Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets

12 Months Ended

Dec. 31, 2011

Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets [Abstract]

Acquired Loans, Loss Sharing Agreements and FDIC Indemnification Assets

Note 5:             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 are covered by a loss sharing agreement between the FDIC and Great Southern Bank.  Under the loss sharing agreement, the Bank shares 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 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.

The Bank recorded a preliminary one-time gain of $27.8 million (pre-tax) based upon the initial estimated fair value of the assets acquired and liabilities assumed in accordance with FASB ASC 805, Business Combinations.  FASB ASC 805 allows a measurement period of up to one year to adjust initial fair value estimates as of the acquisition date. Subsequent to the initial fair value estimate calculations in the first quarter of 2009, additional information was obtained about the fair value of assets acquired and liabilities assumed as of March 20, 2009, which resulted in adjustments to the initial fair value estimates.  Most significantly, additional information was obtained on the credit quality of certain loans as of the acquisition date which resulted in increased fair value estimates of the acquired loan pools.  The fair values of these loan pools were adjusted and the provisional fair values finalized.  These adjustments resulted in a $16.1 million increase to the initial one-time gain of $27.8 million.  Thus, the final gain was $43.9 million related to the fair value of the acquired assets and assumed liabilities.  This gain was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2009.

The Bank originally recorded the fair value of the acquired loans at their preliminary fair value of $222.8 million and the related FDIC indemnification asset was originally recorded at its preliminary fair value of $153.6 million.  As discussed above, these initial fair values were adjusted during the measurement period, resulting in a final fair value at the acquisition date of $264.4 million for acquired loans and $128.3 million for the FDIC indemnification asset.  A discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during 2011 and 2010 was $2.5 million and $2.4 million, respectively. 

In addition to the loan and FDIC indemnification assets noted above, the acquisition consisted of other assets with a fair value of approximately $235.5 million, including $111.8 million of investment securities, $83.4 million of cash and cash equivalents, $2.9 million of foreclosed assets and $3.9 million of FHLB stock.  Liabilities with a fair value of $610.2 million were also assumed, including $515.7 million of deposits, $80.9 million of FHLB advances and $2.3 million of repurchase agreements with a commercial bank.  A customer-related core deposit intangible asset of $2.9 million was also recorded.  In addition to the excess of liabilities over assets, the Bank received approximately $42.4 million in cash from the FDIC and entered into the loss sharing agreement with the FDIC.

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 are covered by a loss sharing agreement between the FDIC and Great Southern Bank.  Under the loss sharing agreement, the Bank shares 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 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 of $62.2 million on the acquisition date.  Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.  The transaction resulted in a preliminary one-time gain of $45.9 million, which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2009. During 2010, the Company continued to analyze its estimates of the fair values of the loans acquired and the indemnification asset recorded.  The Company finalized its analysis of these assets without adjustments to the initial fair value estimates.  The Bank recorded the fair value of the acquired loans at their estimated fair value of $247.0 million and the related FDIC indemnification asset was recorded at its estimated fair value of $62.2 million.  A discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during 2011 and 2010 was $928,000 and $1.2 million, respectively.

In addition to the loan and FDIC indemnification assets noted above, the acquisition consisted of other assets with a fair value of approximately $47.2 million, including $23.1 million of investment securities, $12.8 million of cash and cash equivalents, $2.2 million of foreclosed assets and $5.9 million of FHLB stock.  Liabilities with a fair value of $444.0 million were also assumed, including $352.7 million of deposits, $74.6 million of FHLB advances, $10.0 million of borrowings from the Federal Reserve Bank and $3.2 million of repurchase agreements with a commercial bank.  A customer-related core deposit intangible asset of $2.2 million was also recorded.  In addition to the excess of liabilities over assets, the Bank received approximately $131.3 million in cash from the FDIC and entered into the loss sharing agreement with the FDIC.

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 are covered by a loss sharing agreement between the FDIC and Great Southern Bank.  Under the loss sharing agreement, the FDIC has agreed to cover 80% of the losses on the loans (excluding approximately $4 million 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 of $67.4 million on the acquisition date.  Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.  The transaction resulted in a preliminary one-time gain of $16.5 million, which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2011. The Bank recorded the fair value of the acquired loans at their estimated fair value of $163.7 million. The Company continues to analyze its estimates of the fair values of the loans acquired and the indemnification asset recorded.  The Company has not yet finalized its analysis of these assets and, therefore, adjustments to the recorded carrying values may occur. 

