiscal first quarter 2018 results do not necessarily show the typical effect of day of week cyclicality due to the temporary repositioning of the balance sheet, as previously noted.~~

Owing to the snapshot nature of IRR, as is required by regulators, in concert with the Company’s predictable weekly, monthly and yearly fluctuating deposit base and overnight borrowings, the results produced by static IRR analysis are not necessarily representative of what management, the Board of Directors, and others would view as the Company’s true IRR positioning. Management and the Board are aware of and understand these typical borrowing and deposit fluctuations as well as the point in time nature of IRR analysis and anticipated an outcome where the Company may temporarily be outside of Board policy limits based on a snapshot analysis.

For management to better understand the IRR position of the Bank, an alternative IRR analysis was completed whereby all December 31, 2017 values were utilized with the exception of overnight borrowings, non-interest bearing deposits, brokered deposits, cash due from banks, non-earning assets, and non-paying liabilities. To diminish potential issues documented above, quarterly average balances were utilized for overnight borrowings, non-interest-bearing deposits, brokered deposits and cash due from banks. Non-earning assets and non-paying liabilities were used to balance the balance sheet. Management believes this view on IRR, while still subject to some yearly cyclicality, more accurately portrays the Bank's IRR position. As noted in the below chart, the alternative EAR results are more normalized and slightly improved in the -100 interest rate shock compared to the static results, as timing issues in deposits and overnight borrowings are diminished and lower balances in cash and due from banks are observed.

~~The Company was within policy limits as of December 31, 2017 in all scenarios utilizing the alternative IRR scenario run. The table below highlights those results:~~

~~Alternative Net Sensitive Earnings at Risk~~

Net Sensitive Earnings at Risk
Alternative IRR Results Standard (Parallel Shift) Year 1
Net Interest Income at Risk%
-100 +100 +200 +300 +400
Basis Point Change Scenario -5.5 % 0.9 % 0.6 % — % -0.5 %
Board Policy Limits -8.0 % -8.0 % -10.0 % -15.0 % -20.0 %

The alternative EAR analysis reported at December 31, 2017 shows that in an increasing +100 and +200 interest rate environment, more assets than liabilities would reprice over the modeled one-year period. However, in the +300 scenario the results are more neutral to changes in interest rates, and in the +400 interest rate scenario, more liabilities (primarily due to overnight federal funds purchased) than assets would reprice over the modeled one-year period.

The alternative IRR results were somewhat lower in regard to the change in net interest income at risk percentages as compared to the fiscal 2018 first quarter alternative IRR results which resulted from higher average borrowings and an increased average interest-bearing deposit base. The Company anticipates solid EAR results in a rising rate environment due to continued commercial insurance premium finance loan growth, the addition of adjustable rate loans and securities, continued growth of non-interest bearing MPS deposits, and the sustained execution on its strategic plan.

~~Net Sensitive Earnings at Risk as of December 31, 2017~~

Balances as of December 31, 2017
% of Change in Interest Income/Expense
for a given change in interest rates
Total Earning Total Earning Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario Assets (in $000's) Assets -100 Base +100 +200 +300 +400
Total Loans 1,509,141
30.2 % 65,404
70,803
75,956
80,981
85,966
91,142
Total Investments (non-TEY) and other Earning Assets 3,484,181
69.8 % 59,605
78,231
94,619
109,695
124,544
139,321
Total Interest-Sensitive Income 4,993,322
100.0 % 125,009
149,033
170,575
190,676
210,509
230,463
Total Interest-Bearing Deposits 734,000
35.8 % 6,482
8,244
12,439
16,634
20,829
25,024
Total Borrowings 1,315,261
64.2 % 7,543
20,878
34,212
47,547
60,883
74,234
Total Interest-Sensitive Expense 2,049,262
100.0 % 14,025
29,122
46,651
64,181
81,711
99,258

~~Alternative Net Sensitive Earnings at Risk~~

Alternative IRR Results
% of Change in Interest Income/Expense
for a given change in interest rates
Total Earning Total Earning Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario Assets (in $000's) Assets -100 Base +100 +200 +300 +400
Total Loans 1,509,141
39.4 % 65,404
70,803
75,956
80,981
85,966
91,142
Total Investments (non-TEY) and other Earning Assets 2,323,118
60.6 % 52,958
59,952
64,692
68,099
71,273
74,350
Total Interest-Sensitive Income 3,832,259
100.0 % 118,362
130,755
140,648
149,080
157,238
165,492
Total Interest-Bearing Deposits 797,475
65.4 % 7,402
9,193
13,747
18,301
22,855
27,409
Total Borrowings 421,370
34.6 % 2,468
6,739
11,011
15,282
19,566
23,860
Total Interest-Sensitive Expense 1,218,845
100.0 % 9,870
15,932
24,758
33,583
42,421
51,269

The Company believes that its growing portfolio of non-interest bearing deposits provides a stable and profitable funding vehicle and a significant competitive advantage in a rising interest rate environment as the Company’s cost of funds will likely remain relatively low, with less increase expected relative to many other banks. When unable to match loan growth to deposit growth, the Company continues to execute its investment strategy of primarily purchasing NBQ municipal bonds and agency MBS, however, the Bank reviews opportunities to add diverse, high quality securities at attractive relative rates when opportunities present themselves. The NBQ municipal bonds are tax exempt and as such have a tax equivalent yield higher than their book yield. The tax equivalent yield calculation for NBQ municipal bonds uses the Company’s cost of funds as one of its components. With the Company’s large volume of non-interest bearing deposits, the tax equivalent yield for these NBQ municipal bonds is higher than a similar term investment in other investment categories of similar risk and higher than most other banks can realize and sustain on the same or similar instruments. The above interest income figures are quoted on a pre-tax basis which is particularly notable due to the size of the Company’s tax-exempt municipal portfolio.

Under EVE analysis, the economic value of financial assets, liabilities and off-balance sheet instruments is derived under each rate scenario. The economic value of equity is calculated as the difference between the estimated market value of assets and liabilities, net of the impact of off-balance sheet instruments.

