Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except number of shares)
MARCH 31,
DECEMBER 31,
2022
2021
(Unaudited)
ASSETS
Cash
$
90,481
$
90,008
Interest-bearing deposits in other financial institutions
262,557
627,259
Cash and cash equivalents
353,038
717,267
Available-for-sale securities
461,375
501,032
Held-to-maturity securities
227,441
—
Mortgage loans held for sale
1,672
8,735
Loans receivable, net of allowance for credit losses of $ 60,797 – March 2022; $ 60,754 – December 2021
4,111,487
4,007,500
Interest receivable
12,458
10,705
Prepaid expenses and other assets
44,994
45,176
Other real estate owned and repossessions, net
1,720
2,087
Premises and equipment, net
131,742
132,733
Goodwill and other intangible assets
5,923
6,081
Federal Home Loan Bank stock and other interest-earning assets
6,564
6,655
Current and deferred income taxes
15,862
11,973
Total Assets
$
5,374,276
$
5,449,944
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
$
4,489,337
$
4,552,101
Securities sold under reverse repurchase agreements with customers
148,019
137,116
Short-term borrowings and other interest-bearing liabilities
2,942
1,839
Subordinated debentures issued to capital trust
25,774
25,774
Subordinated notes
74,058
73,984
Accrued interest payable
1,656
646
Advances from borrowers for taxes and insurance
7,325
6,147
Accrued expenses and other liabilities
33,178
25,956
Liability for unfunded commitments
9,436
9,629
Total Liabilities
4,791,725
4,833,192
Stockholders’ Equity:
Capital stock
Serial preferred stock - $ .01 par value; authorized 1,000,000 shares; issued and outstanding March 2022 and December 2021 - - 0 - shares
—
—
Common stock, $ .01 par value; authorized 20,000,000 shares; issued and outstanding March 2022 – 12,760,972 shares; December 2021 – 13,128,493 shares
128
131
Additional paid-in capital
40,004
38,314
Retained earnings
533,736
545,548
Accumulated other comprehensive income
8,683
32,759
Total Stockholders’ Equity
582,551
616,752
Total Liabilities and Stockholders’ Equity
$
5,374,276
$
5,449,944
See Notes to Consolidated Financial Statements
1
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
THREE MONTHS ENDED
MARCH 31,
2022
2021
(Unaudited)
INTEREST INCOME
Loans
$
43,065
$
47,709
Investment securities and other
3,608
2,924
TOTAL INTEREST INCOME
46,673
50,633
INTEREST EXPENSE
Deposits
2,173
4,222
Securities sold under reverse repurchase agreements
10
9
Short-term borrowings, overnight FHLBank borrowings and other interest-bearing liabilities
1
—
Subordinated debentures issued to capital trust
118
113
Subordinated notes
1,105
2,200
TOTAL INTEREST EXPENSE
3,407
6,544
NET INTEREST INCOME
43,266
44,089
PROVISION FOR CREDIT LOSSES ON LOANS
—
300
CREDIT FOR UNFUNDED COMMITMENTS
( 193 )
( 674 )
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES AND CREDIT FOR UNFUNDED COMMITMENTS
43,459
44,463
NON-INTEREST INCOME
Commissions
297
282
Overdraft and insufficient funds fees
1,865
1,444
Point-Of-Sale and ATM fee income and service charges
3,964
3,358
Net gains on loan sales
1,134
2,688
Net realized gain on sale of available-for-sale securities
7
—
Late charges and fees on loans
313
301
Gain on derivative interest rate products
152
474
Other income
1,444
1,189
TOTAL NON-INTEREST INCOME
9,176
9,736
NON-INTEREST EXPENSE
Salaries and employee benefits
18,080
17,120
Net occupancy and equipment expense
6,878
7,062
Postage
787
878
Insurance
794
760
Advertising
555
585
Office supplies and printing
218
277
Telephone
850
881
Legal, audit and other professional fees
805
647
Expense on other real estate and repossessions
163
268
Acquired deposit intangible asset amortization
158
289
Other operating expenses
1,980
1,554
TOTAL NON-INTEREST EXPENSE
31,268
30,321
INCOME BEFORE INCOME TAXES
21,367
23,878
PROVISION FOR INCOME TAXES
4,380
5,010
NET INCOME AND NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
$
16,987
$
18,868
Basic Earnings Per Common Share
$
1.31
$
1.38
Diluted Earnings Per Common Share
$
1.30
$
1.36
Dividends Declared Per Common Share
$
0.36
$
0.34
See Notes to Consolidated Financial Statements
2
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share data)
THREE MONTHS ENDED
MARCH 31,
2022
2021
(Unaudited)
Net Income
$
16,987
$
18,868
Unrealized depreciation on available-for-sale securities, net of taxes (credit) of $( 5,966 ) and $( 4,109 ), for 2022 and 2021, respectively
( 20,200 )
( 13,915 )
Unrealized gain on securities transferred to held-to-maturity, net of taxes of $ 224 and $- 0 - for 2022 and 2021, respectively
759
—
Less: reclassification adjustment for gains included in net income, net of taxes of $ 2 and $- 0 - for 2022 and 2021, respectively
( 5 )
—
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $( 456 ) and $( 457 ), for 2022 and 2021, respectively
( 1,547 )
( 1,546 )
Change in value of active cash flow hedge, net of taxes (credit) of $( 911 ) and $- 0 - for 2022 and 2021, respectively
( 3,083 )
—
Comprehensive Income (Loss)
$
( 7,089 )
$
3,407
See Notes to Consolidated Financial Statements
3
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
THREE MONTHS ENDED MARCH 31, 2021
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2021
$
138
$
35,004
$
541,448
$
53,151
$
—
$
629,741
Net income
—
—
18,868
—
—
18,868
Impact of ASU 2016-13 adoption
—
—
( 14,175 )
—
—
( 14,175 )
Stock issued under Stock Option Plan
—
657
—
—
263
920
Common dividends declared, $ 0.34 per share
—
—
( 4,656 )
—
—
( 4,656 )
Change in fair value of cash flow hedges
—
—
—
( 1,546 )
—
( 1,546 )
Change in unrealized loss on available-for-sale securities
—
—
—
( 13,915 )
—
( 13,915 )
Purchase of the Company’s common stock
—
—
—
—
( 3,780 )
( 3,780 )
Reclassification of treasury stock per Maryland law
( 1 )
—
( 3,516 )
—
3,517
—
Balance, March 31, 2021
$
137
$
35,661
$
537,969
$
37,690
$
—
$
611,457
THREE MONTHS ENDED MARCH 31, 2022
Accumulated
Other
Common
Additional
Retained
Comprehensive
Treasury
Stock
Paid-in Capital
Earnings
Income (Loss)
Stock
Total
(Unaudited)
Balance, January 1, 2022
$
131
$
38,314
$
545,548
$
32,759
$
—
$
616,752
Net income
—
—
16,987
—
—
16,987
Stock issued under Stock Option Plan
—
1,690
—
—
1,116
2,806
Common dividends declared, $ 0.36 per share
—
—
( 4,599 )
—
—
( 4,599 )
Change in fair value of cash flow hedges
—
—
—
( 4,630 )
—
( 4,630 )
Change in unrealized gain on held-to-maturity securities
—
—
—
759
—
759
Change in unrealized loss on available-for-sale securities
—
—
—
( 20,205 )
—
( 20,205 )
Purchase of the Company’s common stock
—
—
—
—
( 25,319 )
( 25,319 )
Reclassification of treasury stock per Maryland law
( 3 )
—
( 24,200 )
—
24,203
—
Balance, March 31, 2022
$
128
$
40,004
$
533,736
$
8,683
$
—
$
582,551
See Notes to Consolidated Financial Statements
4
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
THREE MONTHS ENDED
MARCH 31,
2022
2021
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
16,987
$
18,868
Proceeds from sales of loans held for sale
33,902
85,380
Originations of loans held for sale
( 23,872 )
( 94,811 )
Items not requiring (providing) cash:
Depreciation
2,227
2,411
Amortization
262
510
Compensation expense for stock option grants
350
298
Provision for credit losses on loans
—
300
Provision (credit) for unfunded commitments
( 193 )
( 674 )
Net gain on loan sales
( 1,134 )
( 2,688 )
Net loss on sale of premises and equipment
3
6
Net loss on sale/write-down of other real estate owned and repossessions
9
36
Net gain on sale of available-for-sale investments
( 7 )
—
Accretion of deferred income, premiums, discounts and other
( 1,357 )
( 2,354 )
Gain on derivative interest rate products
( 152 )
( 474 )
Deferred income taxes
203
970
Changes in:
Interest receivable
( 1,753 )
( 234 )
Prepaid expenses and other assets
533
13,662
Accrued expenses and other liabilities
2,362
312
Income taxes refundable/payable
3,019
3,014
Net cash provided by operating activities
31,389
24,532
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans
( 66,914 )
14,623
Purchase of loans
( 37,244 )
( 12,078 )
Purchase of premises and equipment
( 1,473 )
( 1,164 )
Proceeds from sale of premises and equipment
11
10
Proceeds from sale of other real estate owned and repossessions
437
439
Proceeds from sale of available-for-sale securities
4,936
—
Proceeds from maturities and calls of available-for-sale securities
750
5,250
Principal reductions on mortgage-backed securities
26,146
14,786
Purchase of available-for-sale securities
( 245,183 )
( 80,904 )
Redemption of Federal Home Loan Bank stock and change in other interest-earning assets
91
3,151
Net cash used in investing activities
( 318,443 )
( 55,887 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in certificates of deposit
( 62,978 )
( 139,165 )
Net increase in checking and savings deposits
214
249,198
Net increase (decrease) in short-term borrowings
12,006
( 22,390 )
Advances from borrowers for taxes and insurance
1,178
373
Dividends paid
( 4,732 )
( 4,676 )
Purchase of the Company’s common stock
( 25,319 )
( 3,780 )
Stock options exercised
2,456
622
Net cash provided by (used in) financing activities
( 77,175 )
80,182
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 364,229 )
48,827
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
717,267
563,729
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
353,038
$
612,556
See Notes to Consolidated Financial Statements
5
GREAT SOUTHERN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Great Southern Bancorp, Inc. (the “Company” or “Great Southern”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements presented herein reflect all adjustments which are, in the opinion of management, necessary to fairly present the financial condition, results of operations, changes in stockholders’ equity and cash flows of the Company as of the dates and for the periods presented. Those adjustments consist only of normal recurring adjustments. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year. The consolidated statement of financial condition of the Company as of December 31, 2021, has been derived from the audited consolidated statement of financial condition of the Company as of that date. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”).
