UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Commission file number 0-18082
GREAT SOUTHERN BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
43-1524856 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1451 E. Battlefield, Springfield, Missouri |
65804 |
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(Address of principal executive offices) |
(Zip Code) |
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(417) 887-4400 |
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Registrant’s telephone number, including area code |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
GSBC |
The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ⌧
The aggregate market value of the common stock of the registrant held by non-affiliates of the Registrant on June 30, 2020, computed by reference to the closing price of such shares on that date, was $438,764,780. At March 2, 2021, 13,690,119 shares of the Registrant’s common stock were outstanding.
TABLE OF CONTENTS
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48 |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
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2
PART I
ITEM 1.BUSINESS.
THE COMPANY
Great Southern Bancorp, Inc.
Great Southern Bancorp, Inc. ("Bancorp" or "Company") is a bank holding company, a financial holding company and the parent of Great Southern Bank ("Great Southern" or the "Bank"). Bancorp was incorporated under the laws of the State of Delaware in July 1989 as a unitary savings and loan holding company. The Company became a one-bank holding company on June 30, 1998, upon the conversion of Great Southern to a Missouri-chartered trust company. In 2004, Bancorp was re-incorporated under the laws of the State of Maryland.
As a Maryland corporation, the Company is authorized to engage in any activity that is permitted by the Maryland General Corporation Law and not prohibited by law or regulatory policy. The Company currently conducts its business as a financial holding company. Through the financial holding company structure, it is possible to expand the size and scope of the financial services offered by the Company beyond those offered by the Bank. The financial holding company structure provides the Company with greater flexibility than the Bank has to diversify its business activities, through existing or newly formed subsidiaries, or through acquisitions of or mergers with other financial institutions as well as other companies. At December 31, 2020, Bancorp's consolidated total assets were $5.53 billion, consolidated net loans were $4.30 billion, consolidated deposits were $4.52 billion and consolidated total stockholders' equity was $629.7 million. For details about the Company’s assets, revenues and profits for each of the last five fiscal years, see Item 6. “Selected Financial Data.” The assets of the Company at the holding company level consist primarily of the stock of Great Southern and cash.
Through the Bank and subsidiaries of the Bank, the Company primarily offers a variety of banking and banking-related services, which are discussed further below. The activities of the Company are funded by retained earnings and through dividends from Great Southern. Activities of the Company may also be funded through borrowings from third parties, sales of additional securities or through income generated by other activities of the Company.
The executive offices of the Company are located at 1451 East Battlefield, Springfield, Missouri 65804, and its telephone number at that address is (417) 887-4400.
Great Southern Bank
Great Southern was formed as a Missouri-chartered mutual savings and loan association in 1923, and, in 1989, converted to a Missouri-chartered stock savings and loan association. In 1994, Great Southern changed to a federal savings bank charter and then, on June 30, 1998, changed to a Missouri-chartered trust company (the equivalent of a commercial bank charter). Headquartered in Springfield, Missouri, Great Southern offers a broad range of banking services through its 94 banking centers located in southern and central Missouri; the Kansas City, Missouri area; the St. Louis, Missouri area; eastern Kansas; northwestern Arkansas; the Minneapolis, Minnesota area and eastern, western and central Iowa. At December 31, 2020, the Bank had total assets of $5.52 billion, net loans of $4.31 billion, deposits of $4.63 billion and equity capital of $698.4 million, or 12.6% of total assets. Its deposits are insured by the Deposit Insurance Fund ("DIF") to the maximum levels permitted by the Federal Deposit Insurance Corporation (“FDIC”).
3
The size and complexity of the Bank’s operations increased substantially in 2009 with the completion of two FDIC-assisted transactions, and again in 2011, 2012 and 2014 with the completion of another FDIC-assisted transaction in each of those years. In 2009, the Bank entered into two separate purchase and assumption agreements (including loss sharing) with the FDIC to assume all of the deposits (excluding brokered deposits) and certain liabilities and acquire certain assets of TeamBank, N.A. and Vantus Bank. In these two transactions we acquired assets with a fair value of approximately $499.9 million (approximately 18.8% of the Company’s total consolidated assets at acquisition) and $294.2 million (approximately 8.8% of the Company’s total consolidated assets at acquisition), respectively, and assumed liabilities with a fair value of $610.2 million (approximately 24.9% of the Company’s total consolidated assets at acquisition) and $440.0 million (approximately 13.2% of the Company’s total consolidated assets at acquisition), respectively. They also resulted in gains of $43.9 million and $45.9 million, respectively, which were included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2009. Prior to these acquisitions, the Company operated banking centers in Missouri with loan production offices in Arkansas and Kansas. These acquisitions added 31 banking centers and expanded our footprint to cover five states – Iowa, Kansas, Missouri, Arkansas and Nebraska. In 2011, the Bank entered into a purchase and assumption agreement (including loss sharing) with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Sun Security Bank, which added locations in southern Missouri and St. Louis. In this transaction we acquired assets with a fair value of approximately $248.9 million (approximately 7.3% of the Company’s total consolidated assets at acquisition) and assumed liabilities with a fair value of $345.8 million (approximately 10.1% of the Company’s total consolidated assets at acquisition). It also resulted in a gain of $16.5 million which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2011. In 2012, the Bank entered into a purchase and assumption agreement (including loss sharing) with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Inter Savings Bank, FSB (“InterBank”), which added four locations in the greater Minneapolis, Minnesota area and represented a new market for the Company. In this transaction we acquired assets with a fair value of approximately $364.2 million (approximately 9.4% of the Company’s total consolidated assets at acquisition) and assumed liabilities with a fair value of approximately $458.7 million (approximately 11.9% of the Company’s total consolidated assets at acquisition). It also resulted in a gain of $31.3 million which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2012.
In 2014, the Bank entered into a purchase and assumption agreement (without loss sharing) with the FDIC to assume all of the deposits and certain liabilities and acquire certain assets of Valley Bank (“Valley”), which added five locations in the Quad Cities area of eastern Iowa and six locations in central Iowa, primarily in the Des Moines market area. These represented new markets for the Company in eastern Iowa and enhanced our market presence in central Iowa. In this transaction we acquired assets with a fair value of approximately $378.7 million (approximately 10.0% of the Company’s total consolidated assets at acquisition) and assumed liabilities with a fair value of approximately $367.9 million (approximately 9.8% of the Company’s total consolidated assets at acquisition). It also resulted in a gain of $10.8 million which was included in Noninterest Income in the Company’s Consolidated Statement of Income for the year ended December 31, 2014.
Also in 2014, the Bank entered into a purchase and assumption agreement to acquire certain assets and depository accounts from Neosho, Mo.-based Boulevard Bank (“Boulevard”), which added one location in the Neosho, Mo. market, where the Company already operated a banking center. In this transaction, which was completed in 2014, we acquired assets (primarily cash and cash equivalents) with a fair value of approximately $92.5 million (approximately 2.6% of the Company’s total consolidated assets at acquisition) and assumed liabilities (all deposits and related accrued interest) with a fair value of approximately $93.3 million (approximately 2.6% of the Company’s total consolidated assets at acquisition). This acquisition resulted in recognition of $790,000 of goodwill.
The Company also opened commercial loan production offices in Dallas, Texas and Tulsa, Oklahoma during 2014. The primary products offered in these offices are commercial real estate, commercial business and commercial construction loans.
In 2015, the Company announced plans to consolidate operations of 16 banking centers into other nearby Great Southern banking center locations. As part of an ongoing performance review of its entire banking center network, Great Southern evaluated each location for a number of criteria, including access and availability of services to affected customers, the proximity of other Great Southern banking centers, profitability and transaction volumes, and market dynamics. Subsequent to this announcement, the Bank entered into separate definitive agreements to sell two of the 16 banking centers, including all of the associated deposits (totaling approximately $20 million), to separate bank purchasers. One of those sale transactions was completed on February 19, 2016 and the other was completed on March 18, 2016. The closing of the remaining 14 facilities, which resulted in the transfer of approximately
4
$127 million in deposits and banking center operations to other Great Southern locations, occurred at the close of business on January 8, 2016.
Also in 2015, the Company announced that it entered into a purchase and assumption agreement to acquire 12 branches, including related loans, and to assume related deposits in the St. Louis, Mo., area from Cincinnati-based Fifth Third Bank. The acquisition was completed at the close of business on January 29, 2016. The deposits assumed totaled approximately $228 million and had a weighted average rate of approximately 0.28%. The loans acquired totaled approximately $159 million and had a weighted average yield of approximately 3.92%.