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The EVE analysis used in the following table reflects the required analysis used no less than quarterly by management. It models immediate ~~-100, +100, +200, +300 and +400~~ basis point parallel shifts in market interest rates. ~~Due to the current low level of interest rates, only a -100 basis point parallel shift is represented.~~

The ~~Company was within Board policy limits for all scenarios. The~~following table ~~below~~ shows the results of the scenarios as of December 31, ~~2017:~~2022:

~~Economic Value Sensitivity as of December 31, 2017~~

Balances as of December 31, 2017 Standard (Parallel Shift)
Economic Value of Equity at Risk%
-100 +100 +200 +300 +400
Basis Point Change Scenario -4.1 % -1.3 % -4.8 % -9.3 % -12.7 %
Board Policy Limits -10.0 % -10.0 % -20.0 % -30.0 % -40.0 %


Economic Value Sensitivity
	Standard (Parallel Shift)
	Economic Value of Equity at Risk %
	-200		-100		+100		+200		+300		+400
Percentage change from base	-8.7	%	-3.4	%	2.4	%	4.3	%	5.9	%	7.9	%

The EVE at risk reported at December 31, ~~2017~~2022 shows that ~~as interest rates increase,~~ the economic value of equity position ~~will decrease~~is expected to benefit from ~~the base, primarily~~rising interest rates due to the ~~degree~~large amount of the economic value of its base asset size in relation to the economic value of its base liability size. When viewing total asset versus total liability economic value, projected total assets are affected similarly on a percentage basis as compared to projected total liabilities in a rising rate environment.noninterest-bearing funding.

~~The Company was within policy limits in all scenarios utilizing the alternative IRR scenario run for management purposes. The table below highlights those results:~~

~~Alternative Economic Value Sensitivity~~

Alternative IRR Results Standard (Parallel Shift)
Economic Value of Equity at Risk%
-100 +100 +200 +300 +400
Basis Point Change Scenario -0.9 % -3.8 % -9.3 % -15.5 % -20.5 %
Board Policy Limits -10.0 % -10.0 % -20.0 % -30.0 % -40.0 %

The EVE at risk reported using the alternative methodology used for management purposes shows that if interest rates increase immediately, the economic value of equity position will decrease from the base, partially due to the degree of the economic value of its base asset size in relation to the economic value of its base liabilities size.

~~Detailed Economic Value Sensitivity~~

The following table details the economic value sensitivity to changes in market interest rates at December 31, 2017, for loans, investments, deposits, borrowings, and other assets and liabilities (dollars in thousands). The analysis reflects that in the +100 and +200 rising rate scenarios, total assets are marginally less sensitive than total liabilities, while in the +300 and +400, total assets are marginally more sensitive than total liabilities. Asset sensitivity is offset by the non-interest bearing deposits.

Balances as of December 31, 2017
% of Change in Economic Value
for a given change in interest rates
Book Total Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario Value (in $000's) Assets -100 +100 +200 +300 +400
Total Loans 1,500,279
28 % 2.0 % -2.0 % -4.1 % -6.0 % -7.9 %
Total Investment 3,484,181
64 % 2.3 % -3.2 % -6.6 % -9.9 % -12.8 %
Other Assets 420,792
8 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
Assets 5,405,252
100 % 2.1 % -2.6 % -5.4 % -8.1 % -10.4 %
Interest Bearing Deposits 734,000
15 % 1.7 % -1.5 % -3.0 % -4.3 % -5.5 %
Non-Interest Bearing Deposits 2,783,941
57 % 5.7 % -5.1 % -9.7 % -13.8 % -17.5 %
Total Borrowings & Other Liabilities 1,363,650
28 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
Liabilities 4,881,591
100 % 3.2 % -2.9 % -5.5 % -7.8 % -10.0 %

~~Detailed Alternative Economic Value Sensitivity~~

The following is EVE at risk reported using the alternative methodology used for management purposes, for loans, investments, deposits, borrowings, and other assets and liabilities (dollars in thousands). The analysis reflects that in rising interest rate scenarios, the total assets are slightly more sensitive in regard to economic value sensitivity.

Alternative IRR Results
% of Change in Economic Value
for a given change in interest rates
Book Total Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario Value (in $000's) Assets -100 +100 +200 +300 +400
Total Loans 1,500,279
28 % 2.0 % -2.0 % -4.1 % -6.0 % -7.9 %
Total Investment 2,323,118
43 % 3.5 % -4.9 % -9.9 % -14.9 % -19.2 %
Other Assets 1,581,855
29 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
Assets 5,405,252
100 % 2.1 % -2.6 % -5.4 % -8.1 % -10.4 %
Interest Bearing Deposits 797,475
16 % 1.1 % -1.0 % -1.9 % -2.8 % -3.7 %
Non-Interest Bearing Deposits 2,333,111
48 % 5.8 % -5.1 % -9.7 % -13.8 % -17.5 %
Total Borrowings & Other Liabilities 1,751,006
36 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
Liabilities 4,881,591
100 % 2.7 % -2.4 % -4.5 % -6.5 % -8.2 %

Certain shortcomings are inherent in the method of analysis discussed above and as presented in the tables above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Furthermore, although management has estimated changes in the levels of prepayments and early withdrawal in these rate environments, such levels would likely deviate from those assumed in calculating the tables above. Finally, the ability of some borrowers to service their debt may decrease in the event of an interest rate increase.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management, under the direction of its Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "1934 Act")) that are designed to ensure that information required to be disclosed in reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Quarterly Report on Form 10-Q, management evaluated the Company's disclosure controls and procedures. The evaluation was performed under the direction of the Company's Chief Executive Officer and Chief Financial Officer to determine the effectiveness, as of December 31, 2022, of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at December 31, 2022, the Company’s disclosure controls and procedures were not designed effectively to ensure timely alerting of material information relating to the Company required to be included in the Company's periodic SEC filings.

