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Note 4: Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets | 12 Months Ended
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Dec. 31, 2017
Notes |
Note 4: Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets | Note 4: Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets TeamBank 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. 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. Vantus Bank 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. 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 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. Sun Security Bank 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. 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. InterBank 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 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 $60,000 of consumer loans) 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 June 9, 2017, 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. A premium was recorded in conjunction with the fair value of the acquired loans and the amount amortized to yield during 2017, 2016 and 2015 was $269,000, $359,000 and $459,000, respectively. Valley Bank 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, 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 2017, 2016 and 2015 was $217,000, $491,000 and $794,000, respectively. Loss Sharing Agreements On April 26, 2016, Great Southern Bank executed an agreement with the FDIC to terminate the loss sharing agreements for TeamBank, 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 TeamBank, 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 TeamBank, Vantus Bank or Sun Security Bank; however, adjustments and amortization related to the InterBank indemnification asset and loss sharing agreement continued until their termination discussed below. The remaining accretable yield adjustments that affect interest income are not changed by this transaction and will continue to be recognized for all FDIC-assisted transactions in the same manner as they have been previously. On June 9, 2017, Great Southern Bank executed an agreement with the FDIC to terminate the loss sharing agreements for InterBank, effective immediately. Pursuant to the termination agreement, the FDIC paid $15.0 million to the Bank to settle all outstanding items related to the terminated loss sharing agreements. The Company recorded a pre-tax gain on the termination of $7.7 million. As a result of entering into the termination agreement, assets that were covered by the terminated loss sharing arrangements, including covered loans in the amount of $138.8 million and covered other real estate owned in the amount of $2.9 million as of March 31, 2017, were reclassified as non-covered assets effective June 9, 2017. All rights and obligations of the Bank and the FDIC under the terminated loss sharing agreements, including the settlement of all existing loss sharing and expense reimbursement claims, have been resolved and terminated. The termination of the loss sharing agreements for the TeamBank, Vantus Bank, Sun Security Bank and InterBank 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 years ended December 31, 2017, 2016 and 2015, improvements in expected cash flows related to the acquired loan portfolios resulted in adjustments to the accretable yield to be spread over the estimated remaining lives of the loans on a level-yield basis. The increases in expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements, when applicable, until they were terminated or expired. This resulted in corresponding adjustments during the years ended December 31, 2017, 2016 and 2015, to the indemnification assets (which have now been reduced to $-0- due to the termination of the loss sharing agreements). The amounts of these adjustments were as follows:
| Year Ended December 31,
| 2017 |  | 2016 |  | 2015
| (In Thousands)
Increase in accretable yield due to increased |  |  |  |  |
cash flow expectations | $ 1,333 |  | $ 10,598 |  | $ 13,720
Decrease in FDIC indemnification asset |  |  |  |  |
as a result of accretable yield increase | -- |  | (2,744) |  | (5,056)
The adjustments, along with those made in previous years, impacted the Company’s Consolidated Statements of Income as follows:
| Year Ended December 31,
| 2017 |  | 2016 |  | 2015
| (In Thousands)
Interest income | $ 5,014 |  | $ 16,393 |  | $ 28,531
Noninterest income | (634) |  | (7,033) |  | (19,534)
Net impact to pre-tax income | $ 4,380 |  | $ 9,360 |  | $ 8,997
