Note 8: Loss Sharing Agreements and Fdic Indemnification Assets

3 Months Ended

Sep. 30, 2013

Notes

Note 8: Loss Sharing Agreements and Fdic Indemnification Assets

NOTE 8: 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 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 the Bank.  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 discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during the three and nine months ended September 30, 2013 was $0 and $134,000, respectively.  The amount accreted to yield during the three and nine months ended September 30, 2012 was $267,000 and $1.0 million, respectively.

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 the Bank.  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 discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during the three and nine months ended September 30, 2013 was $19,000 and $99,000, respectively.  The amount accreted to yield during the three and nine months ended September 30, 2012 was $76,000 and $338,000, respectively.

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 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 on the acquisition date.  Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.  A discount was recorded in conjunction with the fair value of the acquired loans and the amount accreted to yield during the three and nine months ended September 30, 2013 was $210,000 and $827,000, respectively.  The amount accreted to yield during the three and nine months ended September 30, 2012 was $500,000 and $1.2 million, respectively.

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 and nine months ended September 30, 2013 was $155,000 and $485,000, respectively.  The amount amortized to yield during the three and nine months ended September 30, 2012 was $(68,000) and $126,000, respectively. 

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 and nine months ended September 30, 2013, increases in expected cash flows related to the acquired loan portfolios resulted in adjustments of $11.9 million and $26.9 million, respectively, to the accretable yield to be spread over the estimated remaining lives of the loans on a level-yield basis. During the three and nine months ended September 30, 2012, similar such adjustments totaling $8.8 million and $18.8 million, respectively, were made to the accretable yield.  The current year increases in expected cash flows also reduced the amount of expected reimbursements under the loss sharing agreements.  During the three and nine months ended September 30, 2013, this resulted in a corresponding adjustment of $9.4 million and $21.3 million, respectively, 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.  During the three and nine months ended September 30, 2012, corresponding adjustments of $7.0 million and $15.0 million, respectively, were made to the indemnification assets.  The impact to net interest income and net interest margin was greater in the quarter ended September 30, 2013 compared to the quarter ended June 30, 2013 due to additional estimated cash flows, primarily related to the Sun Security Bank and InterBank loan portfolios. 

Because these adjustments will be recognized over the remaining lives of the loan pools and the remainder of the loss sharing agreements, respectively, they will impact future periods as well.  The remaining accretable yield adjustment that will affect interest income is $25.0 million and the remaining adjustment to the indemnification assets, including the effects of the clawback liability related to Interbank, that will affect non-interest income (expense) is $(20.7) million.  Of the remaining adjustments, we expect to recognize $5.7 million of interest income and $(5.0) million of non-interest income (expense) in the remainder of 2013.  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 impact of adjustments on the Company’s financial results is shown below:

	Three Months Ended		Nine Months Ended
	September 30, 2013		September 30, 2013
(In Thousands, Except Per Share Data
and Basis Points Data)
Impact on net interest income/
net interest margin (in basis points)	$8,412	101 bps	$26,508	103 bps
Non-interest income	(7,074)		(22,037)
Net impact to pre-tax income	$1,338		$4,471
Net impact net of taxes	$870		$2,906
Impact to diluted earnings per common share	$0.06		$0.21

	Three Months Ended		Nine Months Ended
	September 30, 2012		September 30, 2012
(In Thousands, Except Per Share Data
and Basis Points Data)
Impact on net interest income/
net interest margin (in basis points)	$9,956	109 bps	$24,136	90 bps
Non-interest income	(8,169)		(19,319)
Net impact to pre-tax income	$1,787		$4,817
Net impact net of taxes	$1,162		$3,131
Impact to diluted earnings per common share	$0.09		$0.23

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.

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 September 30, 2013, the Bank’s internal estimate of credit performance is expected to be better than the threshold set by the FDIC in the loss sharing agreement.  Therefore, a separate clawback liability totaling $2.6 million was recorded as of September 30, 2013.  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 FDIC Indemnification Asset.  The following tables present the balances of the FDIC indemnification asset related to the TeamBank transaction at September 30, 2013 and December 31, 2012. Gross loan balances (due from the borrower) were reduced approximately $376.2 million since the transaction date because of $242.8 million of repayments from borrowers, $61.4 million in transfers to foreclosed assets and $72.0 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.  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.