In the fiscal fourth quarter of 2021 and the fiscal third quarter of 2022, the Company identified control deficiencies related to access permissions in two loan systems which resulted in a lack of segregation of duties over disbursements in which select individuals had the ability to both initiate and approve disbursements indicating that the user access provisioning and user entitlement review monitoring controls did not function to a precise level to ensure segregation of duties was maintained. Management determined that the combination of user access provisioning and user entitlement review deficiencies represent a material weakness in internal controls over financial reporting on the basis that the deficiencies could result in a misstatement potentially impacting the Company's financial statement accounts and disclosures that would not be prevented or detected on a timely basis.

REMEDIATION PLAN FOR REPORTED MATERIAL WEAKNESS

Annual entitlement review for the loan system identified in the fourth quarter of 2021 was performed in March 2022 and no inappropriate access was identified.

For the loan system identified with inappropriate system access in fiscal third quarter of 2022, management removed access for the individuals that had inappropriate access and performed testing of disbursements during the impacted period and did not identify any instances where the segregation of the disbursement over initiation and approval was not maintained. In May, management also implemented an IT application control to identify instances where the initiator and approver are the same to prevent disbursement from occurring.

The Company is in the midst of undergoing a broader risk assessment and other remediation actions, across all material applications, and is on track with the stated project plan. These remediation steps will strengthen the control environment surrounding user access controls.

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INHERENT LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

~~DISCLOSURE CONTROLS AND PROCEDURES~~

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as such term is defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by the report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at December 31, 2017, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~With the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company~~Management conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the ~~Company’s fiscal quarter~~three months ended December 31, ~~2017,~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal ~~control~~controls over financial reporting. Based on ~~such~~this evaluation, management concluded that, as of the end of the period covered by this report, there ~~have not been any~~were changes in the Company’s internal ~~control~~controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ~~Exchange~~1934 Act) that were reported in the prior fiscal year that are still under remediation and continue during the fiscal first quarter to which this report relates that could have materially affected ~~or are reasonably likely to materially affect,~~ the Company’s internal ~~control~~controls over financial ~~reporting.~~reporting, as described above.

~~META~~

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PATHWARD FINANCIAL, ~~GROUP,~~ INC.

PART II - OTHER INFORMATION

FORM 10-Q

Item 1. Legal Proceedings. ~~– See “Legal Proceedings” under Note 6~~

There are no material pending legal proceedings to which we are a party or to which any of our properties are subject. There are no material proceedings known to us to be contemplated by any governmental authority. We are involved in a variety of litigation matters in the ~~Notes to Condensed Consolidated Financial Statements, which is incorporated herein by reference.~~ordinary course of our business and anticipate that we will become involved in new litigation matters in the future.

I~~tem~~Item 1A. Risk Factors. -

A description of our risk factors can be found in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2022. There were no material changes to those risk factors during the three months ended December 31, ~~2017, except~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

The Company's Board of Directors authorized a 6,000,000 share repurchase program on September 3, 2021 that ~~the following risk factors are hereby added:~~

~~There are risks associated with the proposed transaction with Crestmark~~was publicly announced on September 7, 2021 and ~~Crestmark Bank, including the receipt of required shareholder and regulatory approvals and timing for completion of the transactions contemplated thereby.~~

We recently announced that we and MetaBank have entered into a definitive agreement and plan of merger with Crestmark and its wholly-owned subsidiary, Crestmark Bank, whereby we will acquire Crestmark in an all-stock transaction.is scheduled to expire on September 30, 2024. The transaction remains subject to approval of our stockholders and Crestmark’s shareholders, regulatory approvals and other closing conditions. It is possible that one or more of the closing conditions may not be satisfied or that it may take an extended amount of time until they are. Accordingly, there is a risk that the proposed transaction may not be completed on a timely basis or at all, which could have adverse effects on the market pricetable below sets forth information regarding repurchases of our common stock ~~and our operating results. Furthermore,~~during the ~~transaction involves a number of other risks and uncertainties, including, but~~fiscal 2023 first quarter.


Period	Total Number of Shares Repurchased(1)	Average Price Paid per Share(1)(2)		Total Number Of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Number Of Shares that may yet be Purchased Under the Plans or Programs
October 1 to 31	453,391	$	35.34	396,100	3,898,877
November 1 to 30	—	—		—	3,898,877
December 1 to 31	257,894	42.61		257,894	3,640,983
Total	711,285			653,994

(1) All shares not ~~limited to, the following:~~

~~the businesses may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected;~~

~~the risk that the expected growth opportunities, beneficial synergies and/or operating efficiencies from the proposed transaction may not be fully realized or may take longer to realize than expected;~~

~~customer losses and business disruption in connection with and following the acquisition;~~

~~potential litigation relating to the transaction;~~

~~the risk that the Company may incur unanticipated or unknown losses or liabilities if it completes the proposed transaction; and~~

~~potential adverse effects on the market price of our common stock caused by the sale of such stock held by former Crestmark shareholders following the transaction.~~

~~Any~~purchased as part of the ~~foregoing risks or similar risks could have an adverse impact~~Company's publicly announced repurchase program were acquired in satisfaction of the tax withholding obligations of holders of restricted stock unit awards, which vested during the quarter.

(2) The average price paid per share is calculated on ~~our business. We have also incurred,~~a trade date basis for all open market transactions and ~~will incur, significant expenses associated with the proposed transaction with Crestmark, including fees of professional advisors.~~

Additional information regarding the risks and uncertainties associated with the proposed transaction with Crestmark will be contained in the registration statement on Form S-4, which will include a joint proxy statement and prospectus, that we intend to file with the SEC in connection with the proposed transaction.

Program agreements that the Company and the Bank have entered into, and expect to enter into from time to time in the future, with third parties to market and service consumer loans originated by the Bank may subject the Bank to claims from regulatory agenciesexcludes commissions and other ~~third parties that, if successful, could negatively impact MetaBank’s ongoing and future business.~~transaction expenses.