NOTE 2: NATURE OF OPERATIONS AND OPERATING SEGMENTS
The Company operates as a one-bank holding company. The Company’s business primarily consists of the operations of Great Southern Bank (the “Bank”), which provides a full range of financial services to customers primarily located in Missouri, Iowa, Kansas, Minnesota, Nebraska and Arkansas. The Bank also originates commercial loans from lending offices in Atlanta, Chicago, Dallas, Denver, Omaha, Nebraska, Phoenix, and Tulsa, Oklahoma. The Company and the Bank are subject to regulation by certain federal and state agencies and undergo periodic examinations by those regulatory agencies.
The Company’s banking operation is its only reportable segment. The banking operation is principally engaged in the business of originating residential and commercial real estate loans, construction loans, commercial business loans and consumer loans and funding these loans by attracting deposits from the general public, accepting brokered deposits and borrowing from the Federal Home Loan Bank and others. The operating results of this segment are regularly reviewed by management to make decisions about resource allocations and to assess performance. Selected information is not presented separately for the Company’s reportable segment, as there is no material difference between that information and the corresponding information in the consolidated financial statements.
NOTE 3: RECENT ACCOUNTING PRONOUNCEMENTS
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . ASU 2020-04 provides relief for companies preparing for discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”). LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities. After 2021, certain LIBOR rates may no longer be published. As a result, LIBOR is expected to be discontinued as a reference rate. Other interest rates used globally could also be discontinued for similar reasons. ASU 2020-04 provides optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permits changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provides relief for assessing hedge effectiveness for cash flow hedges. Companies are able to apply ASU 2020-04 immediately; however, the guidance will only be available for a limited time (generally through December 31, 2022). The application of ASU 2020-04 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope . ASU 2021-01 clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU 2021-01 has not had, and is not expected to have, a material impact on the Company’s consolidated financial statements.
6
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method . ASU 2022-01 further clarifies certain targeted improvements to the optional hedge accounting model that were made under ASU 2017-12. ASU 2022-01 expands the last-of-layer method and renames this method to portfolio layer method to reflect this expansion, as well as expanding the scope of the portfolio layer method to include nonprepayable financial assets. It also specifies eligible hedging instruments and provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method. ASU 2022-01 permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets, thereby allowing consistent accounting for similar hedges. ASU 2022-01 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The application of ASU 2022-01 is not expected to have a material impact on the Company’s consolidated financial statements.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement guidance and, instead, requires that an entity evaluate whether the loan modification represents a new loan or a continuation of an existing loan. It also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The Company has previously adopted ASU 2016-13; therefore, ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted for any entity that has adopted the amendments in ASU 2016-13. The application of ASU 2022-02 is not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 4: EARNINGS PER SHARE
Three Months Ended March 31,
2022
2021
(In Thousands, Except Per Share Data)
Basic:
Average common shares outstanding
12,971
13,716
Net income and net income available to common stockholders
$
16,987
$
18,868
Per common share amount
$
1.31
$
1.38
Diluted:
Average common shares outstanding
12,971
13,716
Net effect of dilutive stock options – based on the treasury stock method using average market price
117
112
Diluted common shares
13,088
13,828
Net income and net income available to common stockholders
$
16,987
$
18,868
Per common share amount
$
1.30
$
1.36
Options outstanding at March 31, 2022 and 2021, to purchase 376,237 and 352,488 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the three month periods because the exercise prices of such options were greater than the average market prices of the common stock for the three months ended March 31, 2022 and 2021, respectively.
NOTE 5: INVESTMENT SECURITIES
Held-to-maturity securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income over the security’s estimated life. Prepayments are anticipated for certain mortgage-backed securities. Premiums on callable securities are amortized to their earliest call date.
Available-for-sale securities (“AFS”), which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in noninterest income. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity. Premiums and discounts are amortized and accreted, respectively, to interest income over the estimated life of the security. Prepayments are anticipated for certain mortgage-backed and Small Business Administration (SBA) securities. Premiums on callable securities are amortized to their earliest call date.
7
During the three months ended March 31, 2022, the Company transferred, at fair value, $ 226.5 million of securities from the available-for-sale portfolio to the held-to-maturity portfolio. The related net unrealized gross gains were $ 1.0 million; $ 775,000 (net of income taxes) remained in accumulated other comprehensive income and will be amortized over the remaining life of the securities. No gains or losses on these securities were recognized at the time of transfer.
The amortized cost and fair values of securities were as follows:
March 31, 2022
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
305,885
$
928
$
9,337
$
297,476
Agency collateralized mortgage obligations
78,199
73
5,263
73,009
States and political subdivisions
41,202
221
426
40,997
Small Business Administration securities
50,428
441
976
49,893
$
475,714
$
1,663
$
16,002
$
461,375
March 31, 2022
Amortized
Gross
Gross
Amortized
Fair Value
Carrying
Unrealized
Unrealized
Fair
Cost
Adjustment
Value
Gains
Losses
Value
(In Thousands)
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
88,542
$
4,424
$
92,966
$
—
$
2,966
$
90,000
Agency collateralized mortgage obligations
131,638
( 3,420 )
128,218
—
4,023
124,195
States and political subdivisions
6,278
( 21 )
6,257
—
264
5,993
$
226,458
$
983
$
227,441
$
—
$
7,253
$
220,188
December 31, 2021
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
219,624
$
10,561
$
744
$
229,441
Agency collateralized mortgage obligations
204,332
2,443
2,498
204,277
States and political subdivisions
38,440
1,618
43
40,015
Small Business Administration securities
26,802
497
—
27,299
$
489,198
$
15,119
$
3,285
$
501,032
No securities were classified as held-to-maturity at December 31, 2021.
8
The amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2022, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available-for-Sale
Held-to-Maturity
Amortized
Fair
Amortized
Fair
Cost
Value
Carrying Value
Value
(In Thousands)
One year or less
$
—
$
—
$
—
$
—
After one through two years
—
—
—
—
After two through three years
—
—
—
—
After three through four years
—
—
—
—
After four through five years
2,292
2,318
—
—
After five through fifteen years
13,081
13,208
2,575
2,440
After fifteen years
25,831
25,474
3,681
3,553
Securities not due on a single maturity date
434,510
420,375
221,185
214,195
$
475,714
$
461,375
$
227,441
$
220,188
Certain available-for-sale investments in debt securities are reported in the financial statements at an amount less than their amortized cost. Total fair value of these investments at March 31, 2022 and December 31, 2021, was approximately $ 351.5 million and $ 173.9 million, respectively, which is approximately 76.2 % and 34.7 % of the Company’s total available-for-sale investment portfolio. A high percentage of the unrealized losses were related to the Company’s mortgage-backed securities, collateralized mortgage obligations and Small Business Administration securities, which are issued and guaranteed by U.S. government-sponsored entities and agencies. The Company’s state and political subdivisions securities are investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities.
