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Business Combination | 9 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combination | Business Combination At the Effective Time on March 1, 2024 ("the Merger Date"), WaFd, Inc. acquired Luther Burbank, headquartered in Santa Rosa, California. The Merger was effectively an all-stock transaction and has been accounted for as a business combination. Pursuant to the Merger Agreement, on the Merger Date, each holder of LBC common stock received 0.3353 of a share (the "Exchange Ratio") of WaFd common stock for each share of LBC common stock held. As of the Merger Date, WaFd had approximately 64 million shares of common stock outstanding and issued approximately 17 million shares of WaFd common stock to the LBC shareholders which represents approximately 21% of the voting interests in WaFd, Inc. upon completion of the Merger. The purchase price for purposes of the transaction accounting adjustments is calculated based on the number of shares of WaFd stock issued to LBC shareholders and the closing share price on the Merger Date as shown in the following table (amounts in thousands except share and per share data).
Number of WaFd shares issued to LBC shareholders |  | 17,089 |
WaFd market price per share on February 29, 2024 |  | $ | 27.24 |
Purchase price of shares issued to LBC shareholders |  | $ | 465,501 |
Cash in lieu of fractional shares |  | $ | 3 |
Purchase price consideration |  | $ | 465,504 |
The acquisition was accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed in the Merger were recorded at their respective acquisition date estimated fair values and have been adjusted in the current quarter based on new information. These estimates were recorded based on initial valuations available at the Merger Date, and these estimates, including initial accounting for deferred taxes, are considered preliminary as of June 30, 2024, and subject to adjustment for up to one year after the Merger Date. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. While the Company believes that the information available on the Merger Date provided a reasonable basis for estimating fair value, additional information may be obtained during the measurement period that would result in changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the Merger Date or the date the Company concludes that all necessary information about the facts and circumstances that existed as of the Merger Date have been obtained. Management anticipates that facts obtained during the measurement period could result in adjustments to the Merger Date valuation amounts presented herein. The table below displays the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:
| March 1, 2024
| (in thousands)
Total merger consideration |  |  | $ | 465,504 |
Fair value of assets acquired |  |  |
Cash and cash equivalents | $ | 627,403 |  |  |
Investment securities | 518,878 |  |  |
Loans receivable | 3,116,899 |  |  |
Loans held for sale | 3,089,442 |  |  |
Interest receivable | 25,697 |  |  |
Premises and equipment | 6,436 |  |  |
FHLB stock | 35,831 |  |  |
Bank owned life insurance | 17,781 |  |  |
Intangible assets | 37,022 |  |  |
Deferred tax asset, net | 125,452 |  |  |
Other assets | 75,645 |  |  |
Total assets acquired | $ | 7,676,486 |  |  |
Fair value of liabilities assumed |  |  |
Customer accounts | $ | 5,640,440 |  |  |
Borrowings | 1,432,138 |  |  |
Junior subordinated deferrable interest debentures | 50,175 |  |  |
Senior Debt | 93,514 |  |  |
Accrued expenses and other liabilities | 100,275 |  |  |
Total liabilities assumed | $ | 7,316,542 |  |  |
Net Assets Acquired |  |  | $ | 359,944 |
Goodwill |  |  | $ | 105,560 |
In connection with the Merger, the Company recorded approximately $105,560,000 of goodwill. Goodwill represents the excess of the purchase price over the fair value of the assets acquired net of fair value of liabilities assumed. During the quarter ended June 30, 2024, goodwill decreased by $276,000 primarily due to adjustments to loan valuations offset by the adjustment of the deferred tax asset. The loan adjustments were the result of the revaluation of LBC single-family loans transitioned to held for sale and the final terms of the multifamily loan sale that closed during the current quarter. Information regarding goodwill and the carrying amount and amortization of intangible assets are provided in Note A. The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above. Cash and cash equivalents – The carrying amount of these items is a reasonable estimate of their fair value based on the short-term nature of these assets. Investment securities – Fair values for investment securities are based on quoted market prices. The actual sales prices of securities were used for those securities sold in March 2024, shortly after the Merger, rather than the quoted market price as sales prices were determined to be the best indicator of fair value. Loans receivable – A valuation of the loans held for investment portfolio was performed by a third party as of the Merger Date to assess the fair value. The loans held for investment portfolio was segmented into three groups, including performing purchased credit deteriorated ("PCD") loans, non-performing PCD loans and non-PCD loans. The loans were further pooled based