The loss sharing agreements related to the FDIC-assisted transactions in 2009, 2011 and 2012 added to the complexity of our operations by creating the need for new employees and processes to ensure compliance with the loss sharing agreements and the collection of problem assets acquired. See Note 4 included in Item 8. “Financial Statements and Supplementary Information” for a more detailed discussion of these FDIC-assisted transactions and the loss sharing agreements. The loss sharing agreements related to the 2009 and 2011 FDIC-assisted transactions were terminated during 2016. The loss sharing agreements related to the 2012 FDIC-assisted transaction were terminated during 2017. See “Loss Share Agreements” below for additional information regarding the termination of these agreements.
The Company opened a commercial loan production office in Chicago, Illinois during 2017. The primary products offered in this office are commercial real estate, commercial business and commercial construction loans.
In March 2018, the Bank entered into a definitive agreement to sell its four banking centers, including all of the associated deposits (totaling approximately $56 million), in the Omaha, Nebraska market to Lincoln, Nebraska-based West Gate Bank. This sale transaction was completed in July 2018.
The Company opened two commercial loan production offices – one in Denver, Colorado and one in Atlanta, Georgia – in late 2018. The primary products offered in these offices are commercial real estate, commercial business and commercial construction loans.
In March 2019, the Company ceased operating its indirect automobile financing unit. Market forces, including strong rate competition for well-qualified borrowers, made indirect lending through automobile dealerships a significant challenge to efficient and profitable operations over the long term. Indirect loan balances significantly declined in 2018 and 2019 after tightened underwriting guidelines were implemented in the latter part of 2016, in response to more challenging consumer credit conditions. The Company continues to offer direct consumer loans through its banking center network.
In April 2019, the Company consolidated its Fayetteville, Ark., location into its Rogers, Ark., banking center. The Company now operates one banking center in Arkansas. In September 2019, the Company consolidated its Ames, Iowa, banking center into its North Ankeny, Iowa office. The Company entered the Ames market with only one banking center through the Valley Bank FDIC-assisted acquisition in 2014.
In April 2020, the Company was notified by its landlord that the Great Southern banking centers located inside the Hy-Vee stores at 2900 Devils Glen Rd in Bettendorf, Iowa, and 2351 W. Locust St. in Davenport, Iowa, must permanently cease operations due to store infrastructure changes. Customer accounts were transferred to nearby offices. Great Southern now operates three banking centers in the Quad Cities market area – two in Davenport and one in Bettendorf.
In August 2020, remodeling of the downtown office at 1900 Main in Parsons, Kansas, was completed, which included the addition of drive-thru banking lanes. With this completion, the nearby drive-thru facility was consolidated into the downtown office, leaving one location serving the Parsons market.
Great Southern is principally engaged in the business of originating commercial real estate loans, construction loans, other commercial loans, residential real estate loans and consumer loans and funding these loans by attracting deposits from the general public, obtaining brokered deposits and through borrowings from the Federal Home Loan Bank of Des Moines (the "FHLBank") and others.
For many years, Great Southern has followed a strategy of emphasizing loan origination through residential, commercial and consumer lending activities in its market areas. The goal of this strategy is to be one of the leading providers of financial services in Great Southern’s market areas, while simultaneously diversifying assets and reducing interest rate risk by originating and holding
5
adjustable-rate loans and fixed-rate loans, primarily with terms of five years or less, in its portfolio and by selling longer-term fixed-rate single-family mortgage loans in the secondary market. The Bank continues to emphasize real estate lending while also expanding and increasing its originations of commercial business loans.
The corporate office of the Bank is located at 1451 East Battlefield, Springfield, Missouri 65804 and its telephone number at that address is (417) 887-4400.
Internet Website
Bancorp maintains a website at www.greatsouthernbank.com. The information contained on that website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Bancorp currently makes available on or through its website Bancorp’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments, if any, to these reports. These materials are also available free of charge (other than a user’s regular internet access charges) on the Securities and Exchange Commission’s website at www.sec.gov.
Market Areas
The Company currently operates 94 full-service retail banking offices, serving more than 141,000 households in six states – Missouri, Iowa, Kansas, Minnesota, Arkansas and Nebraska. The Company also operates commercial loan production offices in Atlanta, Chicago, Dallas, Denver, Omaha, Neb., and Tulsa, Okla., and a mortgage lending office in Springfield, Mo.
The Company regularly evaluates its banking center network and lines of business to ensure that it is serving customers in the best way possible. The banking center network constantly evolves with changes in customer needs and preferences, emerging technology and local market developments. In response to these changes, the Company opens banking centers and invests resources where customer demand leads, and from time to time, consolidates banking centers when market conditions dictate.
Great Southern’s largest concentration of deposits and loans are in the Springfield, Mo., and St. Louis, Mo., market areas. In the last several years, the Company’s deposit and loan portfolios have become more diversified because of its participation in five FDIC-assisted acquisitions and organic growth. The FDIC-assisted acquisitions significantly expanded the Company’s geographic footprint, which prior to 2009 was primarily in southwest and central Missouri, by adding operations in Iowa, Kansas, Minnesota and Nebraska. In 2018, the Company sold four banking centers in the Omaha, Neb., metropolitan market to a Nebraska-based bank. A commercial loan production office remains in Omaha. In April 2019, the Fayetteville, Ark., banking center was consolidated into the Rogers, Ark., office, leaving one office in Arkansas. Besides the Springfield and St. Louis market areas, the Company has deposit and loan concentrations in the following market areas: Kansas City, Mo.; Sioux City, Iowa; Des Moines, Iowa; Northwest Arkansas; Minneapolis, Minn.; and Eastern Iowa in the area known as the "Quad Cities." Deposits and loans are also generated in banking centers in rural markets in Missouri, Iowa, and Kansas.
At December 31, 2020, the Company's total deposits were $4.52 billion. At that date, the Company had deposits in Missouri of $3.26 billion, which included its two largest deposit concentrations, in the Springfield and St. Louis areas, with $1.93 billion and $622 million, respectively. The Company also had deposits of $660 million in Iowa, $321 million in Kansas, $226 million in Minnesota, $24 million in Nebraska and $23 million in Arkansas.
The Company also has commercial loan production offices in Atlanta, Chicago, Dallas, Denver, Omaha, Neb. and Tulsa, Okla. These offices generate a significant percentage of the Company’s commercial loan production. Commercial lending groups in our Kansas City, Mo., Des Moines, Iowa, Minneapolis, Minn., Springfield, Mo., and St. Louis, Mo., banking offices also generate a significant percentage of the Company’s commercial loan production.
Lending Activities
General
From its beginnings in 1923 through the early 1980s, Great Southern primarily made long-term, fixed-rate residential real estate loans that it retained in its loan portfolio. Beginning in the early 1980s, Great Southern increased its efforts to originate short-term and adjustable-rate loans. Beginning in the mid-1980s, Great Southern increased its efforts to originate commercial real estate and other
6
residential loans, primarily with adjustable rates or shorter-term fixed rates. In addition, some competitor banking organizations merged with larger institutions and changed their business practices or moved operations away from the Springfield, Mo. area, and others consolidated operations from the Springfield, Mo. area to larger cities. This provided Great Southern expanded opportunities in residential and commercial real estate lending as well as in the origination of commercial business and consumer loans.
In addition to originating loans, the Bank has expanded and enlarged its relationships with smaller banks and other peer banks to purchase participations (at par, generally with no servicing costs) in loans these other banks originate but are unable to retain the entire balance in their portfolios due to capital or borrower relationship size limitations. The Bank uses the same underwriting guidelines in evaluating these participations as it does in its direct loan originations. At December 31, 2020, the balance of participation loans purchased and held in the portfolio, excluding FDIC-assisted acquired loans, was $270.5 million, or 6.3% of the total loan portfolio. All of these participation loans were performing at December 31, 2020.
One of the principal historical lending activities of Great Southern is the origination of fixed and adjustable-rate conventional residential real estate loans to enable borrowers to purchase or refinance owner-occupied homes. Great Southern originates a variety of conventional, residential real estate mortgage loans, principally in compliance with Freddie Mac and Fannie Mae standards for resale in the secondary market. Great Southern promptly sells most of the fixed-rate residential mortgage loans that it originates. To date, Great Southern has not experienced difficulties selling these loans in the secondary market and has had minimal requests for repurchase. Depending on market conditions, the ongoing servicing of these loans is at times retained by Great Southern, but generally servicing is released to the purchaser of the loan. Great Southern retains in its portfolio substantially all of the adjustable-rate mortgage loans that it originates.