Based on an evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes any declines in fair value for these debt securities are temporary.
The following table shows the Company’s available-for-sale and held-to-maturity securities gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021:
March 31, 2022
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
244,661
$
( 9,337 )
$
—
$
—
$
244,661
$
( 9,337 )
Agency collateralized mortgage obligations
25,813
( 1,177 )
34,761
( 4,086 )
60,574
( 5,263 )
States and political subdivisions securities
17,527
( 179 )
3,976
( 247 )
21,503
( 426 )
Small Business Administration securities
24,804
( 976 )
—
—
24,804
( 976 )
$
312,805
$
( 11,669 )
$
38,737
$
( 4,333 )
$
351,542
$
( 16,002 )
March 31, 2022
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
HELD-TO-MATURITY SECURITIES:
Agency mortgage-backed securities
$
80,283
$
( 2,662 )
$
9,717
$
( 304 )
$
90,000
$
( 2,966 )
Agency collateralized mortgage obligations
70,764
( 1,772 )
53,431
( 2,251 )
124,195
( 4,023 )
States and political subdivisions securities
932
( 58 )
5,061
( 206 )
5,993
( 264 )
$
151,979
$
( 4,492 )
$
68,209
$
( 2,761 )
$
220,188
$
( 7,253 )
9
December 31, 2021
Less than 12 Months
12 Months or More
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Description of Securities
Value
Losses
Value
Losses
Value
Losses
(In Thousands)
AVAILABLE-FOR-SALE SECURITIES:
Agency mortgage-backed securities
$
47,769
$
( 388 )
$
10,583
$
( 356 )
$
58,352
$
( 744 )
Agency collateralized mortgage obligations
92,727
( 1,588 )
16,298
( 910 )
109,025
( 2,498 )
States and political subdivisions securities
6,537
( 43 )
—
—
6,537
( 43 )
$
147,033
$
( 2,019 )
$
26,881
$
( 1,266 )
$
173,914
$
( 3,285 )
Available-for-sale securities totaling $ 4.9 million were sold during the three months ended March 31, 2022. A gain of $ 7,000 resulting from the sale of this available-for-sale security was recognized during the three months ended March 31, 2022. There were no sales of available-for-sale securities during the three months ended March 31, 2021. Gains and losses on sales of securities are determined on the specific-identification method.
Allowance for Credit Losses. On January 1, 2021, the Company began evaluating all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments . All of the mortgage-backed, collateralized mortgage, and SBA securities held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. Likewise, the Company has not experienced historical losses on these types of securities. Accordingly, no allowance for credit losses has been recorded for these securities.
Regarding securities issued by state and political subdivisions, management considers the following when evaluating these securities: (i) current issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) updated financial information of the issuer, (v) internal forecasts and (vi) whether such securities provide insurance or other credit enhancement or are pre-refunded by the issuers. These securities are highly rated by major rating agencies and have a long history of no credit losses. Likewise, the Company has not experienced historical losses on these types of securities. Accordingly, no allowance for credit losses has been recorded for these securities.
NOTE 6: LOANS AND ALLOWANCE FOR CREDIT LOSSES
The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , effective January 1, 2021. The guidance replaces the incurred loss methodology with an expected loss methodology that is referred to as the CECL methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance, including loan commitments, standby letters of credits, financial guarantees, and other similar instruments. The Company adopted ASC 326 using the modified retrospective method for loans and off-balance sheet credit exposures. The Company recorded a one-time cumulative-effect adjustment to the allowance for credit losses of $ 11.6 million. This adjustment brought the balance of the allowance for credit losses to $ 67.3 million as of January 1, 2021. In addition, the Company recorded an $ 8.7 million liability for unfunded commitments as of January 1, 2021. The after-tax effect decreased retained earnings by $ 14.2 million. The adjustment was based upon the Company’s analysis of then-current conditions, assumptions and economic forecasts at January 1, 2021.
The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (PCD) that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the standard, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. On January 1, 2021, the amortized cost basis of the PCD assets were adjusted to reflect the addition of $ 1.9 million to allowance for credit losses.
10
The allowance for credit losses is measured using an average historical loss model which incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral and repayment types and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily classified and/or TDR loans with a balance greater than or equal to $ 100,000 , are evaluated on an individual basis.
For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given economic forecasts of key macroeconomic variables including, but not limited to, unemployment rate, GDP, disposable income and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions, renewals and modifications unless there is a reasonable expectation that a troubled debt restructuring (“TDR”) will be executed. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecasts such as changes in portfolio composition, underwriting practices, or significant unique events or conditions.
ASU 2016-13 requires an allowance for off balance sheet credit exposures; unfunded lines of credit, undisbursed portions of loans, written residential and commercial commitments, and letters of credit. To determine the amount needed for allowance purposes, a utilization rate is determined either by the model or internally for each pool. Our loss model calculates the reserve on unfunded commitments based upon the utilization rate multiplied by the average loss rate factors in each pool with unfunded and committed balances. The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans; however, the liability for unfunded lending commitments incorporates assumptions for the portion of unfunded commitments that are expected to be funded.
Classes of loans at March 31, 2022 and December 31, 2021 were as follows:
March 31,
December 31,
2022
2021
(In Thousands)
One- to four-family residential construction
$
26,840
$
28,302
Subdivision construction
27,187
26,694
Land development
46,789
47,827
Commercial construction
438,424
617,505
Owner occupied one- to four-family residential
608,560
561,958
Non-owner occupied one- to four-family residential
123,816
119,635
Commercial real estate
1,558,471
1,476,230
Other residential
849,720
697,903
Commercial business
290,381
280,513
Industrial revenue bonds
13,569
14,203
Consumer auto
45,069
48,915
Consumer other
37,964
37,902
Home equity lines of credit
114,484
119,965
4,181,274
4,077,552
Allowance for credit losses
( 60,797 )
( 60,754 )
Deferred loan fees and gains, net
( 8,990 )
( 9,298 )
$
4,111,487
$
4,007,500
Weighted average interest rate
4.13
%
4.26
%
11
The following tables present the classes of loans by aging.
March 31, 2022
Total Loans
Over 90
Total
> 90 Days Past
30-59 Days
60-89 Days
Days
Total Past
Loans
Due and
Past Due
Past Due
Past Due
Due
Current
Receivable
Still Accruing
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
$
26,840
$
26,840
$
—
Subdivision construction
—
—
—
—
27,187
27,187
—
Land development
—
—
468
468
46,321
46,789
—
Commercial construction
—
—
—
—
438,424
438,424
—
Owner occupied one- to four-family residential
1,268
583
2,004
3,855
604,705
608,560
—
Non-owner occupied one- to four-family residential
—
—
—
—
123,816
123,816
—
Commercial real estate
38
—
1,773
1,811
1,556,660
1,558,471
—
Other residential
—
—
—
—
849,720
849,720
—
Commercial business
197
—
—
197
290,184
290,381
—
Industrial revenue bonds
—
—
—
—
13,569
13,569
—
Consumer auto
125
11
49
185
44,884
45,069
—
Consumer other
265
81
57
403
37,561
37,964
—
Home equity lines of credit
—
—
618
618
113,866
114,484
—
Total
$
1,893
$
675
$
4,969
$
7,537
$
4,173,737
$
4,181,274
$
—
December 31, 2021
Total Loans
Over 90
Total
> 90 Days Past
30-59 Days
60-89 Days
Days
Total Past
Loans
Due and
Past Due
Past Due
Past Due
Due
Current
Receivable
Still Accruing
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
$
28,302
$
28,302
$
—
Subdivision construction
—
—
—
—
26,694
26,694
—
Land development
29
15
468
512
47,315
47,827
—
Commercial construction
—
—
—
—
617,505
617,505
—
Owner occupied one- to four-family residential
843
2
2,216
3,061
558,897
561,958
—
Non-owner occupied one- to four-family residential
—
—
—
—
119,635
119,635
—
Commercial real estate
—
—
2,006
2,006
1,474,224
1,476,230
—
Other residential
—
—
—
—
697,903
697,903
—
Commercial business
1,404
—
—
1,404
279,109
280,513
—
Industrial revenue bonds
—
—
—
—
14,203
14,203
—
Consumer auto
229
31
34
294
48,621
48,915
—
Consumer other
126
28
63
217
37,685
37,902
—
Home equity lines of credit
—
—
636
636
119,329
119,965
—
Total
$
2,631
$
76
$
5,423
$
8,130
$
4,069,422
$
4,077,552
$
—
Loans are placed on nonaccrual status at 90 days past due and interest is considered a loss unless the loan is well secured and in the process of collection. Payments received on nonaccrual loans are applied to principal until the loans are returned to accrual status. Loans are returned to accrual status when all payments contractually due are brought current, payment performance is sustained for a period of time, generally six months, and future payments are reasonably assured. With the exception of consumer loans, charge-offs on loans are recorded when available information indicates a loan is not fully collectible and the loss is reasonably quantifiable. Consumer loans are charged-off at specified delinquency dates consistent with regulatory guidelines.