In addition to the loan and FDIC indemnification assets noted above, the acquisition consisted of other assets with a fair value of approximately $85.2 million, including $45.3 million of investment securities, $26.1 million of cash and cash equivalents, $9.1 million of foreclosed assets, $3.0 million of FHLB stock and $1.8 million of other assets.  Liabilities with a fair value of $345.8 million were also assumed, including $280.9 million of deposits, $64.3 million of FHLB advances and $632,000 of other liabilities.  A customer-related core deposit intangible asset of $2.5 million was also recorded.  Net of the excess of assets over liabilities, the Bank received approximately $40.8 million in cash from the FDIC.  The Bank also expects to receive $2.7 million from the FDIC in the future due to adjustments identified by the FDIC as part of their normal closing procedures.

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 nonperforming 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, 2011 and 2010, increases in expected cash flows related to the loan portfolios acquired in 2009 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.  This resulted in corresponding adjustments during the years ended December 31, 2011 and 2010 to the indemnification assets to be amortized on a level-yield basis over the remainder of the loss sharing agreements or the remaining expected lives of the loan pools, whichever is shorter.  The amounts of these adjustments were as follows:

	Year Ended
	December 31,	December 31,
	2011	2010
	(In Thousands)
Increase in accretable yield due to increased
cash flow expectations	$27,069	$58,951
Decrease in FDIC indemnification asset
as a result of accretable yield increase	(23,821)	(51,888)

The adjustments impacted the Company’s Consolidated Statements of Income as follows:

	Year Ended
	December 31,	December 31,
	2011	2010
	(In Thousands)
Interest income	$49,208	$19,452
Noninterest income	(43,835)	(17,134)
Net impact to pre-tax income	5,373	2,318

Prior to January 1, 2010, the Company’s estimate of cash flows expected to be received from the acquired loan pools related to TeamBank and Vantus Bank had not materially changed, other than the adjustment of the provisional fair value measurements of the former TeamBank loan portfolio.  At December 31, 2011, the Company’s preliminary estimate of cash flows expected to be received from the loan pools acquired in the Sun Security Bank acquisition had not materially changed.

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 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.

TeamBank FDIC Indemnification Asset

The following tables present the balances of the FDIC indemnification asset related to the TeamBank transaction at December 31, 2011 and 2010.  Gross loan balances (due from the borrower) were reduced approximately $271.5 million since the transaction date because of $192.4 million of repayments by the borrower, $13.6 million of transfers to foreclosed assets and $65.5 million of charge-downs to customer loan balances.

	December 31, 2011
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$164,284	$16,225
Noncredit premium/(discount), net of
activity since acquisition date	(1,363)	—
Reclassification from nonaccretable discount
to accretable discount due to change in
expected losses (net of accretion to date)	(6,093)	—
Original estimated fair value of assets, net of
activity since acquisition date	(128,875)	(10,342)
Expected loss remaining	27,953	5,883
Assumed loss sharing recovery percentage	80%	80%
Expected loss remaining	22,404	4,712
Indemnification asset to be amortized resulting from
change in expected losses	5,726	—
Accretable discount on FDIC indemnification asset	(2,719)	—
FDIC indemnification asset	$25,411	$4,712

	December 31, 2010
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$219,289	$15,921
Noncredit premium/(discount), net of
activity since acquisition date	(3,875)	—
Reclassification from nonaccretable discount
to accretable discount due to change in
expected losses (net of accretion to date)	(21,071)	—
Original estimated fair value of assets, net of
activity since acquisition date	(144,633)	(5,463)
Expected loss remaining	49,710	10,458
Assumed loss sharing recovery percentage	85%	78%
Expected loss remaining	42,275	8,204
Indemnification asset to be amortized resulting from
change in expected losses	20,011	—
Accretable discount on FDIC indemnification asset	(6,077)	—
FDIC indemnification asset	$56,209	$8,204

Vantus Bank FDIC Indemnification Asset

The following tables present the balances of the FDIC indemnification asset related to the Vantus Bank transaction at December 31, 2011 and 2010.  Gross loan balances (due from the borrower) were reduced approximately $182.3 million since the transaction date because of $153.1 million of repayments by the borrower, $4.1 million of transfers to foreclosed assets and $25.1 million of charge-downs to customer loan balances.