Another principal lending activity of Great Southern is the origination of commercial real estate, other residential (multi-family) and commercial construction loans. Since the early 1990s, commercial real estate, other residential (multi-family) and commercial construction loans have represented the largest percentage of the loan portfolio. At December 31, 2020, commercial real estate, other residential (multi-family) and commercial construction loans, excluding loans acquired in FDIC-assisted transactions, accounted for approximately 30%, 19% and 18%, respectively, of the total portfolio. Of the portfolio of acquired loans, commercial real estate loans (net of fair value discounts) accounted for approximately 1% of the total portfolio at December 31, 2020.
In addition, Great Southern in recent years has increased its emphasis on the origination of other commercial loans and home equity loans, and also issues letters of credit. Letters of credit are contingent obligations and are not included in the Bank's loan portfolio. See "-- Other Commercial Lending," "- Classified Assets," and "Loan Delinquencies and Defaults" below.
The percentage of collateral value Great Southern will loan on real estate and other property varies based on factors including, but not limited to, the type of property and its location and the borrower's credit history. As a general rule, Great Southern will loan up to 95% of the appraised value on one-to four-family residential properties. Typically, private mortgage insurance is required for loan amounts above the 80% level. At December 31, 2020 and 2019, loans secured by second liens on residential properties were $87.3 million, or 2.0%, and $106.5 million, or 2.5%, respectively, of our total loan portfolio. For commercial real estate and other residential real property loans, Great Southern may loan up to 85% of the appraised value. The origination of loans secured by other property is considered and determined on an individual basis by management with the assistance of any industry guides and other information which may be available. Collateral values are reappraised or reassessed as loans are renewed or when significant events indicating potential impairment occur. On a quarterly basis, management reviews impaired loans to determine whether updated appraisals or reassessments are necessary based on loan performance, collateral type and guarantor support. While not specifically required by our policy, we seek to obtain cross-collateralization of loans to a borrower when it is available and it is most frequently done on commercial real estate loans.
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Loan applications are approved at various levels of authority, depending on the type, amount and loan-to-value ratio of the loan. Loan commitments of more than $750,000 (or loans exceeding the Freddie Mac loan limit in the case of fixed-rate, one- to four-family residential loans for resale) must be approved by Great Southern’s loan committee. The loan committee is comprised of the Chief Executive Officer of the Bank, the Chief Credit Officer of the Bank (chairman of the committee), and other senior officers of the Bank involved in lending activities. All loans, regardless of size or type, are required to conform to certain minimum underwriting standards to assure portfolio quality. These standards and procedures include, but are not limited to, an analysis of the borrower’s financial condition, collateral, repayment ability, verification of liquid assets and credit history as required by loan type. It has been, and continues to be, our practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. Underwriting standards also include loan-to-value ratios which vary depending on collateral type, debt service coverage ratios or debt payment to income ratios, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Generally, deviations from approved underwriting standards may only be allowed when doing so is not in violation of regulations or statutes and when appropriate lending authority is obtained. The loan committee reviews all new loan originations in excess of lender approval authorities. For secured loans originated and held, most lenders have approval authorities of $250,000 or below while fourteen senior lenders have approval authority of varying amounts up to $1 million. Lender approval authorities are also subject to loans-to-one borrower limits of $500,000 or below for most lenders and of varying amounts up to $3 million for ten senior lenders. These standards, as well as our collateral requirements, have not significantly changed in recent years.
In general, state banking laws restrict loans to a single borrower and related entities to no more than 25% of a bank's unimpaired capital and unimpaired surplus, plus an additional 10% if the loan is collateralized by certain readily marketable collateral. (Real estate is not included in the definition of "readily marketable collateral.”) As computed on the basis of the Bank's unimpaired capital and surplus at December 31, 2020, this limit was approximately $174.6 million. See "Government Supervision and Regulation." At December 31, 2020, the Bank was in compliance with the loans-to-one borrower limit. At December 31, 2020, the Bank's largest relationship for purposes of this limit, which consists of ten loans, totaled $68.4 million. This amount represents the total commitment for this relationship at December 31, 2020; the outstanding balance at that date was $62.6 million. The collateral for the loans consists of multiple warehouse, office, and other projects. Two of loans have credit lines that have not been disbursed. In addition, we obtained personal guarantees from the principal owner of the borrowing entities for each of these loans. All loans included in this relationship were current at December 31, 2020. In addition, at December 31, 2020, we had four other loan relationships that each exceeded $50 million. All loans included in these relationships were current at December 31, 2020. Our policy does not set a loans-to-one borrower limit that is below the legal limits described; however, we do recognize the need to limit credit risk to any one borrower or group of related borrowers upon consideration of various risk factors. Extensions of credit to borrowers whose past due loans were charged-off or whose loans are classified as substandard require special lending approval.
Great Southern is permitted under applicable regulations to originate or purchase loans and loan participations secured by real estate located in any part of the United States. In addition to the market areas where the Company has offices, the Bank has made or purchased loans, secured primarily by commercial real estate, in other states, primarily Alabama, Arizona, Florida, Louisiana, Michigan and Tennessee. At December 31, 2020, loans in these states comprised 2% or less each, respectively, of the total loan portfolio.
Loan Portfolio Composition
The following tables set forth information concerning the composition of the Bank’s loan portfolio in dollar amounts and in percentages (before deductions for loans in process, deferred fees and discounts and allowance for loan losses) as of the dates indicated. The tables are based on information prepared in accordance with generally accepted accounting principles and are qualified by reference to the Company’s Consolidated Financial Statements and the notes thereto contained in Item 8 of this report.
The loans acquired in the four FDIC-assisted transactions completed in 2009 through 2012, which were acquired at discounts and were previously covered by loss sharing agreements between the FDIC and the Bank, and the loans acquired in 2014 from the former Valley Bank, which were acquired at discounts and were never covered by a loss sharing agreement, are shown combined below in tables separate from the legacy Great Southern portfolio. All of these acquired loan portfolios were initially recorded at their fair values at the acquisition date and are recorded by the Company at their discounted value. The following tables reflect the loan balances excluding discounts.
8
Legacy Great Southern Loan Portfolio Composition:
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December 31, |
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2020 |
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2019 |
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2018 |
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2017 |
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2016 |
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Amount |
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Amount |
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Amount |