12
Non-accruing loans are summarized as follows:
March 31,
December 31,
2022
2021
(In Thousands)
One- to four-family residential construction
$
—
$
—
Subdivision construction
—
—
Land development
468
468
Commercial construction
—
—
Owner occupied one- to four-family residential
2,004
2,216
Non-owner occupied one- to four-family residential
—
—
Commercial real estate
1,773
2,006
Other residential
—
—
Commercial business
—
—
Industrial revenue bonds
—
—
Consumer auto
49
34
Consumer other
57
63
Home equity lines of credit
618
636
Total non-accruing loans
$
4,969
$
5,423
No interest income was recorded on these loans for the three months ended March 31, 2022 and 2021, respectively.
Nonaccrual loans for which there is no related allowance for credit losses as of March 31, 2022 had an amortized cost of $ 3.3 million. These loans are individually assessed and do not require an allowance due to being adequately collateralized under the collateral-dependent valuation method. A collateral-dependent loan is a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Company’s assessment as of the reporting date. Collateral-dependent loans are identified by either a classified risk rating or TDR status and a loan balance equal to or greater than $ 100,000 , including, but not limited to, any loan in process of foreclosure or repossession.
The following tables present the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2022 and 2021. During the three months ended March 31, 2022, the Company did not record a provision expense on its portfolio of outstanding loans, compared to a $ 300,000 provision expense recorded for the quarter ended March 31, 2021.
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for credit losses
Balance, December 31, 2020
$
4,536
$
9,375
$
33,707
$
3,521
$
2,390
$
2,214
$
55,743
CECL adoption
4,533
5,832
( 2,531 )
( 1,165 )
1,499
3,427
11,595
Balance, January 1, 2021
9,069
15,207
31,176
2,356
3,889
5,641
67,338
Provision (credit) charged to expense
—
—
300
—
—
—
300
Losses charged off
( 6 )
—
—
—
—
( 649 )
( 655 )
Recoveries
38
92
24
10
47
508
719
Balance, March 31, 2021
$
9,101
$
15,299
$
31,500
$
2,366
$
3,936
$
5,500
$
67,702
Allowance for credit losses
Balance, January 1, 2022
$
9,364
$
10,502
$
28,604
$
2,797
$
4,142
$
5,345
$
60,754
Provision (credit) charged to expense
—
—
—
—
—
—
—
Losses charged off
( 36 )
—
—
—
—
( 401 )
( 437 )
Recoveries
54
—
—
—
20
406
480
Balance, March 31, 2022
$
9,382
$
10,502
$
28,604
$
2,797
$
4,162
$
5,350
$
60,797
The following table presents the activity in the allowance for unfunded commitments by portfolio segment for the three months ended March 31, 2022 and 2021. The provision for losses on unfunded commitments for the three months ended March 31, 2022 was a credit (negative expense) to provision expense of $ 193,000 , compared to a credit (negative expense) of $ 673,000 for the three months ended March 31, 2021. The level and mix of unfunded commitments resulted in a decrease in the required reserve for such potential losses in each of the three month periods presented.
13
One- to Four-
Family
Residential and
Other
Commercial
Commercial
Commercial
Construction
Residential
Real Estate
Construction
Business
Consumer
Total
(In Thousands)
Allowance for unfunded commitments
Balance, December 31, 2020
$
—
$
—
$
—
$
—
$
—
$
—
$
—
CECL adoption
917
5,227
354
910
935
347
8,690
Balance, January 1, 2021
917
5,227
354
910
935
347
8,690
Provision (credit) charged to expense
40
( 412 )
103
( 400 )
21
( 25 )
( 673 )
Balance, March 31, 2021
$
957
$
4,815
$
457
$
510
$
956
$
322
$
8,017
Allowance for unfunded commitments
Balance, January 1, 2022
$
687
$
5,703
$
367
$
908
$
1,582
$
382
$
9,629
Provision (credit) charged to expense
512
( 1,003 )
56
161
36
45
( 193 )
Balance, March 31, 2022
$
1,199
$
4,700
$
423
$
1,069
$
1,618
$
427
$
9,436
The portfolio segments used in the preceding tables correspond to the loan classes used in all other tables in Note 6 as follows:
● The one- to four-family residential and construction segment includes the one- to four-family residential construction, subdivision construction, owner occupied one- to four-family residential and non-owner occupied one- to four-family residential classes.
● The other residential segment corresponds to the other residential class.
● The commercial real estate segment includes the commercial real estate and industrial revenue bonds classes.
● The commercial construction segment includes the land development and commercial construction classes.
● The commercial business segment corresponds to the commercial business class.
● The consumer segment includes the consumer auto, consumer other and home equity lines of credit classes.
The following table presents the amortized cost basis of collateral-dependent loans by class of loans:
March 31, 2022
December 31, 2021
Principal
Specific
Principal
Specific
Balance
Allowance
Balance
Allowance
(In Thousands)
One- to four-family residential construction
$
—
$
—
$
—
$
—
Subdivision construction
—
—
—
—
Land development
468
—
468
—
Commercial construction
—
—
—
—
Owner occupied one- to four- family residential
1,900
17
1,980
18
Non-owner occupied one- to four-family residential
—
—
—
—
Commercial real estate
1,979
121
2,217
397
Other residential
—
—
—
—
Commercial business
—
—
—
—
Industrial revenue bonds
—
—
—
—
Consumer auto
—
—
—
—
Consumer other
160
80
160
80
Home equity lines of credit
371
—
377
—
Total
$
4,878
$
218
$
5,202
$
495
14
TDRs by class are presented below as of March 31, 2022 and December 31, 2021.
March 31, 2022
Accruing TDR Loans
Non-accruing TDR Loans
Total TDR Loans
Number
Balance
Number
Balance
Number
Balance
(In Thousands)
Construction and land development
1
$
12
—
$
—
1
$
12
One- to four-family residential
7
616
11
993
18
1,609
Other residential
—
—
—
—
—
—
Commercial real estate
—
—
2
1,774
2
1,774
Commercial business
—
—
—
—
—
—
Consumer
16
270
13
65
29
335
24
$
898
26
$
2,832
50
$
3,730
December 31, 2021
Accruing TDR Loans
Non-accruing TDR Loans
Total TDR Loans
Number
Balance
Number
Balance
Number
Balance
(In Thousands)
Construction and land development
1
$
15
—
$
—
1
$
15
One- to four-family residential
10
579
12
1,059
22
1,638
Other residential
—
—
—
—
—
—
Commercial real estate
1
85
1
1,726
2
1,811
Commercial business
—
—
—
—
—
—
Consumer
26
323
13
64
39
387
38
$
1,002
26
$
2,849
64
$
3,851
The following tables present newly restructured loans, which were considered TDRs, during the three months ended March 31, 2022 and 2021, respectively, by type of modification:
Three Months Ended March 31, 2022
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
—
$
—
$
247
$
247
Consumer
—
4
3
7
$
—
$
4
$
250
$
254
Three Months Ended March 31, 2021
Total
Interest Only
Term
Combination
Modification
(In Thousands)
Commercial real estate
$
1,768
$
—
$
—
$
1,768
Consumer
—
21
—
21
$
1,768
$
21
$
—
$
1,789
At March 31, 2022, of the $ 3.7 million in TDRs, $ 2.8 million were classified as substandard using the Company’s internal grading system, which is described below. The Company had one TDR that was modified in the previous 12 months and subsequently defaulted during the three months ended March 31, 2022.
At December 31, 2021, of the $ 3.9 million in TDRs, $ 2.9 million were classified as substandard using the Company’s internal grading system. The Company had no TDRs that were modified in the previous 12 months and subsequently defaulted during the year ended December 31, 2021.
