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Note 7: Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets | 3 Months Ended
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Mar. 31, 2017
Notes |
Note 7: Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets | NOTE 7: ACQUIRED LOANS, LOSS SHARING AGREEMENTS AND FDIC INDEMNIFICATION ASSETS On March 20, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits (excluding brokered deposits) and acquire certain assets of TeamBank, N.A., a full service commercial bank headquartered in Paola, Kansas. The loans, commitments and foreclosed assets purchased in the TeamBank transaction were covered by a loss sharing agreement between the FDIC and Great Southern Bank. Under the loss sharing agreement, the Bank shared in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $115.0 million, the FDIC agreed to reimburse the Bank for 80% of the losses. On losses exceeding $115.0 million, the FDIC agreed to reimburse the Bank for 95% of the losses. Realized losses covered by the loss sharing agreement included loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement originally was to extend for ten years for 1-4 family real estate loans and for five years for other loans. The five-year period ended March 31, 2014 and the ten-year period was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. See “Loss Sharing Agreements” below. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. On September 4, 2009, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Vantus Bank, a full service thrift headquartered in Sioux City, Iowa. The loans, commitments and foreclosed assets purchased in the Vantus Bank transaction were covered by a loss sharing agreement between the FDIC and Great Southern Bank. Under the loss sharing agreement, the Bank shared in the losses on assets covered under the agreement (referred to as covered assets). On losses up to $102.0 million, the FDIC agreed to reimburse the Bank for 80% of the losses. On losses exceeding $102.0 million, the FDIC agreed to reimburse the Bank for 95% of the losses. Realized losses covered by the loss sharing agreement included loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement originally was to extend for ten years for 1-4 family real estate loans and for five years for other loans. The five year period ended on September 30, 2014 and the ten-year period was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. See “Loss Sharing Agreements” below. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. On October 7, 2011, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Sun Security Bank, a full service bank headquartered in Ellington, Missouri. The loans and foreclosed assets purchased in the Sun Security Bank transaction were covered by a loss sharing agreement between the FDIC and Great Southern Bank. Under the loss sharing agreement, the FDIC agreed to cover 80% of the losses on the loans (excluding approximately $4 million of consumer loans at the date of the acquisition) and foreclosed assets purchased subject to certain limitations. Realized losses covered by the loss sharing agreement included loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by Great Southern. This agreement originally was to extend for ten years for 1-4 family real estate loans and for five years for other loans but was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. See “Loss Sharing Agreements” below. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. On April 27, 2012, Great Southern Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits and acquire certain assets of Inter Savings Bank, FSB (“InterBank”), a full service bank headquartered in Maple Grove, Minnesota. The loans and foreclosed assets purchased in the InterBank transaction are covered by a loss sharing agreement between the FDIC and Great Southern Bank. Under the loss sharing agreement, the FDIC agreed to cover 80% of the losses on the loans (excluding approximately $60,000 of consumer loans) and foreclosed assets purchased subject to certain limitations. Realized losses covered by the loss sharing agreement include loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by Great Southern. This agreement extends for ten years for 1-4 family real estate loans and for five years for other loans. The value of this loss sharing agreement was considered in determining fair values of loans and foreclosed assets acquired. The loss sharing agreement is subject to the Bank following servicing procedures as specified in the agreement with the FDIC. The expected reimbursements under the loss sharing agreement were recorded as an indemnification asset at their preliminary estimated fair value on the acquisition date. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. A premium was recorded in conjunction with the fair value of the acquired loans and the amount amortized to yield during the three months ended March 31, 2017 and 2016 was $76,000 and $98,000, respectively. 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, Illinois, with significant operations in Iowa. This transaction did not include a loss sharing agreement. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded. A premium was recorded in conjunction with the fair value of the acquired loans and the amount amortized to yield during the three months ended March 31, 2017 and 2016 was $80,000 and $148,000, respectively. Loss Sharing Agreements. On April 26, 2016, Great Southern Bank executed an agreement with the FDIC to terminate the loss sharing agreements for Team Bank, Vantus Bank and Sun Security Bank, effective immediately. The agreement required the FDIC to pay $4.4 million to settle all outstanding items related to the terminated loss sharing agreements. As a result of entering into the agreement, assets that were covered by the terminated loss sharing agreements, including covered loans in the amount of $61.5 million and covered other real estate owned in the amount of $468,000 as of March 31, 2016, were reclassified as non-covered assets effective April 26, 2016. In anticipation of terminating the loss sharing agreements, an impairment of the related indemnification assets was recorded during the three months ended March 31, 2016 in the amount of $584,000. On the date of the termination, the indemnification asset balances (and certain other receivables from the FDIC) related to Team Bank, Vantus Bank and Sun Security Bank, which totaled $4.4 million, net of impairment, at March 31, 2016, became $0 as a result of the receipt of funds from the FDIC as outlined in the termination agreement. There will be no future effects on non-interest income (expense) related to adjustments or amortization of the indemnification assets for Team Bank, Vantus Bank or Sun Security Bank; however, adjustments and amortization related to the InterBank indemnification asset and loss sharing agreement will continue. The remaining accretable yield adjustments that affect interest income were not changed by the termination agreement and will continue to be recognized for all FDIC-assisted transactions in the same manner as they have been previously. The termination of the loss sharing agreements for the TeamBank, Vantus Bank and Sun Security Bank transactions have no impact on the yields for the loans that were previously covered under these agreements. All post-termination recoveries, gains, losses and expenses related to these previously covered assets are recognized entirely by Great Southern Bank since the FDIC no longer shares in such gains or losses. Accordingly, the Company’s earnings are positively impacted to the extent the Company recognizes gains on any sales or recoveries in excess of the carrying value of such assets. Similarly, the Company’s future earnings will be negatively impacted to the extent the Company recognizes expenses, losses or charge-offs related to such assets. Fair Value and Expected Cash Flows. At the time of these acquisitions, the Company determined the fair value of the loan portfolios based on several assumptions. Factors considered in the valuations were projected cash flows for the loans, type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan was amortizing. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. Management also estimated the amount of credit losses that were expected to be realized for the loan portfolios. The discounted cash flow approach was used to value each pool of loans. For non-performing loans, fair value was estimated by calculating the present value of the recoverable cash flows using a discount rate based on comparable corporate bond rates. This valuation of the acquired loans is a significant component leading to the valuation of the loss sharing assets recorded. 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 Company continues to evaluate the fair value of the loans including cash flows expected to be collected. Increases in the Company’s cash flow expectations are recognized as increases to the accretable yield while decreases are recognized as impairments through the allowance for loan losses. During the three months ended March 31, 2017, improvements in expected cash flows related to the acquired loan portfolios resulted in adjustments of $155,000 to the accretable yield to be spread over the estimated remaining lives of the loans on a level-yield basis. During the three months ended March 31, 2016, similar such adjustments totaling $4.8 million were made to the accretable yield. The increases in expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements, when applicable. During the three months ended March 31, 2017, this resulted in corresponding adjustments of $-0- to the indemnification assets to be amortized on a level-yield basis over the remainder of the loss sharing agreement or the remaining expected lives of the loan pools, whichever is shorter. During the three months ended March 31, 2016, corresponding adjustments of $1.9 million were made to the indemnification assets. Because these adjustments will be recognized generally over the remaining lives of the loan pools and, in the case of loans acquired in the InterBank transaction, the remainder of the loss sharing agreement (unless the loss sharing period ends earlier), respectively, they will impact future periods as well. The remaining accretable yield adjustment that will affect interest income is $4.5 million and the remaining adjustment to the indemnification asset related to InterBank, including the effects of the clawback liability, that will affect non-interest income (expense) is $(1.9) million. The $4.5 million of accretable yield adjustment relates to Team Bank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank. The amortization of indemnification asset, as noted, is only related to InterBank, as there is no longer, nor will there be in the future, indemnification asset amortization related to Team Bank, Vantus Bank, or Sun Security Bank due to the early termination of the related loss sharing agreements for those transactions in April 2016. Of the remaining adjustments, we expect to recognize $2.5 million of interest income and $(1.0 million) of non-interest income (expense) during the remainder of 2017. Additional adjustments may be recorded in future periods from the FDIC-assisted transactions, as the Company continues to estimate expected cash flows from the acquired loan pools. The impact of adjustments on the Company’s financial results is shown below:
| Three Months Ended |  | Three Months Ended |
| March 31, 2017 |  | March 31, 2016 |
| (In Thousands, Except Per Share Data
| and Basis Points Data)
Impact on net interest income/ |  |  |  |  |  |
net interest margin (in basis points) | $ 1,980 | 19 bps |  | $ 5,382 | 56 bps |
Non-interest income | (634) |  |  | (2,934) |  |
Net impact to pre-tax income | $ 1,346 |  |  | $ 2,448 |  |
Net impact net of taxes | $ 857 |  |  | $ 1,559 |  |
Impact to diluted earnings per common share | $ 0.06 |  |  | $ 0.11 |  |
The loss sharing asset is measured separately from the loan portfolio because it is not contractually embedded in the loans and is not transferable with the loans should the Bank choose to dispose of them. Fair value was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool (as discussed above) and the loss sharing percentages outlined in the applicable Purchase and Assumption Agreement with the FDIC. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The loss sharing asset is also separately measured from the related foreclosed real estate. The loss sharing agreement on the InterBank transaction includes a clawback provision whereby if credit loss performance is better than certain pre-established thresholds, then a portion of the monetary benefit is shared with the FDIC. The pre-established threshold for credit losses is $115.7 million for this transaction. The monetary benefit required to be paid to the FDIC under the clawback provision, if any, will occur shortly after the termination of the loss sharing agreement, which in the case of InterBank is 10 years from the acquisition date. At March 31, 2017 and December 31, 2016, the Bank’s internal estimate of credit performance was expected to be better than the threshold set by the FDIC in the loss sharing agreement. Therefore, a separate clawback liability totaling $6.6 million was recorded in accounts payable and accrued expenses at both March 31, 2017 and December 31, 2016. As changes in the fair values of the loans and foreclosed assets are determined due to changes in expected cash flows, changes in the amount of the clawback liability will occur. TeamBank Loans and Foreclosed Assets. The following tables present the balances of the acquired loans and foreclosed assets related to the TeamBank transaction at March 31, 2017 and December 31, 2016. Gross loan balances (due from the borrower) were reduced by approximately $419.8 million since the transaction date because of $287.0 million of repayments from borrowers, $61.7 million in transfers to foreclosed assets and $71.1 million in charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations in this regard. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| March 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 16,319 |  | $ 14
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (766) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (15,394) |  | (14)
Expected loss remaining | $ 159 |  | $ —
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 18,838 |  | $ 14
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (846) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (17,833) |  | (14)
Expected loss remaining | $ 159 |  | $ —
Vantus Bank Loans and Foreclosed Assets. The following tables present the balances of the acquired loans and foreclosed assets related to the Vantus Bank transaction at March 31, 2017 and December 31, 2016. Gross loan balances (due from the borrower) were reduced by approximately $309.2 million since the transaction date because of $263.4 million of repayments from borrowers, $16.7 million in transfers to foreclosed assets and $29.1 million in charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations in this regard. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| March 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $22,317 |  | $15
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (203) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (21,877) |  | (15)
Expected loss remaining | $237 |  | $—
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $23,712 |  | $15
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (239) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (23,232) |  | (15)
Expected loss remaining | $241 |  | $—
Sun Security Bank Loans and Foreclosed Assets. The following tables present the balances of the acquired loans and foreclosed assets related to the Sun Security Bank transaction at March 31, 2017 and December 31, 2016. Gross loan balances (due from the borrower) were reduced by approximately $202.7 million since the transaction date because of $143.4 million of repayments from borrowers, $28.4 million in transfers to foreclosed assets and $30.9 million of charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations in this regard. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| March 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $31,733 |  | $400
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (890) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (29,846) |  | (321)