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Amount |
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Amount |
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(Dollars In Thousands) |
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Real Estate Loans: |
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One- to four- family(1) |
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$ |
602,786 |
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11.7 |
% |
$ |
516,601 |
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10.5 |
% |
$ |
400,954 |
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8.3 |
% |
$ |
318,186 |
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7.3 |
% |
$ |
353,709 |
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8.6 |
% |
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Other residential |
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1,021,145 |
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19.8 |
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866,006 |
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17.6 |
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784,894 |
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16.3 |
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745,645 |
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17.1 |
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663,378 |
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16.1 |
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Commercial(2) |
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1,567,680 |
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30.5 |
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1,507,361 |
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30.5 |
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1,385,375 |
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28.7 |
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1,256,986 |
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28.8 |
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1,211,644 |
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29.4 |
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Residential construction: |
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One- to four- family |
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25,635 |
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0.5 |
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21,948 |
|
0.4 |
|
|
26,683 |
|
0.5 |
|
|
23,266 |
|
0.5 |
|
|
26,764 |
|
0.6 |
|
|
Other residential |
|
|
374,188 |
|
7.3 |
|
|
490,798 |
|
9.9 |
|
|
376,575 |
|
7.8 |
|
|
208,883 |
|
4.8 |
|
|
202,202 |
|
4.9 |
|
|
Commercial |
|
|
940,711 |
|
18.3 |
|
|
900,597 |
|
18.3 |
|
|
1,098,420 |
|
22.8 |
|
|
919,029 |
|
21.1 |
|
|
641,195 |
|
15.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
4,532,145 |
|
88.1 |
|
|
4,303,311 |
|
87.2 |
|
|
4,072,901 |
|
84.4 |
|
|
3,471,995 |
|
79.6 |
|
|
3,098,892 |
|
75.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile, boat, etc. |
|
|
126,364 |
|
2.5 |
|
|
197,657 |
|
4.0 |
|
|
309,201 |
|
6.4 |
|
|
418,594 |
|
9.6 |
|
|
563,086 |
|
13.7 |
|
|
Home equity and improvement |
|
|
114,689 |
|
2.2 |
|
|
118,988 |
|
2.4 |
|
|
121,352 |
|
2.5 |
|
|
115,439 |
|
2.7 |
|
|
108,753 |
|
2.6 |
|
|
Other |
|
|
571 |
|
— |
|
|
917 |
|
— |
|
|
1,677 |
|
— |
|
|
1,916 |
|
— |
|
|
1,148 |
|
— |
|
|
Total consumer loans |
|
|
241,624 |
|
4.7 |
|
|
317,562 |
|
6.4 |
|
|
432,230 |
|
8.9 |
|
|
535,949 |
|
12.3 |
|
|
672,987 |
|
16.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial loans |
|
|
370,898 |
|
7.2 |
|
|
313,209 |
|
6.4 |
|
|
322,119 |
|
6.7 |
|
|
353,553 |
|
8.1 |
|
|
348,955 |
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
612,522 |
|
11.9 |
|
|
630,771 |
|
12.8 |
|
|
754,349 |
|
15.6 |
|
|
889,502 |
|
20.4 |
|
|
1,021,942 |
|
24.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
5,144,667 |
|
100.0 |
% |
|
4,934,082 |
|
100.0 |
% |
|
4,827,250 |
|
100.0 |
% |
|
4,361,497 |
|
100.0 |
% |
|
4,120,834 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans in process |
|
|
863,722 |
|
|
|
|
850,661 |
|
|
|
|
958,436 |
|
|
|
|
793,664 |
|
|
|
|
585,305 |
|
|
|
|
Deferred fees and discounts |
|
|
9,260 |
|
|
|
|
7,104 |
|
|
|
|
7,400 |
|
|
|
|
6,500 |
|
|
|
|
4,869 |
|
|
|
|
Allowance for loan losses |
|
|
55,063 |
|
|
|
|
39,633 |
|
|
|
|
37,988 |
|
|
|
|
36,033 |
|
|
|
|
36,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total legacy loans receivable, net |
|
$ |
4,216,622 |
|
|
|
$ |
4,036,684 |
|
|
|
$ |
3,823,426 |
|
|
|
$ |
3,525,300 |
|
|
|
$ |
3,493,885 |
|
|
|
| (1) | Includes loans held for sale. |
| (2) | Total commercial real estate loans included industrial revenue bonds of $14.0 million, $13.2 million, $13.9 million, $21.7 million and $24.7 million at December 31, 2020, 2019, 2018, 2017 and 2016. |
9
Loans Acquired and Accounted for Under ASC 310-30 Portfolio Composition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|||||||||||||||||||||||
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016 |
|
|||||||||||||||
|
|
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
|||||
|
|
|
(Dollars In Thousands) |
|
|||||||||||||||||||||||
|
Real Estate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
59,271 |
|
57.8 |
% |
$ |
79,830 |
|
58.5 |
% |
$ |
102,153 |
|
55.4 |
% |
$ |
132,432 |
|
57.1 |
% |
$ |
169,541 |
|
54.7 |
% |
|
Other residential |
|
|
6,317 |
|
6.2 |
|
|
5,726 |
|
4.2 |
|
|
13,396 |
|
7.3 |
|
|
15,501 |
|
6.7 |
|
|
30,605 |
|
9.9 |
|
|
Commercial(1) |
|
|
25,067 |
|
24.4 |
|
|
29,886 |
|
21.9 |
|
|
34,853 |
|
18.9 |
|
|
41,218 |
|
17.8 |
|
|
56,548 |
|
18.2 |
|
|
Construction |
|
|
2,556 |
|
2.5 |
|
|
3,625 |
|
2.7 |
|
|
5,588 |
|
3.0 |
|
|
5,509 |
|
2.4 |
|
|
4,508 |
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
93,211 |
|
90.9 |
|
|
119,067 |
|
87.3 |
|
|
155,990 |
|
84.6 |
|
|
194,660 |
|
84.0 |
|
|
261,202 |
|
84.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Student loans |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
Home equity and improvement |
|
|
5,512 |
|
5.4 |
|
|
12,213 |
|
8.9 |
|
|
21,490 |
|
11.7 |
|
|
27,778 |
|
12.0 |
|
|
35,688 |
|
11.5 |
|
|
Other |
|
|
1,010 |
|
1.0 |
|
|
1,557 |
|
1.1 |
|
|
2,110 |
|
1.1 |
|
|
3,367 |
|
1.4 |
|
|
4,739 |
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
6,522 |
|
6.4 |
|
|
13,770 |
|
10.0 |
|
|
23,600 |
|
12.8 |
|
|
31,145 |
|
13.4 |
|
|
40,427 |
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial loans |
|
|
2,838 |
|
2.7 |
|
|
3,738 |
|
2.7 |
|
|
4,861 |
|
2.6 |
|
|
6,016 |
|
2.6 |
|
|
8,448 |
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
9,360 |
|
9.1 |
|
|
17,508 |
|
12.7 |
|
|
28,461 |
|
15.4 |
|
|
37,161 |
|
16.0 |
|
|
48,875 |
|
15.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans(2) |
|
|
102,571 |
|
100.0 |
% |
|
136,575 |
|
100.0 |
% |
|
184,451 |
|
100.0 |
% |
|
231,821 |
|
100.0 |
% |
|
310,077 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans in process |
|
|
— |
|
|
|
|
5 |
|
|
|
|
5 |
|
|
|
|
5 |
|
|
|
|
8 |
|
|
|
|
Allowance for loan losses |
|
|
680 |
|
|
|
|
661 |
|
|
|
|
421 |
|
|
|
|
459 |
|
|
|
|
625 |
|
|
|
|
Fair value discounts |
|
|
3,928 |
|
|
|
|
9,369 |
|
|
|
|
16,800 |
|
|
|
|
22,152 |
|
|
|
|
26,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable, net |
|
$ |
97,963 |
|
|
|
$ |
126,540 |
|
|
|
$ |
167,225 |
|
|
|
$ |
209,205 |
|
|
|
$ |
282,526 |
|
|
|
| (1) | Total commercial real estate loans included industrial revenue bonds of $1.1 million, $1.2 million, $1.4 million, $2.2 million and $2.5 million at December 31, 2020, 2019, 2018, 2017 and 2016, respectively. |
| (2) | At December 31, 2020, 2019, 2018 and 2017, none of these acquired loans were covered by an FDIC loss sharing agreement. |
Based upon the collectability analyses performed at the time of the acquisitions, we expected certain levels of foreclosures and charge-offs, and actual results through December 31, 2020, related to the FDIC-assisted acquired portfolios, have been better than our expectations. As a result, cash flows expected to be received from the acquired loan pools have increased, resulting in adjustments that were made to the related accretable yield which are discussed in Note 4 of the accompanying audited financial statements, included in Item 8 of this Report.
10
The following tables show the fixed- and adjustable-rate composition of the Bank’s loan portfolio at the dates indicated. Amounts shown for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank represent unpaid principal balances, before fair value discounts. The tables are based on information prepared in accordance with generally accepted accounting principles.