	December 31, 2011
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$149,215	$3,410
Noncredit premium/(discount), net of
activity since acquisition date	(503)	—
Reclassification from nonaccretable discount
to accretable discount due to change in
expected losses (net of accretion to date)	(11,267)	—
Original estimated fair value of assets, net of
activity since acquisition date	(123,036)	(2,069)
Expected loss remaining	14,409	1,341
Assumed loss sharing recovery percentage	80%	80%
Expected loss remaining	11,526	1,073
Indemnification asset to be amortized resulting from
change in expected losses	9,014	—
Accretable discount on FDIC indemnification asset	(1,946)	—
FDIC indemnification asset	$18,594	$1,073

	December 31, 2010
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$208,080	$9,944
Noncredit premium/(discount), net of
activity since acquisition date	(1,431)	—
Reclassification from nonaccretable discount
to accretable discount due to change in
expected losses (net of accretion to date)	(18,428)	—
Original estimated fair value of assets, net of
activity since acquisition date	(160,163)	(5,899)
Expected loss remaining	28,058	4,045
Assumed loss sharing recovery percentage	80%	80%
Expected loss remaining	22,445	3,236
Indemnification asset to be amortized resulting from
change in expected losses	14,743	—
Accretable discount on FDIC indemnification asset	(3,850)	(109)
FDIC indemnification asset	$33,338	$3,127

Sun Security Bank FDIC Indemnification Asset

The following tables present the balances of the FDIC indemnification asset related to the Sun Security Bank transaction at December 31, 2011 and October 7, 2011 (the transaction date).  At December 31, 2011, the Company concluded that the assumptions utilized to determine the preliminary fair value of loans, foreclosed assets and the FDIC indemnification asset had not materially changed.  Expected cash flows and the present value of future cash flows related to these assets also did not materially change since the analysis performed at acquisition on October 7, 2011.  Gross loan balances (due from the borrower) were reduced approximately $23.0 million since the transaction date because of $19.6 million of repayments by the borrower and $3.4 million of charge-downs to customer loan balances.

	December 31, 2011
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$217,549	$20,964
Noncredit premium/(discount), net of
activity since acquisition date	(2,658)	—
Original estimated fair value of assets, net of
activity since acquisition date	(144,626)	(8,338)
Expected loss remaining	70,265	12,626
Assumed loss sharing recovery percentage	79%	80%
Expected loss remaining	55,382	10,101
Accretable discount on FDIC indemnification asset	(5,457)	(1,811)
FDIC indemnification asset	$49,925	$8,290

	October 7, 2011
		Foreclosed
	Loans	Assets
	(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$240,510	$30,186
Noncredit premium/(discount)	(2,798)	—
Book value of assets	(163,674)	(9,056)
Anticipated realized loss	74,038	21,130
Assumed loss sharing recovery percentage	79%	80%
Expected loss sharing value	58,230	16,904
Accretable discount on FDIC indemnification asset	(5,844)	(1,906)
FDIC indemnification asset	$52,386	$14,998

The carrying amount of assets covered by the loss sharing agreement related to the Sun Security Bank transaction at October 7, 2011 (the acquisition date), consisted of impaired loans required to be accounted for in accordance with FASB ASC 310-30, 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) and other assets as shown in the following table:

		FASB ASC
	FASB	310-30
	ASC	by
	310-30	Policy
	Loans	Loans	Other	Total
	(In Thousands)
Loans	$32,444	$131,230	$—	$163,674
Foreclosed assets	—	—	9,056	9,056
Estimated loss reimbursement from the FDIC	—	—	67,384	67,384
Total covered assets	$32,444	$131,230	$76,440	$240,114

On the acquisition date, the preliminary estimate of the contractually required payments receivable for all FASB ASC 310-30 loans acquired was $96.1 million, the cash flows expected to be collected were $36.5 million including interest, and the estimated fair value of the loans was $32.4 million.  These amounts were determined based upon the estimated remaining life of the underlying loans, which include the effects of estimated prepayments.  At October 7, 2011, 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 December 31, 2011, 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 $144.4 million, of which $13.2 million of cash flows were not expected to be collected, and the estimated fair value of the loans was $131.2 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. 

Changes in the accretable yield for acquired loan pools were as follows for the years ended December 31, 2011 and 2010:

			Sun Security
	TeamBank	Vantus Bank	Bank
	(In Thousands)
Balance, January 1, 2009	$—	$—	$—
Additions	44,221	45,022	—
Accretion	(12,921)	(5,999)	—
Balance, December 31, 2009	31,300	39,023	—
Accretion	(24,250)	(23,848)	—
Reclassification from nonaccretable difference(1)	29,715	20,621	—
Balance, December 31, 2010	36,765	35,796	—
Additions	—	—	14,990
Accretion	(40,010)	(30,908)	(2,221)
Reclassification from nonaccretable difference(1)	17,907	17,079	—
Balance, December 31, 2011	$14,662	$21,967	$12,769
(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 and Vantus Bank for the year ended December 31, 2011 totaling $3.5 million and $4.4 million, respectively, and for the year ended December 31, 2010 totaling $1.8 million and $6.8 million, respectively.