During the three months ended March 31, 2022, $ 221,000 of loans met the criteria for placement back on accrual status. The criteria are generally a minimum of six months of consistent and timely payment performance under original or modified terms. During the three months ended March 31, 2021, four loans designated as TDRs, totaling $ 27,000 , met the criteria for placement back on accrual status.
The Company utilizes an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the expectation of debt repayment. The analysis of the borrower’s ability to repay considers specific information,
15
including but not limited to current financial information, historical payment experience, industry information, collateral levels and collateral types. A risk rating is assigned at loan origination and then monitored throughout the contractual term for possible risk rating changes.
Satisfactory loans range from Excellent to Moderate Risk, but generally are loans supported by strong recent financial statements. Character and capacity of borrower are strong, including reasonable project performance, good industry experience, liquidity and/or net worth. Probability of financial deterioration seems unlikely. Repayment is expected from approved sources over a reasonable period of time.
Watch loans are identified when the borrower has capacity to perform according to terms; however, elements of uncertainty exist. Margins of debt service coverage may be narrow, historical patterns of financial performance may be erratic, collateral margins may be diminished and the borrower may be a new and/or thinly capitalized company. Some management weakness may also exist, the borrower may have somewhat limited access to other financial institutions, and that ability may diminish in difficult economic times.
Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of repayment prospects or the Bank’s credit position at some future date. It is a transitional grade that is closely monitored for improvement or deterioration.
The Substandard rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment.
Doubtful loans have all the weaknesses inherent to those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Loans considered loss are uncollectable and no longer included as an asset.
All loans are analyzed for risk rating updates regularly. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues. Loans rated Watch, Special Mention, Substandard or Doubtful are subject to quarterly review and monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by the credit review department, which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.
16
The following tables present a summary of loans by risk category and past due status separated by origination and loan class as of March 31, 2022. The remaining accretable discount of $ 204,000 has not been included in this table. See Note 7 for further discussion of the FDIC-assisted acquired loans and related discount.
Term Loans by Origination Year
Revolving
2022 YTD
2021
2020
2019
2018
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
3,214
$
18,939
$
3,816
$
867
$
—
$
4
$
—
$
26,840
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
3,214
18,939
3,816
867
—
4
—
26,840
Subdivision construction
Satisfactory (1-4)
727
24,125
943
209
144
1,027
—
27,175
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
12
—
12
Total
727
24,125
943
209
144
1,039
—
27,187
Construction and land development
Satisfactory (1-4)
4,393
10,180
12,754
11,102
789
6,607
498
46,323
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
468
468
Total
4,393
10,180
12,754
11,102
789
6,607
966
46,791
Other construction
Satisfactory (1-4)
10,124
146,013
219,022
63,265
—
—
—
438,424
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
10,124
146,013
219,022
63,265
—
—
—
438,424
One- to four-family residential
Satisfactory (1-4)
83,091
239,052
152,349
86,237
46,444
122,234
1,385
730,792
Watch (5)
—
—
—
—
91
263
66
420
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
128
—
1,151
47
1,326
Total
83,091
239,052
152,349
86,365
46,535
123,648
1,498
732,538
Other residential
Satisfactory (1-4)
16,003
124,361
202,360
169,732
170,735
150,466
12,690
846,347
Watch (5)
—
—
—
—
—
3,396
—
3,396
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
16,003
124,361
202,360
169,732
170,735
153,862
12,690
849,743
Commercial real estate
Satisfactory (1-4)
119,339
168,776
100,003
211,453
224,534
692,189
13,712
1,530,006
Watch (5)
—
—
410
582
—
25,699
—
26,691
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
1,774
—
1,774
Total
119,339
168,776
100,413
212,035
224,534
719,662
13,712
1,558,471
Commercial business
Satisfactory (1-4)
10,056
69,215
34,822
16,964
15,613
75,122
82,120
303,912
Watch (5)
—
—
—
—
—
50
—
50
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
10,056
69,215
34,822
16,964
15,613
75,172
82,120
303,962
Consumer
Satisfactory (1-4)
7,337
17,694
9,345
5,673
7,138
24,348
125,157
196,692
Watch (5)
—
—
—
—
19
168
28
215
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
2
—
18
281
314
615
Total
7,337
17,694
9,347
5,673
7,175
24,797
125,499
197,522
Combined
Satisfactory (1-4)
254,284
818,355
735,414
565,502
465,397
1,071,997
235,562
4,146,511
Watch (5)
—
—
410
582
110
29,576
94
30,772
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
2
128
18
3,218
829
4,195
Total
$
254,284
$
818,355
$
735,826
$
566,212
$
465,525
$
1,104,791
$
236,485
$
4,181,478
17
The following tables present a summary of loans by risk category and past due status separated by origination and loan class as of December 31, 2021. The remaining accretable discount of $ 429,000 has not been included in this table.
Term Loans by Origination Year
Revolving
2021
2020
2019
2018
2017
Prior
Loans
Total
(In Thousands)
One- to four-family residential construction
Satisfactory (1-4)
$
23,081
$
4,453
$
763
$
—
$
—
$
5
$
—
$
28,302
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
23,081
4,453
763
—
—
5
—
28,302
Subdivision construction
Satisfactory (1-4)
24,129
949
224
160
252
965
—
26,679
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
15
—
15
Total
24,129
949
224
160
252
980
—
26,694
Construction and land development
Satisfactory (1-4)
9,968
15,965
11,115
2,591
3,013
4,184
527
47,363
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
468
468
Total
9,968
15,965
11,115
2,591
3,013
4,184
995
47,831
Other construction
Satisfactory (1-4)
145,991
298,710
130,502
42,302
—
—
—
617,505
Watch (5)
—
—
—
—
—
—
—
—
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
145,991
298,710
130,502
42,302
—
—
—
617,505
One- to four-family residential
Satisfactory (1-4)
237,498
169,765
93,648
49,618
14,707
113,059
1,662
679,957
Watch (5)
—
—
—
132
—
267
69
468
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
144
—
50
1,223
83
1,500
Total
237,498
169,765
93,792
49,750
14,757
114,549
1,814
681,925
Other residential
Satisfactory (1-4)
117,029
96,551
115,418
179,441
104,053
70,438
11,605
694,535
Watch (5)
—
—
—
—
—
3,417
—
3,417
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
117,029
96,551
115,418
179,441
104,053
73,855
11,605
697,952
Commercial real estate
Satisfactory (1-4)
141,868
113,226
220,580
231,321
196,166
521,545
22,785
1,447,491
Watch (5)
—
410
582
—
—
25,742
—
26,734
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
2,006
—
2,006
Total
141,868
113,636
221,162
231,321
196,166
549,293
22,785
1,476,231
Commercial business
Satisfactory (1-4)
67,049
28,743
23,947
16,513
24,126
58,116
76,187
294,681
Watch (5)
—
—
—
—
—
58
—
58
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
—
—
—
—
—
—
—
Total
67,049
28,743
23,947
16,513
24,126
58,174
76,187
294,739
Consumer
Satisfactory (1-4)
20,140
11,138
7,154
9,065
4,175
24,280
130,111
206,063
Watch (5)
—
—
—
20
4
10
29
63
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
2
—
16
32
280
347
677
Total
20,140
11,140
7,154
9,101
4,211
24,570
130,487
206,803
Combined
Satisfactory (1-4)
786,753
739,500
603,351
531,011
346,492
792,592
242,877
4,042,576
Watch (5)
—
410
582
152
4
29,494
98
30,740
Special Mention (6)
—
—
—
—
—
—
—
—
Classified (7-9)
—
2
144
16
82
3,524
898
4,666
Total
$
786,753
$
739,912
$
604,077
$
531,179
$
346,578
$
825,610
$
243,873
$
4,077,982
18
NOTE 7: FDIC-ASSISTED ACQUIRED LOANS
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 related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. 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 related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. 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 related loss sharing agreement was terminated early, effective April 26, 2016, by mutual agreement of Great Southern Bank and the FDIC. 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 related loss sharing agreement was terminated early, effective June 9, 2017, by mutual agreement of Great Southern Bank and the FDIC. Based upon the acquisition date fair values of the net assets acquired, no goodwill was recorded.
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.
The following table presents the balances of the acquired loans related to the various FDIC-assisted transactions at March 31, 2022 and December 31, 2021.