On January 25, 2018, the Company announced that the Bank had entered into a lending program with Liberty Lending, LLC, an unaffiliated third party (“Liberty”), whereby Liberty will market and service unsecured consumer loans underwritten and originated by the Bank. See “Item 2. Management’s Discussion and Analysis

Table of Financial Condition and Results of Operations - Business Developments” for further information regarding the Bank’s program agreement with Liberty. The Company expects the Bank to enter into similar program agreements with other third parties to market and service loans originated by the Bank, from time to time in the future. Certain types of these arrangements have been challenged both in the courts and in regulatory actions. In these actions, plaintiffs have generally argued that the “true lender” is the marketer and that the intent of such lending program is to evade state usury and loan licensing laws. Other cases have also included other claims, including racketeering and other state law claims, in their challenge of such programs. There can be no assurance that lawsuits or regulatory actions in connection with any such lending programs the Bank enters into will not be brought in the future. If a regulatory agency, consumer advocate group or other third party were to bring an action against the Bank or any of the third parties with which the Bank operates such lending programs, such as Liberty, and such actions were successful, such an outcome could have a material adverse effect on the Bank and the Company.Contents

Agreements with Liberty Lending and others whereby the Bank will originate and hold unsecured consumer loans, may result in increased exposure to credit risk and fraud and may present certain additional risks.

Although the Bank has offered unsecured consumer loans to its customers through its brick-and-mortar branch network, the Bank’s entry into program agreements with other third parties to market and service loans originated by the Bank, such as its recently announced program agreement with Liberty, represents a new area of the consumer credit market for the Bank, which presents potential increased credit risks. As a result of the loans originated under such program being unsecured, in the event a borrower does not repay the loan in accordance with its terms or otherwise defaults on the loan, the Bank may not be able to recover from the borrower an amount sufficient to pay any remaining balance on the loan. See “If the Company’s actual loan losses exceed the Company’s allowance for loan losses, the Company’s net income will decrease.” We may also become subject to claims by regulatory agencies or other third parties due to the conduct of the third parties with which the Bank operates such lending programs if such conduct does not comply with applicable laws in connection with marketing and servicing loans under the program.

Item 6. Exhibits.



Exhibit Number		Description

~~2.1~~3.2		~~Agreement~~Fourth Amended and ~~Plan~~Restated Bylaws of ~~Merger, dated as of January 9, 2018, by and among Meta Financial Group, Inc., MetaBank, Crestmark Bancorp, Inc. and Crestmark Bank,~~the Company, filed on ~~January 9, 2018~~December 12, 2022 as an exhibit to the ~~Registrant’s~~Registrant's Current Report on Form 8-K, is incorporated herein by reference.

~~3.1~~31.1		~~Certificate of Incorporation, as amended~~

~~10.1~~	Amended and Restated Meta Financial Group, Inc. 2002 Omnibus Incentive Plan, as amended, filed on January 24, 2018 as an exhibit to the Registrant’s Current Report on Form 8-K, is incorporated herein by reference.

~~31.1~~	Section 302 certification of Chief Executive Officer.

31.2		Section 302 certification of Chief Financial Officer.

32.1		Section 906 certification of Chief Executive Officer.

32.2		Section 906 certification of Chief Financial Officer.

~~101.INS~~101		~~Instance Document~~The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Statements of Financial Condition, (iii) Condensed Consolidated Statements of Operations, (iv) Condensed Consolidated Statements of Comprehensive Income, (v) Condensed Consolidated Statements of Changes in Stockholders' Equity, (vi) Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail.

~~101.SCH~~104		Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Schema Document~~

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101).

~~META~~

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PATHWARD FINANCIAL, ~~GROUP,~~ INC.

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.



		~~META~~PATHWARD FINANCIAL, ~~GROUP,~~ INC.

Date: February 7, ~~2018~~2023		By:	/s/ ~~J. Tyler Haahr~~Brett L. Pharr
			~~J. Tyler Haahr, Chairman of the Board~~Brett L. Pharr,
			~~and~~ Chief Executive Officer and Director

Date: February 7, ~~2018~~2023		By:	/s/ Glen W. Herrick
			Glen W. Herrick,
			Executive Vice President
	and Chief Financial Officer



Delaware			42-1406262
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	CASH	The NASDAQ Stock Market LLC



Class:	Outstanding at February ~~5, 2018:~~1, 2023:
Common Stock, $.01 par value	~~9,683,841 shares~~27,561,385	Shares
Nonvoting Common Stock, $.01 par value	0	Nonvoting shares


Description					Page
PART I - Financial Information
Item 1.			Financial Statements (Unaudited)		2

~~PART I - FINANCIAL INFORMATION~~			2

~~Item 1.~~	~~Financial Statements (Unaudited)~~	2

	Condensed Consolidated Statements of Financial Condition as of December 31 ~~2017~~, 2022 and September 30, ~~2017~~202 2	2

			Condensed Consolidated Statements of Operations for the Three Months Ended December 31 ~~2017~~, 2022 and ~~2016~~2021		3

			Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three Months Ended December 31, ~~2017~~ 2022 and ~~2016~~2021		4

			Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31 ~~2017~~, 2022 and ~~2016~~2021		5

			Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31 ~~2017~~, 2022 and ~~2016~~2021		6

			Notes to Condensed Consolidated Financial Statements		87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			3933

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			5444

Item 4.	Controls and Procedures			6046

PART II - ~~OTHER INFORMATION~~Other Information
Item 1.			Legal Proceedings		6148

Item 1.1A.	~~Legal Proceedings~~Risk Factors			6148

Item ~~1A.~~ 2.	~~Risk Factors~~Unregistered Sales of Equity Securities and Use of Proceeds			6148



Item 6.			Exhibits		6349

SIGNATURES		6450



	(Unaudited)
ASSETS	December 31, 2017			September 30, 2017
Cash and cash equivalents	$	1,300,409		$	1,267,586
Investment securities available for sale	1,392,240			1,106,977
Mortgage-backed securities available for sale	600,112			586,454
Investment securities held to maturity	235,024			449,840
Mortgage-backed securities held to maturity	8,468			113,689
Loans receivable	1,509,140			1,325,371
Allowance for loan losses	(8,862		)	(7,534		)
Federal Home Loan Bank Stock, at cost	57,443			61,123
Accrued interest receivable	21,089			19,380
Premises, furniture, and equipment, net	20,571			19,320
Bank-owned life insurance	85,371			84,702
Foreclosed real estate and repossessed assets	128			292
Goodwill	98,723			98,723
Intangible assets	50,521			52,178
Prepaid assets	29,758			28,392
Deferred taxes	5,379			9,101
Other assets	12,449			12,738