Legacy Great Southern Loan Portfolio Composition by Fixed- and Adjustable-Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|||||||||||||||||||||||
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016 |
|
|||||||||||||||
|
|
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
|||||
|
|
|
(Dollars In Thousands) |
|
|||||||||||||||||||||||
|
Fixed-Rate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
144,999 |
|
2.8 |
% |
$ |
151,765 |
|
3.1 |
% |
$ |
152,778 |
|
3.2 |
% |
$ |
148,790 |
|
3.4 |
% |
$ |
168,813 |
|
4.1 |
% |
|
Other residential |
|
|
358,443 |
|
7.0 |
|
|
394,140 |
|
8.0 |
|
|
387,744 |
|
8.0 |
|
|
279,593 |
|
6.4 |
|
|
304,387 |
|
7.4 |
|
|
Commercial |
|
|
734,952 |
|
14.3 |
|
|
763,209 |
|
15.5 |
|
|
686,832 |
|
14.2 |
|
|
603,183 |
|
13.8 |
|
|
589,354 |
|
14.3 |
|
|
Residential construction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
8,901 |
|
0.2 |
|
|
8,109 |
|
0.1 |
|
|
6,908 |
|
0.1 |
|
|
7,998 |
|
0.2 |
|
|
10,950 |
|
0.3 |
|
|
Other residential |
|
|
52,261 |
|
1.0 |
|
|
39,223 |
|
0.8 |
|
|
19,165 |
|
0.4 |
|
|
6,636 |
|
0.2 |
|
|
26,487 |
|
0.6 |
|
|
Commercial construction |
|
|
811,138 |
|
15.8 |
|
|
758,525 |
|
15.4 |
|
|
922,418 |
|
19.2 |
|
|
717,350 |
|
16.4 |
|
|
530,375 |
|
12.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
2,110,694 |
|
41.0 |
|
|
2,114,971 |
|
42.9 |
|
|
2,175,845 |
|
45.1 |
|
|
1,763,550 |
|
40.4 |
|
|
1,630,366 |
|
39.6 |
|
|
Consumer |
|
|
118,800 |
|
2.3 |
|
|
190,698 |
|
3.9 |
|
|
301,627 |
|
6.2 |
|
|
411,068 |
|
9.4 |
|
|
553,800 |
|
13.4 |
|
|
Other commercial |
|
|
272,248 |
|
5.3 |
|
|
174,180 |
|
3.5 |
|
|
186,030 |
|
3.9 |
|
|
203,388 |
|
4.7 |
|
|
194,431 |
|
4.7 |
|
|
Total fixed-rate loans |
|
|
2,501,742 |
|
48.6 |
|
|
2,479,849 |
|
50.3 |
|
|
2,663,502 |
|
55.2 |
|
|
2,378,006 |
|
54.5 |
|
|
2,378,597 |
|
57.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable-Rate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
457,787 |
|
8.9 |
|
|
364,836 |
|
7.4 |
|
|
248,176 |
|
5.1 |
|
|
169,396 |
|
3.9 |
|
|
184,896 |
|
4.5 |
|
|
Other residential |
|
|
662,702 |
|
12.9 |
|
|
471,866 |
|
9.6 |
|
|
397,150 |
|
8.3 |
|
|
466,052 |
|
10.7 |
|
|
358,991 |
|
8.7 |
|
|
Commercial |
|
|
832,728 |
|
16.2 |
|
|
744,152 |
|
15.1 |
|
|
698,543 |
|
14.5 |
|
|
653,803 |
|
15.0 |
|
|
622,290 |
|
15.1 |
|
|
Residential construction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
16,734 |
|
0.3 |
|
|
13,839 |
|
0.3 |
|
|
19,775 |
|
0.4 |
|
|
15,268 |
|
0.4 |
|
|
15,814 |
|
0.4 |
|
|
Other residential |
|
|
321,927 |
|
6.3 |
|
|
451,575 |
|
9.1 |
|
|
357,410 |
|
7.4 |
|
|
202,247 |
|
4.6 |
|
|
175,715 |
|
4.3 |
|
|
Commercial construction |
|
|
129,573 |
|
2.5 |
|
|
142,072 |
|
2.9 |
|
|
176,002 |
|
3.6 |
|
|
201,679 |
|
4.6 |
|
|
110,820 |
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
2,421,451 |
|
47.1 |
|
|
2,188,340 |
|
44.4 |
|
|
1,897,056 |
|
39.3 |
|
|
1,708,445 |
|
39.2 |
|
|
1,468,526 |
|
35.7 |
|
|
Consumer |
|
|
122,824 |
|
2.4 |
|
|
126,864 |
|
2.5 |
|
|
130,603 |
|
2.7 |
|
|
124,881 |
|
2.9 |
|
|
119,187 |
|
2.9 |
|
|
Other commercial |
|
|
98,650 |
|
1.9 |
|
|
139,029 |
|
2.8 |
|
|
136,089 |
|
2.8 |
|
|
150,165 |
|
3.4 |
|
|
154,524 |
|
3.7 |
|
|
Total adjustable-rate loans |
|
|
2,642,925 |
|
51.7 |
|
|
2,454,233 |
|
49.7 |
|
|
2,163,748 |
|
44.8 |
|
|
1,983,491 |
|
45.5 |
|
|
1,742,237 |
|
42.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
5,144,667 |
|
100.0 |
% |
|
4,934,082 |
|
100.0 |
% |
|
4,827,250 |
|
100.0 |
% |
|
4,361,497 |
|
100.0 |
% |
|
4,120,834 |
|
100.0 |
% |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans in process |
|
|
863,722 |
|
|
|
|
850,661 |
|
|
|
|
958,436 |
|
|
|
|
793,664 |
|
|
|
|
585,305 |
|
|
|
|
Deferred fees and discounts |
|
|
9,260 |
|
|
|
|
7,104 |
|
|
|
|
7,400 |
|
|
|
|
6,500 |
|
|
|
|
4,869 |
|
|
|
|
Allowance for loan losses |
|
|
55,063 |
|
|
|
|
39,633 |
|
|
|
|
37,988 |
|
|
|
|
36,033 |
|
|
|
|
36,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total legacy loans receivable, net |
|
$ |
4,216,622 |
|
|
|
$ |
4,036,684 |
|
|
|
$ |
3,823,426 |
|
|
|
$ |
3,525,300 |
|
|
|
$ |
3,493,885 |
|
|
|
11
Loans Acquired and Accounted for Under ASC 310-30 Composition by Fixed- and Adjustable-Rates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|||||||||||||||||||||||
|
|
|
2020 |
|
2019 |
|
2018 |
|
2017 |
|
2016 |
|
|||||||||||||||
|
|
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
Amount |
|
% |
|
|||||
|
|
|
(Dollars In Thousands) |
|
|||||||||||||||||||||||
|
Fixed-Rate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
22,937 |
|
22.3 |
% |
$ |
32,642 |
|
23.9 |
% |
$ |
41,460 |
|
22.5 |
% |
$ |
54,302 |
|
23.4 |
% |
$ |
72,738 |
|
23.5 |
% |
|
Other residential |
|
|
6,139 |
|
6.0 |
|
|
5,531 |
|
4.1 |
|
|
12,572 |
|
6.8 |
|
|
13,129 |
|
5.7 |
|
|
25,593 |
|
8.2 |
|
|
Commercial |
|
|
21,503 |
|
21.0 |
|
|
25,177 |
|
18.4 |
|
|
27,194 |
|
14.7 |
|
|
25,973 |
|
11.2 |
|
|
29,043 |
|
9.4 |
|
|
Construction |
|
|
2,344 |
|
2.3 |
|
|
3,303 |
|
2.4 |
|
|
4,598 |
|
2.5 |
|
|
4,297 |
|
1.9 |
|
|
2,176 |
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
52,923 |
|
51.6 |
|
|
66,653 |
|
48.8 |
|
|
85,824 |
|
46.5 |
|
|
97,701 |
|
42.2 |
|
|
129,550 |
|
41.8 |
|
|
Consumer |
|
|
1,206 |
|
1.2 |
|
|
1,921 |
|
1.4 |
|
|
2,447 |
|
1.3 |
|
|
3,712 |
|
1.6 |
|
|
5,111 |
|
1.6 |
|
|
Other commercial |
|
|
2,623 |
|
2.5 |
|
|
3,076 |
|
2.3 |
|
|
3,354 |
|
1.9 |
|
|
3,819 |
|
1.6 |
|
|
4,917 |
|
1.6 |
|
|
Total fixed-rate loans |
|
|
56,752 |
|
55.3 |
|
|
71,650 |
|
52.5 |
|
|
91,625 |
|
49.7 |
|
|
105,232 |
|
45.4 |
|
|
139,578 |
|
45.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable-Rate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
36,334 |
|
35.4 |
|
|
47,188 |
|
34.6 |
|
|
60,693 |
|
32.9 |
|
|
78,130 |
|
33.7 |
|
|
96,803 |
|
31.2 |
|
|
Other residential |
|
|
178 |
|
0.2 |
|
|
195 |
|
0.1 |
|
|
824 |
|
0.4 |
|
|
2,372 |
|
1.0 |
|
|
5,012 |
|
1.6 |
|
|
Commercial |
|
|
3,564 |
|
3.5 |
|
|
4,709 |
|
3.4 |
|
|
7,659 |
|
4.2 |
|
|
15,245 |
|
6.6 |
|
|
27,505 |
|
8.9 |
|
|
Construction |
|
|
212 |
|
0.2 |
|
|
322 |
|
0.3 |
|
|
990 |
|
0.5 |
|
|
1,212 |
|
0.5 |
|
|
2,332 |
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
40,288 |
|
39.3 |
|
|
52,414 |
|
38.4 |
|
|
70,166 |
|
38.0 |
|
|
96,959 |
|
41.8 |
|
|
131,652 |
|
42.5 |
|
|
Consumer |
|
|
5,316 |
|
5.2 |
|
|
11,849 |
|
8.6 |
|
|
21,153 |
|
11.5 |
|
|
27,433 |
|
11.8 |
|
|
35,316 |
|
11.4 |
|
|
Other commercial |
|
|
215 |
|
0.2 |
|
|
662 |
|
0.5 |
|
|
1,507 |
|
0.8 |
|
|
2,197 |
|
1.0 |
|
|
3,531 |
|
1.1 |
|
|
Total adjustable-rate loans |
|
|
45,819 |
|
44.7 |
|
|
64,925 |
|
47.5 |
|
|
92,826 |
|
50.3 |
|
|
126,589 |
|
54.6 |
|
|
170,499 |
|
55.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
102,571 |
|
100.0 |
% |
|
136,575 |
|
100.0 |
% |
|
184,451 |
|
100.0 |
% |
|
231,821 |
|
100.0 |
% |
|
310,077 |
|
100.0 |
% |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans in process |
|
|
— |
|
|
|
|
5 |
|
|
|
|
5 |
|
|
|
|
5 |
|
|
|
|
8 |
|
|
|
|
Allowance for loan losses |
|
|
680 |
|
|
|
|
661 |
|
|
|
|
421 |
|
|
|
|
459 |
|
|
|
|
625 |
|
|
|
|
Fair value discounts |
|
|
3,928 |
|
|
|
|
9,369 |
|
|
|
|
16,800 |
|
|
|
|
22,152 |
|
|
|
|
26,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable, net |
|
$ |
97,963 |
|
|
|
$ |
126,540 |
|
|
|
$ |
167,225 |
|
|
|
$ |
209,205 |
|
|
|
$ |
282,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
The following tables present the contractual maturities of loans at December 31, 2020. Amounts shown for acquired loans represent unpaid principal balances, before fair value discounts. The tables are based on information prepared in accordance with generally accepted accounting principles.