on loan type and interest rate terms. The loans were valued at the pool level using a discounted cash flow methodology. The methodology included projecting cash flows based on the contractual terms of the loans and the cash flows were adjusted to reflect credit loss expectations along with prepayments. Discount rates were developed based on the relative risk of the cash flows, taking into consideration the loan type, market rates as of the valuation date, recent originations in the portfolio, credit loss expectations, and liquidity expectations. Lastly, cash flows adjusted for credit loss expectations were discounted to present value and summed to arrive at the fair value of the loans. The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the time of acquisition. Under this method, there is no credit loss expense affecting net income on acquisition of PCD assets. Changes in estimates of expected credit losses after acquisition are recognized in subsequent periods as provision for credit losses (or recapture of credit losses) arises. Any non-credit discount or premium resulting from acquiring a pool of purchased financial assets with credit deterioration is allocated to each individual asset. At the acquisition date, the initial allowance for credit losses, determined on a collective basis, is allocated to individual assets to appropriately allocate any non-credit discount or premium. The non-credit discount or premium, after the adjustment for the allowance for credit losses, is accreted to interest income using the interest method based on the effective interest rate determined at the Merger Date. Of the $3.1 billion net loans held for investment acquired, $293 million were identified as PCD loans on the Merger Date. The following table provides a summary of these PCD loans at acquisition:
| March 1, 2024
| (In thousands)
Principal of PCD loans acquired | $ | 293,204 |
PCD ACL at acquisition | (7,403) |
Non-credit discount on PCD loans | (45,869) |
Fair value of PCD loans | $ | 239,932 |
Loans held for sale – The loans held for sale portfolio was recorded at fair value based on quotes or bids from third parties. Premises and equipment - The fair values of premises are based on a market approach by obtaining third-party appraisals and broker opinions of value for land, office and branch space. Core deposit intangible – The core deposit intangible represents the low cost of funding acquired core deposits provide relative to the Company’s marginal cost of funds. The fair value was estimated based on a cost savings methodology that gave consideration to expected customer attrition rates, net maintenance cost of the deposit base, interest costs associated with customer deposits, and the alternative cost of funds. The estimated fair value was grossed-up for the expected tax amortization benefit. The intangible asset is being amortized over 6 years using an accelerated method, based upon the period over which estimated economic benefits are estimated to be received. Customer Accounts – The fair values used for the demand and savings deposits equal the amount payable on demand at the Merger Date. The fair value of time deposits is estimated by discounting the estimated future cash flows using current rates offered for deposits with similar remaining maturities. Borrowings – The fair value of Federal Home Loan Bank ("FHLB") advances and Federal Reserve Bank ("FRB") borrowings is estimated by discounting the estimated future cash flows using rates currently available to the Company for debt with similar remaining maturities. The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities in the Merger for the period March 1, 2024 to June 30, 2024. The following table shows the impact of merger-related expenses for the three and nine months ended June 30, 2024.
Merger-Related Expenses | Three Months Ended June 30, 2024 |  | Nine Months Ended June 30, 2024
| (in thousands)
Severance and employee-related | $ | 1,400 |  |  | $ | 21,666 |
Legal and Professional | 505 |  |  | 4,487 |
Charitable contributions | — |  |  | 1,000 |
System conversion and integration | 380 |  |  | 768 |
| $ | 2,285 |  |  | $ | 27,921 |
The following table presents unaudited pro forma information as if the Merger had occurred on October 1, 2022. The pro forma adjustments give effect to any change in interest income due to the accretion of the discount (premium) associated with the fair value adjustments to acquired loans, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjustment to acquired interest-bearing deposits, borrowings and long-term debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of October 1, 2022. The pro forma information is not indicative of what would have occurred had the Merger occurred as of the beginning of the year prior to the Merger Date. The pro forma amounts below do not reflect the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts differed from the unaudited pro forma information presented.
| Unaudited Pro Forma for the Nine Months Ended
| June 30, 2024 |  | June 30, 2023
| (in thousands)
Net-interest income | $ | 531,398 |  |  | $ | 646,731 |
Non-interest income | $ | 47,493 |  |  | $ | 40,965 |
Net income | $ | 142,921 |  |  | $ | 238,473 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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