On an on-going basis the Company estimates the cash flows expected to be collected from the acquired loan pools. For each of the loan portfolios acquired, the cash flow estimates have increased, based on payment histories and reduced credit loss expectations. This resulted in increased income that has been spread, on a level-yield basis, over the remaining expected lives of the loan pools (and, therefore, has decreased over time). The increases in expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements with the FDIC (when such agreements were in place), which were recorded as indemnification assets. Therefore, the expected indemnification assets had also been reduced each quarter since the fourth quarter of 2010, resulting in adjustments to be amortized on a comparable basis over the remainder of the loss sharing agreements or the remaining expected lives of the loan pools, whichever was shorter. Additional estimated cash flows totaling approximately $1.3 million were recorded in the year ended December 31, 2017 related to these loan pools, with no corresponding reduction in expected reimbursement from the FDIC as the remaining loss sharing agreements were terminated in 2017. Because these adjustments will be recognized generally over the remaining lives of the loan pools, they will impact future periods as well. The remaining accretable yield adjustment that will affect interest income is $2.6 million. As there is no longer, nor will there be in the future, indemnification asset amortization related to TeamBank, Vantus Bank, Sun Security Bank or InterBank due to the termination or expiration of the related loss sharing agreements for those transactions, there is no remaining indemnification asset or related adjustments that will affect non-interest income (expense). Of the remaining adjustments affecting interest income, we expect to recognize $1.7 million of interest income during 2018. Additional adjustments may be recorded in future periods from the FDIC-assisted acquisitions, as the Company continues to estimate expected cash flows from the acquired loan pools. The loss sharing asset was measured separately from the loan portfolio because it was not contractually embedded in the loans and was not transferable with the loans should the Bank have chosen 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 was also separately measured from the related foreclosed real estate. The loss sharing agreement on the InterBank transaction included a clawback provision whereby if credit loss performance was better than certain pre-established thresholds, then a portion of the monetary benefit was to be shared with the FDIC. The pre-established threshold for credit losses was $115.7 million for this transaction. The monetary benefit required to be paid to the FDIC under the clawback provision, if any, was to occur shortly after the termination of the loss sharing agreement, which in the case of InterBank was to be 10 years from the acquisition date. At December 31, 2016 and 2015, 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 and $6.6 million was recorded as of December 31, 2016 and 2015, respectively. This clawback liability was included in the calculation of the final settlement payment related to the termination of the InterBank loss sharing agreements. TeamBank Loans and Foreclosed Assets. The following tables present the balances of the acquired loans and foreclosed assets related to the TeamBank transaction at December 31, 2017 and 2016. Through December 31, 2017, gross loan balances (due from the borrower) were reduced approximately $422.5 million since the transaction date because of $289.7 million of repayments by the borrower, $61.7 million of transfers to foreclosed assets and $71.1 million of charge-downs to customer loan balances. Based upon the collectability analyses performed at the time of the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| December 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 13,668 |  | $ 35
Reclassification from nonaccretable discount |  |  |
to accretable discount due to change in | (589) |  | --
expected losses (net of accretion to date) |  |  |
Original estimated fair value of assets, net of |  |  |
activity since acquisition date | (12,948) |  | (35)
Expected loss remaining | $ 131 |  | $ --
| 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 | (846) |  | --
expected losses (net of accretion to date) |  |  |
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 December 31, 2017 and 2016. Through December 31, 2017, gross loan balances (due from the borrower) were reduced approximately $312.6 million since the transaction date because of $266.9 million of repayments by the borrower, $16.7 million of transfers to foreclosed assets and $29.0 million of charge-downs to customer loan balances. Based upon the collectability analyses performed at the time of the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| December 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 18,965 |  | $ 15
Reclassification from nonaccretable discount |  |  |
to accretable discount due to change in |  |  |
expected losses (net of accretion to date) | (131) |  | --
Original estimated fair value of assets, net of |  |  |
activity since acquisition date | (18,605) |  | (15)
Expected loss remaining | $ 229 |  | $ --
| 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 December 31, 2017 and 2016. Through December 31, 2017, gross loan balances (due from the borrower) were reduced approximately $207.7 million since the transaction date because of $148.4 million of repayments by the borrower, $28.4 million of transfers to foreclosed assets and $30.9 million of charge-downs to customer loan balances. Based upon the collectability analyses performed at the time of the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| December 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 26,787 |  | $ 306