Legacy Great Southern Loan Portfolio Composition by Contractual Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
One to Five |
|
After Five |
|
|
|
|||
|
|
|
One Year |
|
Years |
|
Years |
|
Total |
||||
|
|
|
(In Thousands) |
||||||||||
|
Real Estate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
28,901 |
|
$ |
76,817 |
|
$ |
497,068 |
|
$ |
602,786 |
|
Other residential |
|
|
381,311 |
|
|
581,161 |
|
|
58,673 |
|
|
1,021,145 |
|
Commercial |
|
|
510,891 |
|
|
875,695 |
|
|
181,094 |
|
|
1,567,680 |
|
Residential construction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
17,383 |
|
|
4,238 |
|
|
4,014 |
|
|
25,635 |
|
Other residential |
|
|
80,796 |
|
|
277,448 |
|
|
15,944 |
|
|
374,188 |
|
Commercial construction |
|
|
817,781 |
|
|
119,962 |
|
|
2,968 |
|
|
940,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
1,837,063 |
|
|
1,935,321 |
|
|
759,761 |
|
|
4,532,145 |
|
Other Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile and other |
|
|
22,246 |
|
|
82,936 |
|
|
21,753 |
|
|
126,935 |
|
Home equity and improvement |
|
|
11,046 |
|
|
36,948 |
|
|
66,695 |
|
|
114,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
33,292 |
|
|
119,884 |
|
|
88,448 |
|
|
241,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial loans |
|
|
141,667 |
|
|
188,272 |
|
|
40,959 |
|
|
370,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
174,959 |
|
|
308,156 |
|
|
129,407 |
|
|
612,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
2,012,022 |
|
$ |
2,243,477 |
|
$ |
889,168 |
|
$ |
5,144,667 |
As of December 31, 2020, legacy loans due after December 31, 2021 with fixed interest rates totaled $1.2 billion and loans due after December 31, 2021 with adjustable rates totaled $1.9 billion.
13
Loans Acquired and Accounted for Under ASC 310-30 Portfolio Composition by Contractual Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than |
|
One to Five |
|
After Five |
|
|
|
|||
|
|
|
One Year |
|
Years |
|
Years |
|
Total |
||||
|
|
|
(In Thousands) |
|
|||||||||
|
Real Estate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
5,465 |
|
$ |
8,128 |
|
$ |
45,678 |
|
$ |
59,271 |
|
Other residential |
|
|
909 |
|
|
3,996 |
|
|
1,412 |
|
|
6,317 |
|
Commercial |
|
|
3,822 |
|
|
18,888 |
|
|
2,357 |
|
|
25,067 |
|
Construction |
|
|
185 |
|
|
2,216 |
|
|
155 |
|
|
2,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
10,381 |
|
|
33,228 |
|
|
49,602 |
|
|
93,211 |
|
Other Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity and improvement |
|
|
881 |
|
|
3,970 |
|
|
661 |
|
|
5,512 |
|
Automobile and other |
|
|
8 |
|
|
616 |
|
|
386 |
|
|
1,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
889 |
|
|
4,586 |
|
|
1,047 |
|
|
6,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other commercial loans |
|
|
2,397 |
|
|
412 |
|
|
29 |
|
|
2,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
3,286 |
|
|
4,998 |
|
|
1,076 |
|
|
9,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
13,667 |
|
$ |
38,226 |
|
$ |
50,678 |
|
$ |
102,571 |
As of December 31, 2020, acquired loans due after December 31, 2021 with fixed interest rates totaled $44.7 million and loans due after December 31, 2021 with adjustable rates totaled $44.2 million.
At December 31, 2020, $87.3 million, or 2.0%, of total loans were secured by junior lien mortgages and $14.6 million, or 2.6% of residential real estate loans, were interest only residential real estate loans. At December 31, 2019, $106.5 million, or 2.5%, of total loans were secured by junior lien mortgages and $8.6 million, or 1.8% of residential real estate loans, were interest only residential real estate loans. While high loan-to-value ratio mortgage loans are occasionally originated and held, they are typically either considered low risk based on analyses performed or are required to have private mortgage insurance. The Company does not originate or hold option ARM loans or significant amounts of loans with initial teaser rates or subprime loans in its residential real estate portfolio.
To monitor and control risks related to concentrations of credit in the composition of the loan portfolio, management reviews the loan portfolio by loan types, industries and market areas on a monthly basis for credit quality and known and anticipated market conditions. Changes in loan portfolio composition may be made by management based on the performance of each area of business, known and anticipated market conditions, credit demands, the deposit structure of the Bank and the expertise and/or depth of the lending staff. Loan portfolio industry and market areas are monitored regularly for credit quality and trends. Reports detailed by industry and geography are provided to the Board of Directors on a monthly and quarterly basis.
The composition of the Bank’s loan portfolio has changed over the past several years; speculative construction and land development loan types have been limited, commercial real estate loan types have been stabilized and diversified and emphasis has been placed on increasing our other residential (multi-family), commercial business and, prior to 2017, consumer loan portfolios.
14
Environmental Issues
Loans secured by real property, whether commercial, residential or other, may have a material, negative effect on the financial position and results of operations of the lender if the collateral is environmentally contaminated. The result can be, but is not necessarily limited to, liability for the cost of cleaning up the contamination imposed on the lender by certain federal and state laws, a reduction in the borrower’s ability to pay because of the liability imposed upon it for any clean-up costs, a reduction in the value of the collateral because of the presence of contamination or a subordination of security interests in the collateral to a super priority lien securing the cleanup costs by certain state laws.
Management is aware of the risk that the Bank may be negatively affected by environmentally contaminated collateral and attempts to control this risk through commercially reasonable methods, consistent with guidelines arising from applicable government or regulatory rules and regulations, and to a more limited extent, publications of the lending industry. Management currently is unaware (without, in many circumstances, specific inquiry or investigation of existing collateral, some of which was accepted as collateral before risk controlling measures were implemented) of any environmental contamination of real property securing loans in the Bank’s portfolio that would subject the Bank to any material risk. No assurance can be given, however, that the Bank will not be adversely affected by environmental contamination.
Residential Real Estate Lending
At December 31, 2020 and 2019, loans secured by residential real estate, excluding that which is under construction and excluding all FDIC-assisted acquired loans, totaled $1.6 billion and $1.4 billion, respectively, and represented approximately 31.0% and 27.3%, respectively, of the Bank's total loan portfolio. At December 31, 2020 and 2019, FDIC-assisted acquired loans (net of fair value discounts) secured by residential real estate totaled $63 million and $80 million, respectively, and represented approximately 1.2% and 1.6%, respectively, of the Bank’s total loan portfolio. The Bank's legacy residential real estate loan portfolio increased during 2020, due to organic growth in both single-family and other residential (multi-family) loans. For many years, other residential (multi-family) loan balances have increased as the Bank has continued to emphasize this type of loan. The Bank's legacy other residential (multi-family) loan portfolio grew by about 18% and 10% in 2020 and 2019, respectively. In 2016, the Bank completed a non-FDIC-assisted acquisition of a portfolio of one- to four-family residential loans as part of the acquisition of branches and deposits in St. Louis, Mo. from Fifth Third Bank.