Sun Security
TeamBank
Vantus Bank
Bank
InterBank
Valley Bank
(In Thousands)
March 31,2022
Gross loans receivable
$
3,357
$
4,966
$
8,862
$
30,797
$
22,476
Balance of accretable discount due to change in expected losses
( 32 )
( 9 )
( 32 )
( 20 )
( 111 )
Net carrying value of loans receivable
$
3,325
$
4,957
$
8,830
$
30,777
$
22,365
December 31, 2021
Gross loans receivable
$
3,613
$
5,304
$
9,405
$
32,645
$
23,632
Balance of accretable discount due to change in expected losses
( 65 )
( 19 )
( 63 )
( 58 )
( 224 )
Net carrying value of loans receivable
$
3,548
$
5,285
$
9,342
$
32,587
$
23,408
19
NOTE 8: OTHER REAL ESTATE OWNED AND REPOSSESSIONS
Major classifications of other real estate owned were as follows:
March 31,
December 31,
2022
2021
(In Thousands)
Foreclosed assets held for sale and repossessions
One- to four-family construction
$
—
$
—
Subdivision construction
—
—
Land development
—
315
Commercial construction
—
—
One- to four-family residential
183
183
Other residential
—
—
Commercial real estate
—
—
Commercial business
—
—
Consumer
38
90
Foreclosed assets held for sale and repossessions
221
588
Other real estate owned not acquired through foreclosure
1,499
1,499
Other real estate owned and repossessions
$
1,720
$
2,087
At March 31, 2022 and December 31, 2021, other real estate owned not acquired through foreclosure included four properties, all of which were branch locations that were closed and held for sale.
At March 31, 2022, residential mortgage loans totaling $ 20,000 were in the process of foreclosure. At December 31, 2021, residential mortgage loans totaling $ 125,000 were in the process of foreclosure.
Expenses applicable to other real estate owned and repossessions included the following:
Three Months Ended
March 31,
2022
2021
(In Thousands)
Net gains on sales of other real estate owned and repossessions
$
( 6 )
$
( 46 )
Valuation write-downs
15
82
Operating expenses, net of rental income
154
232
$
163
$
268
NOTE 9: PREMISES AND EQUIPMENT
Major classifications of premises and equipment, stated at cost, were as follows:
March 31,
December 31,
2022
2021
(In Thousands)
Land
$
39,497
$
39,440
Buildings and improvements
101,501
101,207
Furniture, fixtures and equipment
58,415
57,982
Operating leases right of use asset
7,493
7,715
206,906
206,344
Less: accumulated depreciation
75,164
73,611
$
131,742
$
132,733
Leases. The Company adopted ASU 2016 02, Leases (Topic 842), on January 1, 2019, using the modified retrospective transition approach whereby comparative periods were not restated. The Company also elected certain relief options under the ASU, including the option not to recognize right of use asset and lease liabilities that arise from short-term leases (leases with terms of twelve months
20
or less). Adoption of this ASU resulted in the Company initially recognizing a right of use asset and corresponding lease liability of $ 9.5 million as of January 1, 2019. The amount of the right of use asset and corresponding lease liability will fluctuate based on the Company’s lease terminations, new leases and lease modifications and renewals. As of March 31, 2022, the lease right of use asset value was $ 7.5 million and the corresponding lease liability was $ 7.7 million. As of December 31, 2021, the lease right of use asset value was $ 7.7 million and the corresponding lease liability was $ 7.9 million. At March 31, 2022, expected lease terms range from 1.0 years to 16.7 years with a weighted-average lease term of 9.1 years. The weighted-average discount rate was 3.44 %.
For the three months ended March 31, 2022 and 2021, lease expense was $ 369,000 and $ 374,000 , respectively. The Company’s short-term leases related to offsite ATMs have both fixed and variable lease payment components, based on the number of transactions at the various ATMs. The variable portion of these lease payments is not material and the total lease expense related to ATMs for the three months ended March 31, 2022 and 2021 was $ 69,000 and $ 66,000 , respectively.
The Company does not sublease any of its leased facilities; however, it does lease to other parties portions of facilities that it owns. In terms of being the lessor in these circumstances, all of these lease agreements are classified as operating leases. In the three months ended March 31, 2022 and 2021, income recognized from these lease agreements was $ 294,000 and $ 291,000 , respectively, and was included in occupancy and equipment expense.
March 31, 2022
December 31, 2021
(In Thousands)
Statement of Financial Condition
Operating leases right of use asset
$
7,493
$
7,716
Operating leases liability
$
7,672
$
7,886
For the Three Months Ended
March 31, 2022
March 31, 2021
(In Thousands)
Statement of Income
Operating lease costs classified as occupancy and equipment expense (includes short-term lease costs and amortization of right of use asset)
$
369
$
374
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
360
$
361
At March 31, 2022, future expected lease payments for leases with terms exceeding one year were as follows (In Thousands):
2022
$
842
2023
1,094
2024
1,013
2025
990
2026
923
2027
885
Thereafter
3,179
Future lease payments expected
8,926
Less: interest portion of lease payments
( 1,254 )
Lease liability
$
7,672
21
NOTE 10: DEPOSITS
March 31,
December 31,
2022
2021
(In Thousands)
Time Deposits:
0.00 % - 0.99 %
$
777,469
$
825,217
1.00 % - 1.99 %
69,436
73,563
2.00 % - 2.99 %
46,139
55,509
3.00 % and above
5,047
6,780
Total time deposits (weighted average rate 0.58 % and 0.60 %)
898,091
961,069
Non-interest-bearing demand deposits
1,176,285
1,209,822
Interest-bearing demand and savings deposits (weighted average rate 0.12 % and 0.12 %)
2,414,961
2,381,210
Total Deposits
$
4,489,337
$
4,552,101
NOTE 11: ADVANCES FROM FEDERAL HOME LOAN BANK
At March 31, 2022 and December 31, 2021, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines (FHLBank advances). There were no overnight funds from the Federal Home Loan Bank of Des Moines as of March 31, 2022 or December 31, 2021.
NOTE 12: SECURITIES SOLD UNDER REVERSE REPURCHASE AGREEMENTS AND SHORT-TERM BORROWINGS
March 31,
December 31,
2022
2021
(In Thousands)
Notes payable – Community Development Equity Funds
$
1,152
$
1,449
Other interest-bearing liabilities
1,790
390
Securities sold under reverse repurchase agreements
148,019
137,116
$
150,961
$
138,955
The Bank enters into sales of securities under agreements to repurchase (reverse repurchase agreements). Reverse repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the statements of financial condition. The dollar amount of securities underlying the agreements remains in the asset accounts. Securities underlying the agreements are being held by the Bank during the agreement period. All agreements are written on a term of one month or less.
At March 31, 2022 and December 31, 2021, other interest-bearing liabilities consisted of cash collateral held by the Company to satisfy minimum collateral posting thresholds with its derivative dealer counterparties representing the termination value of derivatives, which at such time were in a net asset position. Under the collateral agreements between the parties, either party may choose to provide cash or securities to satisfy its collateral requirements.
The following table represents the Company’s securities sold under reverse repurchase agreements, by collateral type and remaining contractual maturity.
March 31, 2022
December 31, 2021
Overnight and
Overnight and
Continuous
Continuous
(In Thousands)
Mortgage-backed securities – GNMA, FNMA, FHLMC
$
148,019
$
137,116
NOTE 13: SUBORDINATED NOTES
On August 8, 2016, the Company completed the public offering and sale of $ 75.0 million of its subordinated notes. The notes were due August 15, 2026 and had a fixed interest rate of 5.25 % until August 15, 2021, at which time the rate was to become floating at a rate equal to three-month LIBOR plus 4.087 %. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions, legal, accounting and other professional fees, of approximately $ 73.5 million. Total debt issuance costs of approximately $ 1.5 million were deferred and amortized over the five-year expected life of the notes.
22
On August 15, 2021, in accordance with the terms of the notes, the Company redeemed all $ 75.0 million aggregate principal amount of the notes at a redemption price equal to 100 % of their principal amount, plus accrued and unpaid interest.
On June 10, 2020, the Company completed the public offering and sale of $ 75.0 million of its subordinated notes. The notes are due June 15, 2030, and have a fixed interest rate of 5.50 % until June 15, 2025, at which time the rate becomes floating at a rate expected to be equal to three-month term Secured Overnight Financing Rate (SOFR) plus 5.325 %. The Company may call the notes at par beginning on June 15, 2025, and on any scheduled interest payment date thereafter. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions, legal, accounting and other professional fees, of approximately $ 73.5 million. Total debt issuance costs of approximately $ 1.5 million were deferred and are being amortized over the expected life of the notes, which is five years .
Amortization of the debt issuance costs during the three months ended March 31, 2022 and 2021 of both subordinated notes offerings totaled $ 74,000 and $ 183,000 , respectively. Amortization of the debt issuance costs is included in interest expense on subordinated notes in the consolidated statements of income, resulting in an imputed interest rate of 5.97 %.