Expected loss remaining | $997 |  | $79
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $33,579 |  | $365
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (1,086) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (31,499) |  | (286)
Expected loss remaining | $994 |  | $79
InterBank Loans, Foreclosed Assets and Indemnification Asset. The following table presents the balances of the acquired loans, foreclosed assets and FDIC indemnification asset related to the InterBank transaction at March 31, 2017 and December 31, 2016. Gross loan balances (due from the borrower) were reduced by approximately $254.5 million since the transaction date because of $213.6 million of repayments by the borrower, $18.0 million in transfers to foreclosed assets and $22.9 million of charge-offs to customer loan balances. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations in this regard. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| March 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 138,766 |  | $ 2,875
Non-credit premium/(discount), net of activity since acquisition date | 467 |  | —
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (1,366) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (123,902) |  | (2,875)
Expected loss remaining | 13,965 |  | —
Assumed loss sharing recovery percentage | 84% |  | —
Estimated loss sharing value | 11,727 |  | —
FDIC loss share clawback | 813 |  | —
Indemnification asset to be amortized resulting from |  |  |
change in expected losses | 1,092 |  | —
Accretable discount on FDIC indemnification asset | (846) |  | —
FDIC indemnification asset | $ 12,786 |  | $ —
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 149,657 |  | $ 1,417
Non-credit premium/(discount), net of activity since acquisition date | 543 |  | —
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (1,984) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (134,355) |  | (1,417)
Expected loss remaining | 13,861 |  | —
Assumed loss sharing recovery percentage | 84% |  | —
Estimated loss sharing value | 11,644 |  | —
FDIC loss share clawback | 953 |  | —
Indemnification asset to be amortized resulting from |  |  |
change in expected losses | 1,586 |  | —
Accretable discount on FDIC indemnification asset | (1,038) |  | —
FDIC indemnification asset | $ 13,145 |  | $ —
Valley Bank Loans and Foreclosed Assets. The following tables present the balances of the acquired loans and foreclosed assets related to the Valley Bank transaction at March 31, 2017 and December 31, 2016. Gross loan balances (due from the borrower) were reduced by approximately $118.2 million since the transaction date because of $106.6 million of repayments by the borrower, $3.8 million in transfers to foreclosed assets and $7.8 million of charge-offs to customer loan balances. The Valley Bank transaction did not include a loss sharing agreement; however, the loans were recorded at a discount, which is accreted to yield over the life of the loans. Based upon the collectability analyses performed during the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations in this regard. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| March 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis, net of activity since acquisition date | $ 74,986 |  | $ 2,309
Non-credit premium/(discount), net of activity since acquisition date | 148 |  | —
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (1,225) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (68,003) |  | (2,307)
Expected loss remaining | $ 5,906 |  | $ 2
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis, net of activity since acquisition date | $ 84,283 |  | $ 1,973
Non-credit premium/(discount), net of activity since acquisition date | 228 |  | —
Reclassification from nonaccretable discount to accretable discount |  |  |
due to change in expected losses (net of accretion to date) | (2,121) |  | —
Original estimated fair value of assets, net of activity since |  |  |
acquisition date | (76,231) |  | (1,952)
Expected loss remaining | $ 6,159 |  | $ 21
Changes in the accretable yield for acquired loan pools were as follows for the three months ended March 31, 2017 and 2016:
|  |  |  |  | Sun Security |  |  |  |
| TeamBank |  | Vantus Bank |  | Bank |  | InterBank |  | Valley Bank
| (In Thousands) |
Balance, January 1, 2016 | $ 3,805 |  | $ 3,360 |  | $ 5,924 |  | $ 16,347 |  | $ 8,316
Accretion | (480) |  | (489) |  | (1,072) |  | (4,641) |  | (3,146)
Change in expected accretable yield(1) | 161 |  | 365 |  | 471 |  | 2,849 |  | 3,062
Balance, March 31, 2016 | $ 3,486 |  | $ 3,236 |  | $ 5,323 |  | $ 14,555 |  | $ 8,232
Balance January 1, 2017 | $ 2,477 |  | $ 2,547 |  | $ 4,277 |  | $ 8,512 |  | $ 4,797
Accretion | (655) |  | (356) |  | (622) |  | (2,278) |  | (1,925)
nonaccretable yield(1) | 674 |  | 163 |  | 140 |  | 676 |  | 1,528
Balance, March 31, 2017 | $ 2,496 |  | $ 2,354 |  | $ 3,795 |  | $ 6,910 |  | $ 4,400
(1) | Represents increases in estimated cash flows expected to be received from the acquired loan pools, primarily due to lower estimated credit losses. The amounts also include changes in expected accretion of the loan pools for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the three months ended March 31, 2017, totaling $674,000, $158,000, $140,000, $676,000 and $1.4 million, respectively, and for the three months ended March 31, 2016, totaling $161,000, $365,000, $304,000, $690,000 and $612,000, respectively.

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