The Bank currently is originating one- to four-family adjustable-rate residential mortgage loans primarily with one-year adjustment periods or with rates that are fixed for the first few years of the loan and then adjust annually. Rate adjustments on loans originated prior to July 2001 are based upon changes in prevailing rates for one-year U.S. Treasury securities. Rate adjustments on loans originated since July 2001 are based upon either changes in the average of interbank offered rates for twelve-month U.S. Dollar-denominated deposits in the London Market (LIBOR) or changes in prevailing rates for one-year U.S. Treasury securities. Rate adjustments are generally limited to 2% maximum annually as well as a maximum aggregate adjustment over the life of the loan. Accordingly, the interest rates on these loans typically may not be as rate sensitive as is the Bank's cost of funds. Generally, the Bank's adjustable-rate mortgage loans are not convertible into fixed-rate loans, do not permit negative amortization of principal and carry no prepayment penalty. The Bank also currently is originating other residential (multi-family) mortgage loans with interest rates that are generally either adjustable with changes to the prime rate of interest or fixed for short periods of time (three to seven years). LIBOR interest rates are expected to be phased out over time and be replaced with other market index rates. See Item 1A. Risk Factors – “Risks Relating to the Company and the Bank – Risks Relating to Market Interest Rates – The replacement of the LIBOR benchmark interest rate may adversely affect us.”
The Bank's portfolio of adjustable-rate mortgage loans also includes a number of loans with different adjustment periods, without limitations on periodic rate increases and rate increases over the life of the loans, or which are tied to other short-term market indices. These loans were originated prior to the industry standardization of adjustable-rate loans. Since the adjustable-rate mortgage loans currently held in the Bank's portfolio have not been subject to an interest rate environment which causes them to adjust to the maximum, these loans entail unquantifiable risks resulting from potential increased payment obligations on the borrower as a result of upward repricing. The indices used by Great Southern for these types of loans have increased, but not significantly, at various times in the past five years. Compared to fixed-rate mortgage loans, these loans are subject to increased risk of delinquency or default if a higher, fully-indexed rate of interest subsequently comes into effect in replacement of a lower rate currently in effect. From 2008 through 2012, as a result of the significant recession in the economy, including residential real estate, the Bank experienced a significant increase in delinquencies in adjustable-rate mortgage loans. In 2013 through 2020, these delinquencies trended lower.
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However, in 2020, due to the COVID-19 pandemic, some borrowers requested payment deferrals on their mortgage loans. See Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Loan Modifications.”
In underwriting one- to four-family residential real estate loans, Great Southern evaluates the borrower’s ability to make monthly payments and the value of the property securing the loan. It is the policy of Great Southern that generally all one- to four-family residential loans in excess of 80% of the appraised value of the property be insured by a private mortgage insurance company approved by Great Southern for the amount of the loan in excess of 80% of the appraised value. In addition, Great Southern requires borrowers to obtain title and fire and casualty insurance in an amount not less than the amount of the loan. Real estate loans originated by the Bank generally contain a “due on sale” clause allowing the Bank to declare the unpaid principal balance due and payable upon the sale of the property securing the loan. The Bank may enforce these due on sale clauses to the extent permitted by law.
Commercial Real Estate and Construction Lending
Commercial real estate lending has been a significant part of Great Southern's business activities since the mid-1980s. Great Southern engages in commercial real estate lending in order to increase the potential yield on, and the proportion of interest rate sensitive loans in, its portfolio. At December 31, 2008, commercial real estate loans and commercial construction loans each made up about one fourth of the total loan portfolio. The economic recession that began in 2008 resulted in reduced activity in the market caused by the downturn in the economy and reduced real estate values. In response, Great Southern began limiting residential and commercial land development lending to reduce the risk in the portfolio and began originating an increased amount of commercial real estate loans. Since December 31, 2008, the commercial construction loan portfolio has decreased from 32% of the loan portfolio to 17% of the loan portfolio at December 31, 2020, while, overall, the percentage of commercial real estate loans in the total loan portfolio has trended upward. The increase in commercial real estate loans in 2015-2019 reflects some economic improvement with increased investor activity in sales and purchases of these types of properties and refinancings of loans secured by these types of properties. Excluding FDIC-assisted acquired loans, over the last three years, commercial real estate loans made up approximately 28-30% of the total loan portfolio while commercial construction loans were 15-22%. The COVID-19 pandemic generally caused a decrease in commercial real estate lending activity in 2020. See "Government Supervision and Regulation" below.
At December 31, 2020 and 2019, loans secured by commercial real estate, excluding that which is under construction and also excluding all FDIC-assisted acquired loans, totaled $1.6 billion and $1.5 billion, respectively, or approximately 29.9% and 29.7%, respectively, of the Bank's total loan portfolio. At December 31, 2020 and 2019, FDIC-assisted acquired loans (net of fair value discounts) secured by commercial real estate totaled $25 million and $30 million, respectively, and represented approximately 0.5% and 0.6%, respectively, of the Bank’s total loan portfolio. In addition, at December 31, 2020 and 2019, construction loans, excluding all FDIC-assisted acquired loans, secured by projects under construction and the land on which the projects are located aggregated $1.3 billion and $1.4 billion, respectively, or 25.6% and 27.4%, respectively, of the Bank's total loan portfolio. At December 31, 2020 and 2019, FDIC-assisted acquired construction loans (net of fair value discounts) totaled $3 million and $4 million, respectively, and represented approximately 0.05% and 0.1%, respectively, of the Bank’s total loan portfolio. A majority of the Bank's commercial real estate loans have been originated with adjustable rates of interest, most of which are tied either to the national prime rate or LIBOR interest rates, or fixed rates of interest with short-term maturities. A large majority of the Bank’s commercial real estate loans (both fixed and adjustable) mature in five years or less. Substantially all of these loans were originated with loan commitments which did not exceed 80% of the appraised value of the properties securing the loans.
The Bank's construction loans generally have a term of eighteen months or less. The construction loan agreements for one- to four-family projects generally require principal reductions as individual condominium units or single-family houses are built and sold to a third party. This ensures that the remaining loan balance, as a proportion of the value of the remaining security, does not increase, assuming that the value of the remaining security does not decrease. Loan proceeds are disbursed in increments as construction progresses. Generally, the amount of each disbursement is based on the construction cost estimate with inspections of the project performed in connection with each disbursement request. Normally, Great Southern's commercial real estate and other residential construction loans are made either as the initial stage of a combination loan (i.e., with a commitment from the Bank to provide permanent financing upon completion of the project) or with a commitment from a third party to provide permanent financing.
The Bank's commercial real estate and construction loan portfolios consist of loans with diverse collateral types. The following table sets forth loans that were secured by certain types of collateral at December 31, 2020, excluding FDIC-assisted acquired loans. These
16
collateral types represent the five highest percentage concentrations of commercial real estate and construction loan types in the loan portfolio.
Commercial real estate lending and construction lending generally affords the Bank an opportunity to receive interest at rates higher than those obtainable from residential mortgage lending and to receive higher origination and other loan fees. In addition, commercial real estate loans and construction loans are generally made with adjustable rates of interest or, if made on a fixed-rate basis, for relatively short terms. Nevertheless, commercial real estate lending entails significant additional risks as compared with residential mortgage lending. Commercial real estate loans typically involve large loan balances to single borrowers or groups of related borrowers. In addition, the payment experience on loans secured by commercial properties is typically dependent on the successful operation of the related real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy generally.
Construction loans involve additional risks attributable to the fact that loan funds are advanced based on the value of the project under construction, which is of uncertain value prior to the completion of construction. Moreover, because of the uncertainties inherent in estimating construction costs, delays arising from labor problems, material shortages, and other unpredictable contingencies, it is relatively difficult to evaluate accurately the total loan funds required to complete a project, and the related loan-to-value ratios. See also the discussion under the headings "- Classified Assets" and "- Loan Delinquencies and Defaults" below.
The Company executes interest rate swaps with certain commercial banking customers to facilitate their respective risk management strategies. The Company began offering this service during 2011. 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. As of December 31, 2020, the Company had 19 interest rate swaps totaling $142.8 million in notional amount with commercial customers, and 19 interest rate swaps with the same notional amount with third parties related to this program. As of December 31, 2019, the Company had 19 interest rate swaps totaling $96.0 million in notional amount with commercial customers, and 19 interest rate swaps with the same notional amount with third parties related to this program. 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. Five of the seven acquired loans with interest rate swaps have paid off. The notional amount of the two remaining Valley swaps was $584,000 at December 31, 2020. During the years ended December 31, 2020 and 2019, the Company recognized net losses of $264,000 and $104,000 respectively, in noninterest income related to changes in the fair value of interest rate swaps.
Other Commercial Lending
At December 31, 2020 and 2019, Great Southern had $371 million and $313 million, respectively, in other commercial loans outstanding, excluding all FDIC-assisted acquired loans, or 7.1% and 6.2%, respectively, of the Bank's total loan portfolio. At December 31, 2020 and 2019, FDIC-assisted acquired other commercial loans (net of fair value discounts) totaled $3 million and $3 million, respectively, and represented approximately 0.05% and 0.07%, respectively, of the Bank’s total loan portfolio. Great Southern's other commercial lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory and equipment. Great Southern expects to continue to originate loans in this category subject to market conditions and applicable regulatory restrictions. See "Government Supervision and Regulation" below.