Total assets	$	5,417,963		$	5,228,332

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Non-interest-bearing checking	$	2,779,645		$	2,454,057
Interest-bearing checking	84,390			67,294
Savings deposits	53,535			53,505
Money market deposits	47,451			48,758
Time certificates of deposit	128,220			123,637
Wholesale deposits	420,404			476,173
Total deposits	3,513,645			3,223,424
Short-term debt	1,313,401			1,404,534
Long-term debt	85,552			85,533
Accrued interest payable	4,065			2,280
Accrued expenses and other liabilities	63,595			78,065
Total liabilities	4,980,258			4,793,836

STOCKHOLDERS’ EQUITY
Preferred stock, 3,000,000 shares authorized, no shares issued or outstanding at December 31, 2017 and September 30, 2017, respectively	—			—
Common stock, $.01 par value; 15,000,000 shares authorized, 9,685,398 and 9,626,431 shares issued, 9,664,846 and 9,622,595 shares outstanding at December 31, 2017 and September 30, 2017, respectively	96			96
Common stock, Nonvoting, $.01 par value; 3,000,000 shares authorized, no shares issued or outstanding at December 31, 2017 and September 30, 2017, respectively	—			—
Additional paid-in capital	262,872			258,336
Retained earnings	170,578			167,164
Accumulated other comprehensive income	5,782			9,166
Treasury stock, at cost, 20,552 and 3,836 common shares at December 31, 2017 and September 30, 2017, respectively	(1,623		)	(266		)
Total stockholders’ equity	437,705			434,496

Total liabilities and stockholders’ equity	$	5,417,963		$	5,228,332



	Three Months Ended December 31,
	2017			2016
Interest and dividend income:
Loans receivable, including fees	$	16,443		$	10,678
Mortgage-backed securities	3,758			3,320
Other investments	10,656			8,577
	30,857			22,575
Interest expense:
Deposits	1,885			938
FHLB advances and other borrowings	2,776			1,804
	4,661			2,742

Net interest income	26,196			19,833

Provision for loan losses	1,068			843

Net interest income after provision for loan losses	25,128			18,990

Non-interest income:
Refund transfer product fees	192			176
Tax advance product fees	1,947			449
Card fees	25,247			18,414
Loan fees	1,292			870
Bank-owned life insurance	669			448
Deposit fees	848			150
Loss on sale of securities available-for-sale, net (Includes ($1,010) and ($1,234) reclassified from accumulated other comprehensive income (loss) for net gains (losses) on available for sale securities for the three months ended December 31, 2017 and 2016, respectively)	(1,010		)	(1,234		)
Loss on foreclosed real estate	(19		)	—
Other income	102			76
Total non-interest income	29,268			19,349

Non-interest expense:
Compensation and benefits	22,340			17,850
Refund transfer product expense	101			51
Tax advance product expense	280			27
Card processing	6,540			5,579
Occupancy and equipment	4,890			3,977
Legal and consulting	2,416			2,723
Marketing	553			470
Data processing	414			363
Intangible amortization expense	1,681			1,525
Other expense	4,827			4,188
Total non-interest expense	44,042			36,753


Income before income tax expense	10,354			1,586

Income tax expense (Includes ($380), and ($463) reclassified from accumulated other comprehensive income (loss) for the three months ended December 31, 2017 and 2016, respectively)	5,684			342

Net income	$	4,670		$	1,244

Earnings per common share
Basic	$	0.48		$	0.14
Diluted	$	0.48		$	0.14



	Three Months Ended December 31,
	2017			2016
Net income	$	4,670		$	1,244

Other comprehensive income (loss):
Change in net unrealized loss on securities	(7,480		)	(45,268		)
Losses realized in net income	1,010			1,234
	(6,470		)	(44,034		)
LESS: Deferred income tax effect	(3,086		)	(16,092		)
Total other comprehensive loss	(3,384		)	(27,942		)
Total comprehensive income (loss)	$	1,286		$	(26,698	)



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total Stockholders’ Equity
Balance, September 30, 2016	$	85	$	184,780		$	127,190		$	22,920		$	—		$	334,975

Cash dividends declared on common stock ($0.13 per share)	—		—			(1,195		)	—			—			(1,195		)

Issuance of common shares due to issuance of stock options, restricted stock and ESOP	3		3,245			—			—			—			3,248

Issuance of common shares due to acquisition	5		37,291			—			—			—			37,296

Contingent consideration equity earnout due to SCS acquisition	—		24,091			—			—			—			24,091

Stock compensation	—		69			—			—			—			69

Net change in unrealized gains on securities, net of income taxes	—		—			—			(27,942		)	—			(27,942		)

Net income	—		—			1,244			—			—			1,244

Balance, December 31, 2016	$	93	$	249,476		$	127,239		$	(5,022	)	$	—		$	371,786

Balance, September 30, 2017	$	96	$	258,336		$	167,164		$	9,166		$	(266	)	$	434,496

Cash dividends declared on common stock ($0.13 per share)	—		—			(1,256		)	—			—			(1,256		)

Issuance of common shares due to ESOP	—		1,606			—			—			—			1,606

Shares repurchased for tax withholdings on stock compensation	—		(314		)	—			—			(1,357		)	(1,671		)

Stock compensation	—		3,244			—			—			—			3,244

Net change in unrealized losses on securities, net of income taxes	—		—			—			(3,384		)	—			(3,384		)

Net income	—		—			4,670			—			—			4,670

Balance, December 31, 2017	$	96	$	262,872		$	170,578		$	5,782		$	(1,623	)	$	437,705


