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Note 16: FDIC-assisted Acquisition | 6 Months Ended
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Jun. 30, 2014
Notes |
Note 16: FDIC-assisted Acquisition | NOTE 16: FDIC-ASSISTED ACQUISITION On June 20, 2014, Great Southern Bank entered into a purchase and assumption agreement with the FDIC to purchase a substantial portion of the loans and investment securities, as well as certain other assets, and assume all of the deposits, as well as certain other liabilities, of Valley Bank (“Valley”), a full-service bank headquartered in Moline, IL, with significant operations in Iowa. The provisional fair values of the assets acquired and liabilities assumed in the transaction were as follows:
| June 20,
| 2014
(In Thousands) |
Cash | $2,729
Due from banks | 106,680
Cash and cash equivalents | 109,409
Investment securities | 88,513
Loans receivable, net of discount on loans purchased of $30,102 | 165,098
Accrued interest receivable | 1,004
Premises | 10,850
Core deposit intangible | 2,800
Other assets | 1,060
Total assets acquired | 378,734
Liabilities |
Demand and savings deposits | 186,902
Time deposits | 179,125
Total deposits | 366,027
Securities sold under reverse repurchase agreements with customers | 567
Accounts payable | 561
Accrued interest payable | 182
Advances from borrowers for taxes and insurance | 592
Total liabilities assumed | 367,929
Gain recognized on business acquisition | $10,805
Under the terms of the Purchase and Assumption Agreement, the FDIC agreed to transfer net assets to Great Southern at a discount of $37.5 million to compensate Great Southern for estimated losses related to the loans acquired. No premium was paid to the FDIC for the deposits, resulting in a net purchase discount of $37.5 million. Details related to the transfer are as follows:
| June 20,
| 2014
(In Thousands) |
Net liabilities as determined by the FDIC | $(21,897)
Cash transferred by the FDIC | 59,394
Discount per Purchase and Assumption Agreement | 37,497
Purchase accounting adjustments |
Loans | (28,088)
Deposits | (399)
Investments | (1,005)
Core deposit intangible | 2,800
Gain recognized on business acquisition | $10,805
The acquisition of the net assets of Valley was determined to constitute a business acquisition in accordance with FASB ASC 805. FASB ASC 805 allows a measurement period of up to one year to adjust initial fair value estimates as of the acquisition date. Therefore, provisional measurements of assets acquired and liabilities assumed were recorded on a preliminary basis at fair value on the date of acquisition. Based upon the preliminary acquisition date fair values of the net assets acquired, no goodwill was recorded. The transaction resulted in a preliminary bargain purchase gain of $10.8 million for the three and six months ended June 30, 2014. The transaction also resulted in the recording of a deferred tax liability in the initial amount of $3.6 million. The carrying amount of assets related to the Valley Bank transaction at June 20, 2014 (the acquisition date), consisted of impaired loans required to be accounted for in accordance with FASB ASC 310-30 and other loans not subject to the specific criteria of FASB ASC 310-30, but accounted for under the guidance of FASB ASC 310-30 (FASB ASC 310-30 by Policy Loans) as shown in the following table:
|  | FASB ASC |
| FASB | 310-30 |
| ASC | by |
| 310-30 | Policy |
| Loans | Loans | Total
(In Thousands) |  |  |
Loans | $3,920 | $161,178 | $165,098
On the acquisition date, the preliminary estimate of the contractually required payments receivable for all FASB ASC 310-30 loans acquired was $5.7 million, the cash flows expected to be collected were $4.0 million including interest, and the estimated fair value of the loans was $3.9 million. These amounts were determined based upon the estimated remaining life of the underlying loans, which include the effects of estimated prepayments. At June 20, 2014, a majority of these loans were valued based on the liquidation value of the underlying collateral, because the expected cash flows were primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. Because of the short time period between the closing of the transaction and June 30, 2014, certain amounts related to the FASB ASC 310-30 loans are preliminary estimates. The Company has not yet finalized its analysis of these loans and, therefore, adjustments to the estimated recorded carrying values may occur. On the acquisition date, the preliminary estimate of the contractually required payments receivable for all FASB ASC 310-30 by Policy Loans acquired in the acquisition was $187.4 million, of which $28.4 million of cash flows were not expected to be collected, and the estimated fair value of the loans was $161.2 million. A majority of these loans were valued as of their acquisition dates based on the liquidation value of the underlying collateral, because the expected cash flows were primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. The amount of the estimated cash flows expected to be received from the acquired loan pools in excess of the fair values recorded for the loan pools is referred to as the accretable yield. The accretable yield is recognized as interest income over the estimated lives of the loans. The initial accretable yield recorded for Valley was $23.0 million. The amount accreted to income during June 2014 was $165,000. The net remaining accretable yield at June 30, 2014, was $22.8 million.

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