	September 30, 2013
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$60,010	$2,356
Non-credit premium/(discount), net of activity since acquisition date	--	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(3,378)	--
Original estimated fair value of assets, net of activity since
acquisition date	(55,825)	(2,066)
Expected loss remaining	807	290
Assumed loss sharing recovery percentage	82%	80%
Estimated loss sharing value	663	232
Indemnification asset to be amortized resulting from
change in expected losses	1,455	--
Accretable discount on FDIC indemnification asset	(21)	--
FDIC indemnification asset	$2,097	$232

	December 31, 2012
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$86,657	$9,056
Non-credit premium/(discount), net of activity since acquisition date	(134)	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(5,120)	--
Original estimated fair value of assets, net of activity since
acquisition date	(77,615)	(7,669)
Expected loss remaining	3,788	1,387
Assumed loss sharing recovery percentage	81%	82%
Estimated loss sharing value	3,051	1,141
Indemnification asset to be amortized resulting from
change in expected losses	4,036	--
Accretable discount on FDIC indemnification asset	(332)	--
FDIC indemnification asset	$6,755	$1,141

Vantus Bank Indemnification Asset.  The following tables present the balances of the FDIC indemnification asset related to the Vantus Bank transaction at September 30, 2013 and December 31, 2012. Gross loan balances (due from the borrower) were reduced approximately $260.4 million since the transaction date because of $215.2 million of repayments from borrowers, $16.3 million in transfers to foreclosed assets and $28.9 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.  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.

	September 30, 2013
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$71,155	$3,570
Non-credit premium/(discount), net of activity since acquisition date	(5)	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(1,779)	--
Original estimated fair value of assets, net of activity since
acquisition date	(68,490)	(2,353)
Expected loss remaining	881	1,217
Assumed loss sharing recovery percentage	75%	80%
Estimated loss sharing value	658	974
Indemnification asset to be amortized resulting from
change in expected losses	1,399	--
Accretable discount on FDIC indemnification asset	(48)	--
FDIC indemnification asset	$2,009	$974

	December 31, 2012
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$103,910	$4,383
Non-credit premium/(discount), net of activity since acquisition date	(104)	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(5,429)	--
Original estimated fair value of assets, net of activity since
acquisition date	(95,483)	(3,214)
Expected loss remaining	2,894	1,169
Assumed loss sharing recovery percentage	78%	80%
Estimated loss sharing value	2,270	935
Indemnification asset to be amortized resulting from
change in expected losses	4,343	--
Accretable discount on FDIC indemnification asset	(240)	--
FDIC indemnification asset	$6,373	$935

Sun Security Bank Indemnification Asset.  The following tables present the balances of the FDIC indemnification asset related to the Sun Security Bank transaction at September 30, 2013 and December 31, 2012.  Gross loan balances (due from the borrower) were reduced approximately $147.7 million since the transaction date because of $92.2 million of repayments by the borrower, $25.8 million in transfers to foreclosed assets and $29.7 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.  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.

	September 30, 2013
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$86,700	$7,143
Non-credit premium/(discount), net of activity since acquisition date	(252)	--
Reclassification from nonaccretable discount to accretable discount    due to change in expected losses (net of accretion to date)	(4,688)	--
Original estimated fair value of assets, net of activity since
acquisition date	(70,020)	(4,929)
Expected loss remaining	11,740	2,214
Assumed loss sharing recovery percentage	73%	80%
Estimated loss sharing value	8,555	1,771
Indemnification asset to be amortized resulting from
change in expected losses	3,718	--
Accretable discount on FDIC indemnification asset	(832)	(93)
FDIC indemnification asset	$11,441	$1,678

	December 31, 2012
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$126,933	$10,980
Non-credit premium/(discount), net of activity since acquisition date	(1,079)	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(4,182)	--
Original estimated fair value of assets, net of activity since
acquisition date	(91,519)	(6,227)
Expected loss remaining	30,153	4,753
Assumed loss sharing recovery percentage	76%	80%
Estimated loss sharing value	23,017	3,785
Indemnification asset to be amortized resulting from
change in expected losses	3,345	--
Accretable discount on FDIC indemnification asset	(2,867)	(561)
FDIC indemnification asset	$23,495	$3,224

InterBank Indemnification Asset.  The following table presents the balances of the FDIC indemnification asset related to the InterBank transaction at September 30, 2013.  Gross loan balances (due from the borrower) were reduced approximately $96.0 million since the transaction date because of $71.5 million of repayments by the borrower, $6.0 million in transfers to foreclosed assets and $18.5 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.  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.