At March 31, 2022 and December 31, 2021, subordinated notes are summarized as follows:
March 31, 2022
December 31, 2021
(In Thousands)
Subordinated notes
$
75,000
$
75,000
Less: unamortized debt issuance costs
942
1,016
$
74,058
$
73,984
NOTE 14: INCOME TAXES
Reconciliations of the Company’s effective tax rates to the statutory corporate tax rates were as follows:
Three Months Ended March 31,
2022
2021
Tax at statutory rate
21.0
%
21.0
%
Nontaxable interest and dividends
( 0.4 )
( 0.3 )
Tax credits
( 1.7 )
( 1.9 )
State taxes
1.5
1.3
Other
0.1
0.9
20.5
%
21.0
%
The Company and its consolidated subsidiaries have not been audited recently by the Internal Revenue Service (IRS). As a result, federal tax years through December 31, 2017 are now closed.
The Company was previously under State of Missouri income and franchise tax examinations for its 2014 and 2015 tax years. The examinations concluded with one unresolved issue related to the exclusion of certain income in the calculation of Missouri income tax. The Missouri Department of Revenue denied the Company’s administrative protest regarding the 2014 and 2015 tax years’ examinations. In June 2021, the Company filed a formal protest with the Missouri Administrative Hearing Commission, which has special jurisdiction to hear tax matters and is similar to a trial court, to continue defending the Company’s rights and associated tax position. The Company has engaged legal and tax advisors and continues to believe it will ultimately prevail on the issue; however, if the Company does not prevail, the tax obligation to the State of Missouri could be up to a total of $ 4.0 million for these tax years and additional amounts could be levied for certain subsequent tax years.
The State of Illinois Department of Revenue recently began a tax examination of the Company's Illinois Business Income Tax for the 2018 and 2019 tax years.
NOTE 15: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC Topic 820, Fair Value Measurements , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy
23
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
● Quoted prices in active markets for identical assets or liabilities (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets that the Company has the ability to access at the measurement date. An active market for the asset is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
● Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.
● Significant unobservable inputs (Level 3): Inputs that reflect assumptions of a source independent of the reporting entity or the reporting entity’s own assumptions that are supported by little or no market activity or observable inputs.
Financial instruments are broken down by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.
Recurring Measurements
The following table presents the fair value measurements of assets recognized in the accompanying statements of financial condition measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fell at March 31, 2022 and December 31, 2021:
Fair value measurements using
Quoted prices
in active
markets
Other
Significant
for identical
observable
unobservable
assets
inputs
inputs
Fair value
(Level 1)
(Level 2)
(Level 3)
(In Thousands)
March 31, 2022
Available-for-sale securities
Agency mortgage-backed securities
$
297,476
$
—
$
297,476
$
—
Agency collateralized mortgage obligations
73,009
—
73,009
—
States and political subdivisions securities
40,997
—
40,997
—
Small Business Administration securities
49,893
—
49,893
—
Interest rate derivative asset
5,191
—
5,191
—
Interest rate derivative liability
( 9,112 )
—
( 9,112 )
—
December 31, 2021
Available-for-sale securities
Agency mortgage-backed securities
$
229,441
$
—
$
229,441
$
—
Agency collateralized mortgage obligations
204,277
—
204,277
—
States and political subdivisions securities
40,015
—
40,015
—
Small Business Administration securities
27,299
—
27,299
—
Interest rate derivative asset
2,816
—
2,816
—
Interest rate derivative liability
( 2,895 )
—
( 2,895 )
—
The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying statements of financial condition at March 31, 2022 and December 31, 2021 as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the three-month period ended March 31, 2022. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
24
Available-for-Sale Securities. Investment securities available-for-sale are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 2 securities include U.S. government agency securities, mortgage-backed securities, state and municipal bonds and certain other investments. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models. There were no recurring Level 3 securities at March 31, 2022 or December 31, 2021.
Interest Rate Derivatives. The fair value is estimated using forward-looking interest rate curves and is determined using observable market rates and, therefore, are classified within Level 2 of the valuation hierarchy.
Nonrecurring Measurements
The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2022 and December 31, 2021:
Fair Value Measurements Using
Quoted prices
in active
markets
Other
Significant
for identical
observable
unobservable
assets
inputs
inputs
Fair value
(Level 1)
(Level 2)
(Level 3)
(In Thousands)
March 31, 2022
Collateral-dependent loans
$
256
$
—
$
—
$
256
Foreclosed assets held for sale
$
—
$
—
$
—
$
—
December 31, 2021
Collateral-dependent loans
$
1,712
$
—
$
—
$
1,712
Foreclosed assets held for sale
$
315
$
—
$
—
$
315
The following is a description of valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Loans Held for Sale. Mortgage loans held for sale are recorded at the lower of carrying value or fair value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as Nonrecurring Level 2. Write-downs to fair value typically do not occur as the Company generally enters into commitments to sell individual mortgage loans at the time the loan is originated to reduce market risk. The Company typically does not have commercial loans held for sale. At March 31, 2022 and December 31, 2021, the aggregate fair value of mortgage loans held for sale was not materially different than their cost. Accordingly, no mortgage loans held for sale were marked down and reported at fair value.
Collateral-Dependent Loans . The Company records collateral-dependent loans as Nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for credit losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the three months ended March 31, 2022 or the year ended December 31, 2021, are shown in the table above (net of reserves).
Foreclosed Assets Held for Sale. Foreclosed assets held for sale are initially recorded at fair value less estimated cost to sell at the date of foreclosure. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. Foreclosed assets held for sale are classified within Level 3 of the
25
fair value hierarchy. The foreclosed assets represented in the table above have been re-measured during the three months ended March 31, 2022 or the year ended December 31, 2021, subsequent to their initial transfer to foreclosed assets.
Fair Value of Financial Instruments
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying statements of financial condition at amounts other than fair value.
Cash and Cash Equivalents and Federal Home Loan Bank Stock. The carrying amount approximates fair value.
Held-to-Maturity Securities. Fair values for held-to-maturity securities are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems. These securities include U.S. government agency securities, mortgage-backed securities, state and municipal bonds and certain other investments.
Loans and Interest Receivable. The fair value of loans is estimated on an exit price basis incorporating contractual cash flows, prepayments, discount spreads, credit losses and liquidity premiums. Loans with similar characteristics were aggregated for purposes of the calculations. The carrying amount of accrued interest receivable approximates its fair value.
Deposits and Accrued Interest Payable. The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date, i.e., their carrying amounts. The fair value of fixed maturity certificates of deposit is estimated through a discounted cash flow calculation using the average advances yield curve from 11 districts of the FHLB for the as of date. The carrying amount of accrued interest payable approximates its fair value.
Short-Term Borrowings. The carrying amount approximates fair value.
Subordinated Debentures Issued to Capital Trusts. The subordinated debentures have floating rates that reset quarterly. The carrying amount of these debentures approximates their fair value.
Subordinated Notes. The fair values used by the Company are obtained from independent sources and are derived from quoted market prices of the Company’s subordinated notes and quoted market prices of other subordinated debt instruments with similar characteristics.
Commitments to Originate Loans, Letters of Credit and Lines of Credit. The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.
26
The following table presents estimated fair values of the Company’s financial instruments not recorded at fair value on the statements of financial condition. The fair values of certain of these instruments were calculated by discounting expected cash flows, which method involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.
March 31, 2022
December 31, 2021
Carrying
Fair
Hierarchy
Carrying
Fair
Hierarchy
Amount
Value
Level
Amount
Value
Level
(In Thousands)
Financial assets
Cash and cash equivalents
$
353,038
$
353,038
1
$
717,267
$
717,267
1
Held-to-maturity securities
227,441
220,188
2
—
—
2
Mortgage loans held for sale
1,672
1,672
2
8,735
8,735
2
Loans, net of allowance for credit losses
4,111,487
4,088,157
3
4,007,500
4,001,362
3
Interest receivable
12,458
12,458
3
10,705
10,705
3
Investment in FHLBank stock and other assets
6,564
6,564
3
6,655
6,655
3
Financial liabilities
Deposits
4,489,337
4,482,961
3
4,552,101
4,552,202
3
Short-term borrowings
150,961
150,961
3
138,955
138,955
3
Subordinated debentures
25,774
25,774
3
25,774
25,774
3
Subordinated notes
74,058
77,250
2
73,984
81,000
2
Interest payable
1,656
1,656
3
646
646
3
Unrecognized financial instruments (net of contractual value)
Commitments to originate loans
—
—
3
—
—
3
Letters of credit
30
30
3
50
50
3
Lines of credit
—
—
3
—
—
3
NOTE 16: DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities. In the normal course of business, the Company may use derivative financial instruments (primarily interest rate swaps) from time to time to assist in its interest rate risk management. The Company has interest rate derivatives that result from a service provided to certain qualifying loan customers that are not used to manage interest rate risk in the Company’s assets or liabilities and are not designated in a qualifying hedging relationship. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. In addition, the Company has interest rate derivatives that are designated in a qualified hedging relationship.