(Dollars in thousands, except per share data)	Pathward Financial, Inc.
Three Months Ended December 31, 2022	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Pathward Financial Stockholders’ Equity		Noncontrolling interest		Total Stockholders’ Equity
Balance, September 30, 2022	$	288	$	617,403	$	245,394	$	(213,080)	$	(4,835)	$	645,170	$	(30)	$	645,140
Cash dividends declared on common stock ($0.05 per share)	—		—		(1,402)		—		—		(1,402)		—		(1,402)

Issuance of common stock due to restricted stock	1		—		—		—		—		1		—		1
Repurchases of common stock	(7)		7		(24,943)		—		(1,989)		(26,932)		—		(26,932)

Stock compensation	—		3,271		—		—		—		3,271		—		3,271
Total other comprehensive income	—		—		—		11,390		—		11,390		—		11,390
Net income	—		—		27,842		—		—		27,842		580		28,422
Net investment by (distribution to) noncontrolling interests	—		—		—		—		—		—		(757)		(757)
Balance, December 31, 2022	$	282	$	620,681	$	246,891	$	(201,690)	$	(6,824)	$	659,340	$	(207)	$	659,133

Three Months Ended December 31, 2021
Balance, September 30, 2021	$	317	$	604,484	$	259,189	$	7,599	$	(860)	$	870,729	$	1,155	$	871,884

Cash dividends declared on common stock ($0.05 per share)	—		—		(1,521)		—		—		(1,521)		—		(1,521)


Issuance of common stock due to ESOP	1		2,885		—		—		—		2,886		—		2,886
Repurchases of common stock	(17)		17		(101,000)		—		(3,458)		(104,458)		—		(104,458)

Stock compensation	—		3,430		—		—		—		3,430		—		3,430
Total other comprehensive (loss)	—		—		—		(6,875)		—		(6,875)		—		(6,875)
Net income	—		—		61,324		—		—		61,324		(18)		61,306
Net investment by (distribution to) noncontrolling interests	—		—		—		—		—		—		(495)		(495)
Balance, December 31, 2021	$	301	$	610,816	$	217,992	$	724	$	(4,318)	$	825,515	$	642	$	826,157


								Three Months Ended December 31,
Supplemental disclosure of cash flow information
(Dollars in thousands)							(Dollars in thousands)	2022		2021
Supplemental disclosure of cash flow information:							Supplemental disclosure of cash flow information:
Cash paid during the period for:							Cash paid during the period for:
Interest	$	6,446		$	1,362		Interest	$	478	$	1,196
Income taxes	218			2,110			Income taxes	492		308
Franchise taxes	31			20			Franchise taxes	50		50
Other taxes	1			1			Other taxes	16		13
Supplemental schedule of non-cash investing activities:							Supplemental schedule of non-cash investing activities:

Supplemental schedule of non-cash investing activities:
Securities transferred from held to maturity to available for sale	$	(306,000	)	$	—
Contingent consideration - cash				$	(17,259	)
Contingent consideration - equity	—			(24,091		)
Stock issued for acquisition	—			(37,296		)

Transfers							Transfers

Held for sale to loans and leases							Held for sale to loans and leases	—		12
Loans and leases to held for sale							Loans and leases to held for sale	—		168,426
Loans and leases to rental equipment							Loans and leases to rental equipment	1,405		988

Rental equipment to loan and leases							Rental equipment to loan and leases	128,145		72,267



	1-4 Family Real Estate			Commercial and Multi-Family Real Estate		Agricultural Real Estate			Consumer		Commercial Operating		Agricultural Operating			CML Insurance Premium Finance			Unallocated		Total
	(Dollars in Thousands)
Three Months Ended December 31, 2017
Allowance for loan losses:
Beginning balance	$	803		$	2,670	$	1,390		$	6	$	158	$	1,184		$	796		$	527	$	7,534
Provision (recovery) for loan losses	(118		)	364		(210		)	297		690		(380		)	51			374		1,068
Charge offs	(31		)	—		—			—		—		—			(129		)	—		(160		)
Recoveries	—			—		—			367		46		—			7			—		420
Ending balance	$	654		$	3,034	$	1,180		$	670	$	894	$	804		$	725		$	901	$	8,862

Ending balance: individually evaluated for impairment	—			—		—			—		—		—			—			—		—
Ending balance: collectively evaluated for impairment	654			3,034		1,180			670		894		804			725			901		8,862
Total	$	654		$	3,034	$	1,180		$	670	$	894	$	804		$	725		$	901	$	8,862

Loans:
Ending balance: individually evaluated for impairment	95			707		—			61		—		1,052			—			—		1,915
Ending balance: collectively evaluated for impairment	203,872			653,322		61,303			274,920		56,516		23,644			235,671			—		1,509,248
Total	$	203,967		$	654,029	$	61,303		$	274,981	$	56,516	$	24,696		$	235,671		$	—	$	1,511,163



	Accruing and Non-accruing Loans											Nonperforming Loans
December 31, 2017	30-59 Days Past Due		60-89 Days Past Due		> 89 Days Past Due		Total Past Due		Current		Total Loans Receivable	> 89 Days Past Due and Accruing	Non-accrual balance		Total
	(Dollars in Thousands)
1-4 Family Real Estate	$	106	$	—	$	234	$	340	$	203,627	203,967	234	$	—	$	234
Commercial and Multi-Family Real Estate	—		284		—		284		653,745		654,029	—	284		284
Agricultural Real Estate	—		—		27,818		27,818		33,485		61,303	27,818	—		27,818
Consumer	4,192		2,015		1,624		7,831		267,150		274,981	1,624	—		1,624
Commercial Operating	—		—		—		—		56,516		56,516	—	—		—
Agricultural Operating	—		—		—		—		24,696		24,696	—	—		—
CML Insurance Premium Finance	1,594		592		3,194		5,380		230,291		235,671	3,194	—		3,194
Total	$	5,892	$	2,891	$	32,870	$	41,653	$	1,469,510	1,511,163	32,870	$	284	$	33,154



	Recorded Balance		Unpaid Principal Balance		Specific Allowance
December 31, 2017	(Dollars in Thousands)
Loans without a specific valuation allowance
1-4 Family Real Estate	$	95	$	95	$	—
Commercial and Multi-Family Real Estate	707		707		—
Consumer	61		61		—
Agricultural Operating	1,052		1,052		—
Total	$	1,915	$	1,915	$	—