	September 30, 2013
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$297,252	$4,788
Non-credit premium/(discount), net of activity since acquisition date	2,056	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(15,147)	--
Original estimated fair value of assets, net of activity since
acquisition date	(218,962)	(4,457)
Expected loss remaining	65,199	331
Assumed loss sharing recovery percentage	82%	80%
Estimated loss sharing value	53,114	265
FDIC loss share clawback	2,000	--
Indemnification asset to be amortized resulting from
change in expected losses	12,118	--
Accretable discount on FDIC indemnification asset	(5,341)	(33)
FDIC indemnification asset	$61,891	$232

	December 31, 2012
		Foreclosed
	Loans	Assets
(In Thousands)
Initial basis for loss sharing determination,
net of activity since acquisition date	$356,844	$2,001
Non-credit premium/(discount), net of activity since acquisition date	2,541	--
Reclassification from nonaccretable discount to accretable discount
due to change in expected losses (net of accretion to date)	(9,897)	--
Original estimated fair value of assets, net of activity since
acquisition date	(259,232)	(1,620)
Expected loss remaining	90,256	381
Assumed loss sharing recovery percentage	81%	80%
Estimated loss sharing value	73,151	304
FDIC loss share clawback	1,000	--
Indemnification asset to be amortized resulting from
change in expected losses	7,871	--
Accretable discount on FDIC indemnification asset	(6,893)	(93)
FDIC indemnification asset	$75,129	$211

Changes in the accretable yield for acquired loan pools were as follows for the three months ended September 30, 2013 and 2012:

			Sun Security
	TeamBank	Vantus Bank	Bank	InterBank
(In Thousands)
Balance, July 1, 2012	$11,403	$17,882	$9,775	$--
Additions	--	--	--	43,227
Accretion	(4,709)	(6,980)	(3,668)	(4,303)
Reclassification from nonaccretable yield(1)	5,863	4,510	2,902	--
Balance, September 30, 2012	$12,557	$15,412	$9,009	$38,924
Balance July 1, 2013	$8,610	$8,647	$10,055	$34,967
Accretion	(1,450)	(1,832)	(4,795)	(7,034)
Reclassification from nonaccretable yield(1)	1,109	(379)	5,293	7,774
Balance, September 30, 2013	$8,269	$6,436	$10,553	$35,707

(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 and InterBank for the three months ended September 30, 2013, totaling $340,000, $0, $4.3 million and $7.3 million, respectively, and for the three months ended September 30, 2012, totaling $3.1 million, $4.0 million, $1.8 million and $0, respectively. 

Changes in the accretable yield for acquired loan pools were as follows for the nine months ended September 30, 2013 and 2012:

			Sun Security
	TeamBank	Vantus Bank	Bank	InterBank
(In Thousands)
Balance, January 1, 2012	$14,662	$21,967	$12,769	$--
Additions	--	--	--	46,078
Accretion	(13,799)	(17,320)	(10,750)	(7,154)
Reclassification from nonaccretable yield(1)	11,694	10,765	6,990	--
Balance, September 30, 2012	$12,557	$15,412	$9,009	$38,924
Balance January 1, 2013	$12,128	$13,538	$11,259	$42,574
Accretion	(7,050)	(7,492)	(13,021)	(20,423)
Reclassification from nonaccretable yield(1)	3,191	390	12,315	13,556
Balance, September 30, 2013	$8,269	$6,436	$10,553	$35,707

(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 and InterBank for the nine months ended September 30, 2013, totaling $2.5 million, $516,000, $9.0 million and $14.9 million, respectively, and for the nine months ended September 30, 2012, totaling $6.0 million, $7.6 million, $5.2 million and $0, respectively.