Nondesignated Hedges
The Company has interest rate swaps that are not designated as qualifying hedging relationships. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan customers, which the Company began offering during 2011. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.
27
As part of the Valley Bank FDIC-assisted acquisition, the Company acquired seven loans with related interest rate swaps. Valley’s swap program differed from the Company’s in that Valley did not have back to back swaps with the customer and a counterparty. Six of the seven acquired loans with interest rate swaps have paid off. The aggregate notional amount of the remaining Valley swaps was $ 468,000 and $ 482,000 at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022, excluding the Valley Bank swaps, the Company had nine interest rate swaps and one interest rate cap totaling $ 94.2 million in notional amount with commercial customers, and nine interest rate swaps and one interest rate cap with the same aggregate notional amount with third parties related to its program. In addition, the Company has four participation loans purchased totaling $ 27.1 million, in which the lead institution has an interest rate swap with its customer and the economics of the counterparty swap are passed along to the Company through the loan participation. At December 31, 2021, excluding the Valley Bank swaps, the Company had 11 interest rate swaps and one interest rate cap totaling $ 93.9 million in notional amount with commercial customers, and 11 interest rate swaps and one interest rate cap with the same notional amount with third parties related to its program. During the three months ended March 31, 2022, the Company recognized net gains of $ 152,000 , compared to net gains of $ 474,000 during the three months ended March 31, 2021, in noninterest income related to changes in the fair value of these swaps.
Cash Flow Hedges
Interest Rate Swap . As a strategy to maintain acceptable levels of exposure to the risk of changes in future cash flows due to interest rate fluctuations, in October 2018, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap was $ 400 million with a termination date of October 6, 2025. Under the terms of the swap, the Company received a fixed rate of interest of 3.018 % and paid a floating rate of interest equal to one-month USD-LIBOR. The floating rate was reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. To the extent that the fixed rate of interest exceeded one-month USD-LIBOR, the Company received net interest settlements which were recorded as loan interest income. If USD-LIBOR exceeded the fixed rate of interest, the Company was required to pay net settlements to the counterparty and record those net payments as a reduction of interest income on loans.
In March 2020, the Company and its swap counterparty mutually agreed to terminate the $ 400 million interest rate swap prior to its contractual maturity. The Company received a payment of $ 45.9 million from its swap counterparty as a result of this termination. This $ 45.9 million, less the accrued interest portion and net of deferred income taxes, is reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it will be accreted to interest income on loans monthly through the original contractual termination date of October 6, 2025. This has the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period. The Company currently expects to have a sufficient amount of eligible variable rate loans to continue to accrete this interest income in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.
In February 2022, the Company entered into an interest rate swap transaction as part of its ongoing interest rate management strategies to hedge the risk of its floating rate loans. The notional amount of the swap is $ 300 million with an effective date of March 1, 2022 and a termination date of March 1, 2024. Under the terms of the swap, the Company will receive a fixed rate of interest of 1.6725 % and will pay a floating rate of interest equal to one-month USD-LIBOR (or the equivalent replacement rate if USD-LIBOR rate is not available). The floating rate will be reset monthly and net settlements of interest due to/from the counterparty will also occur monthly. The floating rate of interest was 0.2414 % as of March 31, 2022. Therefore, in the near term, the Company will receive net interest settlements which will be recorded as loan interest income, to the extent that the fixed rate of interest continues to exceed one-month USD-LIBOR. If USD-LIBOR exceeds the fixed rate of interest in future periods, the Company will be required to pay net settlements to the counterparty and will record those net payments as a reduction of interest income on loans.
The Company recorded loan interest income of $ 2.0 million on the terminated interest rate swap during each of the three months ended March 31, 2022 and 2021. The Company recorded loan interest income of $ 370,000 on the active interest rate swap during the three months ended March 31, 2022.The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affected earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During each of the three months ended March 31, 2022 and 2021, the Company recognized no noninterest income related to changes in the fair value of these derivatives. The Company currently expects to have an amount of eligible variable rate loans to continue to accrete this interest income in future periods. If this expectation changes and the amount of eligible variable rate loans decreases significantly, the Company may be required to recognize this interest income more rapidly.
28
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Financial Condition:
Location in
Fair Value
Consolidated Statements
March 31,
December 31,
of Financial Condition
2022
2021
(In Thousands)
Derivatives designated as hedging instruments
Active interest rate swap
Accrued expenses and other liabilities
$
3,994
$
—
Total derivates designated as hedging instruments
$
3,994
$
—
Derivatives not designated as hedging instruments
Asset Derivatives
Interest rate products
Prepaid expenses and other assets
$
5,191
$
2,816
Total derivatives not designated as hedging instruments
$
5,191
$
2,816
Liability Derivatives
Interest rate products
Accrued expenses and other liabilities
$
5,118
$
2,895
Total derivatives not designated as hedging instruments
$
5,118
$
2,895
The following table presents the effect of cash flow hedge accounting on the statements of comprehensive income:
Amount of Gain (Loss)
Recognized in AOCI
Three Months Ended March 31,
Cash Flow Hedges
2022
2021
(In Thousands)
Terminated interest rate swap, net of income taxes
$
( 1,547 )
$
( 1,546 )
Active interest rate swap, net of income taxes
( 3,083 )
—
$
( 4,630 )
$
( 1,546 )
The following table presents the effect of cash flow hedge accounting on the statements of income:
Three Months Ended March 31,
Cash Flow Hedges
2022
2021
Interest
Interest
Interest
Interest
Income
Expense
Income
Expense
(In Thousands)
Total Interest Income
$
46,673
$
—
$
47,709
$
—
Total Interest Expense
—
3,407
—
6,544
$
46,673
$
3,407
$
47,709
$
6,544
Terminated interest rate swap
$
2,003
$
—
$
2,003
$
—
Active interest rate swap
370
—
—
—
$
2,373
$
—
$
2,003
$
—
Agreements with Derivative Counterparties
The Company has agreements with its derivative counterparties. If the Company defaults on any of its indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Bank fails to maintain its status as a well-capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations under the agreements. Similarly, the Company could be required to settle its obligations under certain of its agreements if certain regulatory events occur, such as the issuance of a formal directive, or if the Company’s credit rating is downgraded below a specified level.
29
At March 31, 2022, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers and an active interest rate swap to hedge risk related to the Company's variable rate loans) in an overall net liability position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 1.5 million. The Company has minimum collateral posting thresholds with its derivative dealer counterparties. At March 31, 2022, the Company had received cash collateral from another derivative counterparty of $ 1.8 million to cover its fair value position with us. At March 31, 2022, the Company did not have any activity with its derivative counterparties that met the level at which the Company’s minimum collateral posting thresholds take effect (requiring collateral to be given by the Company).
At December 31, 2021, the termination value of derivatives with our derivative dealer counterparties (related to loan level swaps with commercial lending customers) in a net liability position, which included accrued interest but excluded any adjustment for nonperformance risk, related to these agreements was $ 437,000 . Additionally, the Company’s activity with one of its derivative counterparties met the level at which the Company’s minimum collateral posting thresholds take effect (requiring collateral to be given by the Company) and the Company posted collateral of $ 1.2 million to the derivative counterparty to satisfy the loan level agreements. Also at December 31, 2021, the Company had received cash collateral from another derivative counterparty of $ 390,000 to cover its fair value position with us.
If the Company had breached any of these provisions at March 31, 2022 or December 31, 2021, it could have been required to settle its obligations under the agreements at the termination value. Under the collateral agreements between the parties, either party may choose to provide cash or securities to satisfy its collateral requirements.
NOTE 17: SUBSEQUENT EVENT – ARENA NAMING RIGHTS
In April 2022, the Company, through its subsidiary Great Southern Bank, entered into a naming rights agreement with Missouri State University related to the main arena on the university’s campus in Springfield, Missouri. The terms of the agreement provide the naming rights to Great Southern Bank for a total cost of $ 5.5 million, to be paid over a period of seven years . The Company expects to record this transaction as an intangible asset, with a corresponding accrued liability for the full amount of the agreement. The Company further expects to amortize the intangible asset through non-interest expense over a period not to exceed 15 years .
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.