Available For Sale
At December 31, 2017	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED (LOSSES)			FAIR VALUE
	(Dollars in Thousands)
Debt securities
Small business administration securities	56,602		349		(3		)	56,948
Obligations of states and political subdivisions	14,513		123		(26		)	14,610
Non-bank qualified obligations of states and political subdivisions	1,212,661		16,079		(5,710		)	1,223,030
Asset-backed securities	93,486		2,337		—			95,823
Mortgage-backed securities	606,338		198		(6,424		)	600,112
Total debt securities	1,983,600		19,086		(12,163		)	1,990,523
Common equities and mutual funds	1,298		532		(1		)	1,829
Total available for sale securities	$	1,984,898	$	19,618	$	(12,164	)	$	1,992,352



At September 30, 2017	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED (LOSSES)			FAIR VALUE
	(Dollars in Thousands)
Debt securities
Small business administration securities	57,046		825		—			57,871
Non-bank qualified obligations of states and political subdivisions	938,883		14,983		(3,037		)	950,829
Asset-backed securities	94,451		2,381		—			96,832
Mortgage-backed securities	588,918		1,259		(3,723		)	586,454
Total debt securities	1,679,298		19,448		(6,760		)	1,691,986
Common equities and mutual funds	1,009		436		—			1,445
Total available for sale securities	$	1,680,307	$	19,884	$	(6,760	)	$	1,693,431



Held to Maturity
At December 31, 2017	AMORTIZED COST		GROSS UNREALIZED GAINS		GROSS UNREALIZED (LOSSES)			FAIR VALUE
	(Dollars in Thousands)
Debt securities
Obligations of states and political subdivisions	$	4,341	$	26	$	(25	)	$	4,342
Non-bank qualified obligations of states and political subdivisions	230,683		336		(3,537		)	227,482
Mortgage-backed securities	8,468		—		(148		)	8,320
Total held to maturity securities	$	243,492	$	362	$	(3,710	)	$	240,144



	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Yrs)	Aggregate Intrinsic Value
	(Dollars in Thousands, Except Per Share Data)
Options outstanding, September 30, 2017	75,757	$	22.62	2.28	$	4,225
Granted	—	—		—	—
Exercised	—	—		—	—
Forfeited or expired	—	—		—	—
Options outstanding, December 31, 2017	75,757	$	22.62	2.03	$	5,305

Options exercisable, December 31, 2017	75,757	$	22.62	2.03	$	5,305



	Number of Shares		Weighted Average Fair Value at Grant
(Dollars in Thousands, Except Per Share Data)
Nonvested (restricted) shares outstanding, September 30, 2017	304,526		$	86.96
Granted	42,181		85.03
Vested	(61,161	)	83.55
Forfeited or expired	—		—
Nonvested (restricted) shares outstanding, December 31, 2017	285,546		$	87.40



	Payments		Banking		Corporate Services/Other			Total
Three Months Ended December 31, 2017
Interest income	$	4,669	$	16,478	$	9,710		$	30,857
Interest expense	—		881		3,780			4,661
Net interest income	4,669		15,597		5,930			26,196
Provision for loan losses	1,017		51		—			1,068
Non-interest income	28,101		1,485		(318		)	29,268
Non-interest expense	26,934		6,568		10,540			44,042
Income (loss) before income tax expense (benefit)	4,819		10,463		(4,928		)	10,354

Total goodwill	87,145		11,578		—			98,723
Total assets	380,442		1,478,693		3,558,828			5,417,963
Total deposits	2,768,736		236,494		508,415			3,513,645



	Fair Value At December 31, 2017
	Available For Sale								Held to Maturity
(Dollars in Thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Debt securities
Small business administration securities	56,948		—		56,948		—		—		—		—		—
Obligations of states and political subdivisions	14,610		—		14,610		—		4,342		—		4,342		—
Non-bank qualified obligations of states and political subdivisions	1,223,030		—		1,223,030		—		227,482		—		227,482		—
Asset-backed securities	95,823		—		95,823		—		—		—		—		—
Mortgage-backed securities	600,112		—		600,112		—		8,320		—		8,320		—
Total debt securities	1,990,523		—		1,990,523		—		240,144		—		240,144		—
Common equities and mutual funds	1,829		1,829		—		—		—		—		—		—
Total securities	$	1,992,352	$	1,829	$	1,990,523	$	—	$	240,144	$	—	$	240,144	$	—



	Fair Value At September 30, 2017
	Available For Sale								Held to Maturity
(Dollars in Thousands)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Debt securities
Small business administration securities	57,871		—		57,871		—		—		—		—		—
Obligations of states and political subdivisions	—		—		—		—		19,368		—		19,368		—
Non-bank qualified obligations of states and political subdivisions	950,829		—		950,829		—		432,361		—		432,361		—
Asset-backed securities	96,832		—		96,832		—		—		—		—		—
Mortgage-backed securities	586,454		—		586,454		—		112,456		—		112,456		—
Total debt securities	1,691,986		—		1,691,986		—		564,185		—		564,185		—
Common equities and mutual funds	1,445		1,445		—		—		—		—		—		—
Total securities	$	1,693,431	$	1,445	$	1,691,986	$	—	$	564,185	$	—	$	564,185	$	—



	Trademark⁽¹⁾			Non-Compete⁽²⁾			Customer Relationships⁽³⁾			All Others⁽⁴⁾			Total
Intangibles
Balance as of September 30, 2017	$	10,051		$	1,782		$	31,707		$	8,638		$	52,178
Acquisitions during the period	—			—			—			38			38
Amortization during the period	(159		)	(132		)	(1,160		)	(230		)	(1,681		)
Write-offs during the period	—			—			—			(14		)	(14		)
Balance as of December 31, 2017	$	9,892		$	1,650		$	30,547		$	8,432		$	50,521