Reclassification from nonaccretable discount |  |  |
to accretable discount due to change in |  |  |
expected losses (net of accretion to date) | (494) |  | --
Original estimated fair value of assets, net of |  |  |
activity since acquisition date | (25,348) |  | (299)
Expected loss remaining | $ 945 |  | $ 7
| 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 tables present the balances of the acquired loans, foreclosed assets and FDIC indemnification asset (for periods prior to the termination of the loss sharing agreements) related to the InterBank transaction at December 31, 2017 and 2016. Through December 31, 2017, gross loan balances (due from the borrower) were reduced approximately $280.9 million since the transaction date because of $239.4 million of repayments by the borrower, $19.1 million of transfers to foreclosed assets and $22.4 million of charge-offs to customer loan balances. Based upon the collectability analyses performed at the time of the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| December 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 112,399 |  | $ 2,012
Noncredit premium/(discount), net of |  |  |
activity since acquisition date | 274 |  | --
Reclassification from nonaccretable discount |  |  |
to accretable discount due to change in |  |  |
expected losses (net of accretion to date) | (972) |  | --
Original estimated fair value of assets, net of |  |  |
activity since acquisition date | (98,321) |  | (1,785)
Expected loss remaining | $ 13,380 |  | $ 227
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis for loss sharing determination, |  |  |
net of activity since acquisition date | $ 149,657 |  | $ 1,417
Noncredit 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% |  | --
Expected 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 December 31, 2017 and 2016. Through December 31, 2017, gross loan balances (due from the borrower) were reduced approximately $133.2 million since the transaction date because of $121.4 million of repayments by the borrower, $4.0 million of 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 at the time of the acquisition, we expected certain levels of foreclosures and charge-offs and actual results have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield as described above.
| December 31, 2017
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis, net of activity |  |  |
since acquisition date | $ 59,997 |  | $ 1,673
Noncredit premium/(discount), net of |  |  |
activity since acquisition date | 11 |  | --
Reclassification from nonaccretable discount |  |  |
to accretable discount due to change in |  |  |
expected losses (net of accretion to date) | (411) |  | --
Original estimated fair value of assets, net of |  |  |
activity since acquisition date | (54,442) |  | (1,667)
Expected loss remaining | $ 5,155 |  | $ 6
| December 31, 2016
|  |  | Foreclosed
| Loans |  | Assets
| (In Thousands)
Initial basis, net of activity |  |  |
since acquisition date | $ 84,283 |  | $ 1,973
Noncredit 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 years ended December 31, 2017, 2016 and 2015:
|  |  |  |  | Sun |  |  |  |
| TeamBank |  | Vantus Bank |  | Security Bank |  | InterBank |  | Valley Bank
| (In Thousands)
Balance, January 1, 2015 | $ 6,865 |  | $ 4,453 |  | $ 7,952 |  | $ 36,092 |  | $ 11,132
Accretion | (3,265) |  | (2,541) |  | (5,487) |  | (28,767) |  | (10,975)
Reclassification from nonaccretable difference(1) | 205 |  | 1,448 |  | 3,459 |  | 9,022 |  | 8,159
Balance, December 31, 2015 | 3,805 |  | 3,360 |  | 5,924 |  | 16,347 |  | 8,316
Accretion | (1,834) |  | (1,877) |  | (3,832) |  | (13,964) |  | (11,933)
Reclassification from nonaccretable difference(1) | 506 |  | 1,064 |  | 2,185 |  | 6,129 |  | 8,414
Balance, December 31, 2016 | 2,477 |  | 2,547 |  | 4,277 |  | 8,512 |  | 4,797
Accretion | (1,563) |  | (1,373) |  | (2,251) |  | (7,505) |  | (5,823)
Reclassification from nonaccretable difference(1) | 1,157 |  | 676 |  | 875 |  | 4,067 |  | 3,721
Balance, December 31, 2017 | $ 2,071 |  | $ 1,850 |  | $ 2,901 |  | $ 5,074 |  | $ 2,695
(1) | Represents increases in estimated cash flows expected to be received from the acquired loan pools, primarily due to lower estimated credit losses. The numbers also include changes in expected accretion of the loan pools for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2017, totaling $1.1 million, $663,000, $850,000, $3.5 million and $3.0 million, respectively; for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2016, totaling $506,000, $1.0 million, $1.8 million, $2.7 million and $1.6 million, respectively; and for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2015, totaling $40,000, $1.1 million, $2.0 million, $4.8 million and $759,000, respectively.

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