Gross carrying amount	$	10,990		$	2,480		$	57,810		$	10,540		$	81,820
Accumulated amortization	(1,098		)	(830		)	(17,015		)	(1,565		)	(20,508		)
Accumulated impairment	—			—			(10,248		)	(543		)	(10,791		)
Balance as of December 31, 2017	$	9,892		$	1,650		$	30,547		$	8,432		$	50,521



	(Dollars in Thousands)
Remaining in 2018	$	6,028
2019	7,151
2020	5,753
2021	5,184
2022	4,262
2023	3,625
Thereafter	18,518
Total anticipated intangible amortization	$	50,521



	Non-Performing Assets As Of
	December 31, 2017			September 30, 2017
Non-Performing Loans	(Dollars in Thousands)

Non-Accruing Loans:
Commercial and Multi-Family Real Estate	284			685
Total ⁽¹⁾	284			685

Accruing Loans Delinquent 90 Days or More
1-4 Family Real Estate	234			—
Agricultural Real Estate	27,818			34,198
Consumer	1,624			1,406
Agricultural Operating	—			97
CML Insurance Premium Finance	3,194			1,205
Total	32,870			36,906

Total Non-Performing Loans	33,154			37,591

Other Assets
Foreclosed Assets:
1-4 Family Real Estate	—			62
Commercial and Multi-Family Real Estate	128			230
Total	128			292

Total Other Assets	$	128		$	292

Total Non-Performing Assets	$	33,282		$	37,883
Total as a Percentage of Total Assets	0.61		%	0.72		%
Total Non-Performing Assets as a Percentage of Total Assets - excluding insured loans⁽²⁾	0.58		%	0.70		%



							Minimum
							Requirement to Be
					Minimum		Well Capitalized
					Requirement For		Under Prompt
					Capital Adequacy		Corrective Action
At December 31, 2017	Company		Bank		Purposes		Provisions

Tier 1 leverage ratio	7.68	%	9.61	%	4.00	%	5.00	%
Common equity Tier 1 capital ratio	12.93		16.71		4.50		6.50
Tier 1 capital ratio	13.38		16.71		6.00		8.00
Total qualifying capital ratio	16.99		17.11		8.00		10.00



	Standardized Approach (1) December 31, 2017
	(Dollars in Thousands)

Total equity	$	437,705
Adjustments:
LESS: Goodwill, net of associated deferred tax liabilities	95,705
LESS: Certain other intangible assets	40,417
LESS: Net deferred tax assets from operating loss and tax credit carry-forwards	—
LESS: Net unrealized gains (losses) on available-for-sale securities	5,782
Common Equity Tier 1 ⁽¹⁾	295,801
Long-term debt and other instruments qualifying as Tier 1	10,310
LESS: Additional tier 1 capital deductions	—
Total Tier 1 capital	306,111
Allowance for loan losses	9,058
Subordinated debentures (net of issuance costs)	73,382
Total qualifying capital	388,551



Net Sensitive Earnings at Risk
Balances as of December 31, 2017	Standard (Parallel Shift) Year 1
	Net Interest Income at Risk%
	-100		+100		+200		+300		+400
Basis Point Change Scenario	-7.4	%	3.3	%	5.5	%	7.4	%	9.4	%
Board Policy Limits	-8.0	%	-8.0	%	-10.0	%	-15.0	%	-20.0	%



Net Sensitive Earnings at Risk
Alternative IRR Results	Standard (Parallel Shift) Year 1
	Net Interest Income at Risk%
	-100		+100		+200		+300		+400
Basis Point Change Scenario	-5.5	%	0.9	%	0.6	%	—	%	-0.5	%
Board Policy Limits	-8.0	%	-8.0	%	-10.0	%	-15.0	%	-20.0	%



Balances as of December 31, 2017
		% of		Change in Interest Income/Expense for a given change in interest rates
	Total Earning	Total Earning		Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario	Assets (in $000's)	Assets		-100	Base	+100	+200	+300	+400
Total Loans	1,509,141	30.2	%	65,404	70,803	75,956	80,981	85,966	91,142
Total Investments (non-TEY) and other Earning Assets	3,484,181	69.8	%	59,605	78,231	94,619	109,695	124,544	139,321
Total Interest-Sensitive Income	4,993,322	100.0	%	125,009	149,033	170,575	190,676	210,509	230,463
Total Interest-Bearing Deposits	734,000	35.8	%	6,482	8,244	12,439	16,634	20,829	25,024
Total Borrowings	1,315,261	64.2	%	7,543	20,878	34,212	47,547	60,883	74,234
Total Interest-Sensitive Expense	2,049,262	100.0	%	14,025	29,122	46,651	64,181	81,711	99,258



Balances as of December 31, 2017	Standard (Parallel Shift)
	Economic Value of Equity at Risk%
	-100		+100		+200		+300		+400
Basis Point Change Scenario	-4.1	%	-1.3	%	-4.8	%	-9.3	%	-12.7	%
Board Policy Limits	-10.0	%	-10.0	%	-20.0	%	-30.0	%	-40.0	%



Balances as of December 31, 2017
		% of		Change in Economic Value for a given change in interest rates
	Book	Total		Over / (Under) Base Case Parallel Shift
Basis Point Change Scenario	Value (in $000's)	Assets		-100		+100		+200		+300		+400
Total Loans	1,500,279	28	%	2.0	%	-2.0	%	-4.1	%	-6.0	%	-7.9	%
Total Investment	3,484,181	64	%	2.3	%	-3.2	%	-6.6	%	-9.9	%	-12.8	%
Other Assets	420,792	8	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
Assets	5,405,252	100	%	2.1	%	-2.6	%	-5.4	%	-8.1	%	-10.4	%
Interest Bearing Deposits	734,000	15	%	1.7	%	-1.5	%	-3.0	%	-4.3	%	-5.5	%
Non-Interest Bearing Deposits	2,783,941	57	%	5.7	%	-5.1	%	-9.7	%	-13.8	%	-17.5	%
Total Borrowings & Other Liabilities	1,363,650	28	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
Liabilities	4,881,591	100	%	3.2	%	-2.9	%	-5.5	%	-7.8	%	-10.0	%