17
In 2020, the increase in other commercial loans was primarily related to loans originated as part of the SBA's Paycheck Protection Program ("PPP") lending. At December 31, 2020, the outstanding balance of PPP loans was approximately $95 million. We expect the majority of these loans will be repaid during the first half of 2021. In early 2021, another round of PPP lending was approved by the SBA. Great Southern is participating in this next round of PPP lending and, from the inception of this round of the program through the end of February 2021, has originated approximately $45 million of such loans.
Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property, the value of which tends to be more easily ascertainable, other commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. Commercial loans are generally secured by business assets, such as accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of other commercial loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.
The Bank's management recognizes the generally increased risks associated with other commercial lending. Great Southern's commercial lending policy emphasizes complete credit file documentation and analysis of the borrower's character, capacity to repay the loan, the adequacy of the borrower's capital and collateral as well as an evaluation of the industry conditions affecting the borrower. Review of the borrower's past, present and future cash flows is also an important aspect of Great Southern's credit analysis. In addition, the Bank generally obtains personal guarantees from the borrowers on these types of loans. Historically, the majority of Great Southern's commercial loans have been to borrowers in southwestern and central Missouri and the St. Louis, Mo. area. With the FDIC-assisted acquisitions in 2009, 2011, 2012 and 2014, geographic concentrations for commercial loans expanded to include the greater Kansas City, Mo. area, several areas in Iowa, and the Minneapolis-St. Paul, Minn. area. Great Southern has continued its commercial lending in all of these geographic areas as well as through our loan production offices in Atlanta, Chicago, Dallas, Denver, Omaha and Tulsa.
As part of its commercial lending activities, Great Southern issues letters of credit and receives fees averaging approximately 1% of the amount of the letter of credit per year. At December 31, 2020, Great Southern had 65 letters of credit outstanding in the aggregate amount of $16.1 million. Approximately 42% of the aggregate dollar amount of these letters of credit was secured, including 22 letter of credit totaling $6.8 million secured by real estate.
Consumer Lending
Consumer loans generally have short terms to maturity, thus reducing Great Southern's exposure to changes in interest rates, and carry higher rates of interest than do residential mortgage loans. In addition, Great Southern believes offering consumer loan products helps expand and create stronger ties to its existing customer base.
Great Southern offers a variety of secured consumer loans, including automobile loans, boat loans, home equity loans and loans secured by savings deposits. In addition, Great Southern also offers home improvement loans and unsecured consumer loans. Consumer loans, excluding all FDIC-assisted acquired loans, totaled $242 million and $318 million at December 31, 2020 and 2019, respectively, or 4.6% and 6.3%, respectively, of the Bank's total loan portfolio. At December 31, 2020 and 2019, FDIC-assisted acquired consumer loans (net of fair value discounts) totaled $6 million and $11 million, respectively, and represented approximately 0.1% and 0.2%, respectively, of the Bank’s total loan portfolio.
The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the underlying collateral, if any, in relation to the proposed loan amount.
Beginning in 1998, the Bank implemented indirect lending relationships, primarily with automobile dealerships. Through these dealer relationships, the dealer completes the application with the consumer and then submits it to the Bank for credit approval. While the Bank’s initial and ongoing concentrated effort was on automobiles, the program evolved for use from time to time with other tangible products where financing of the product is provided through the seller, including, to a lesser extent, boats and manufactured homes. At December 31, 2020 and 2019, the Bank had $127 million and $199 million, respectively, of auto, boat, modular home and recreational vehicle loans in its portfolio, including FDIC-assisted acquired loans totaling $1 million and $2 million, respectively.
18
Indirect consumer loans decreased significantly after 2017, primarily due to tightened underwriting guidelines on automobile lending implemented by the Company in the latter part of 2016, and were $66 million and $130 million at December 31, 2020 and 2019, respectively. The total indirect consumer loan portfolio at December 31, 2020 was comprised of the following types of loans: $48 million of used auto loans, $17 million of manufactured home loans and various other loans including loans for new autos, RVs, boats, ATVs and motorcycles.
The environment for providing indirect automobile lending services has been difficult over the last several years. In the latter part of 2016, in response to more challenging consumer credit conditions, the Company tightened its underwriting guidelines on automobile lending. Management took this step in an effort to improve credit quality in the portfolio and lower delinquencies and charge-offs. The changes in underwriting guidelines resulted in lower origination volume, and as such, outstanding consumer auto loan balances have decreased significantly since the end of 2016. After a review of the indirect automobile lending model, the decision was made to exit this business line effective March 31, 2019. Market and financial forces, including strong rate competition for well-qualified borrowers, have made indirect automobile lending less profitable over the long term. The Company will continue servicing indirect automobile loans made before March 31, 2019, until each loan agreement is satisfied. Direct consumer lending through the Company’s banking center network is expected to continue as normal.
Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower's continuing financial strength, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state consumer bankruptcy and insolvency laws, may limit the amount which can be recovered on these loans. These loans may also give rise to claims and defenses by a consumer loan borrower against an assignee of these loans such as the Bank, and a borrower may be able to assert against the assignee claims and defenses which it has against the seller of the underlying collateral.
Originations, Purchases, Sales and Servicing of Loans
The Bank originates loans through internal loan production personnel located in the Bank’s main and branch offices, as well as loan production offices. Walk-in customers and referrals from existing customers of the Company are also important sources of loan originations.
Great Southern may also purchase whole loans and participation interests in loans (generally without recourse, except in cases of breach of representation, warranty or covenant) from other banks, thrift institutions and life insurance companies (originators). The purchase transaction is governed by a participation agreement entered into by the originator and participant (Great Southern) containing guidelines as to ownership, control and servicing rights, among others. The originator may retain all rights with respect to enforcement, collection and administration of the loan. This may limit Great Southern’s ability to control its credit risk when it purchases participations in these loans. For instance, the terms of participation agreements vary; however, generally Great Southern may not have direct access to the borrower, and the institution administering the loan may have some discretion in the administration of performing loans and the collection of non-performing loans.
Over the years, a number of banks, both locally and regionally, have sought to diversify the risk in their portfolios. In order to take advantage of this situation, Great Southern purchases participations in commercial real estate, commercial construction and other commercial loans. Great Southern subjects these loans to its normal underwriting standards used for originated loans and rejects any credits that do not meet those guidelines. The originating bank generally retains the servicing of these loans. The Bank purchased $92.1 million and $97.2 million of these loans in the fiscal years ended December 31, 2020 and 2019, respectively. Of the total $270.5 million of purchased participation loans outstanding at December 31, 2020, the largest aggregate amount outstanding purchased from one institution was $50.7 million. This amount was comprised of seven loans, four of which were secured by a hotel in St. Louis, Missouri, two were secured by warehouses, and one was secured by investment tax credits. At December 31, 2020 and 2019, FDIC-assisted acquired loans which were never covered by loss sharing agreements included purchased and participation loans of $8.3 million and $8.4 million, respectively. These amounts represent the undiscounted balance of these loans.
19
From time to time, Great Southern also sells non-residential loan participations generally without recourse to private investors, such as other banks, thrift institutions and life insurance companies (participants). The sales transaction is governed by a participation agreement entered into by the originator (Great Southern) and participant containing guidelines as to ownership, control and servicing rights, among others. Great Southern generally retains servicing rights for these participations sold. These participations are sold with a provision for repurchase upon breach of representation, warranty or covenant.
Great Southern also sells whole residential real estate loans without recourse to Freddie Mac and Fannie Mae as well as to private investors, such as other banks, thrift institutions, mortgage companies and life insurance companies. Whole real estate loans are sold with a provision for repurchase upon breach of representation, warranty or covenant. These representations, warranties and covenants include those regarding the compliance of loan originations with all applicable legal requirements, mortgage title insurance policies when applicable, enforceable liens on collateral, collateral type, borrower creditworthiness, private mortgage insurance when required and compliance with all applicable federal regulations. A minimal number of repurchase requests have been received to date based on a breach of representations, warranties or covenants as outlined in the investor contracts. These loans are generally sold for cash in amounts equal to the unpaid principal amount of the loans adjusted for current market yields to the buyer. The sale amounts generally produce gains to the Bank and allow a margin for servicing income on loans when the servicing is retained by the Bank. However, residential real estate loans sold in recent years have primarily been with Great Southern releasing control of the servicing of the loans.
The Bank sold one- to four-family whole real estate loans, SBA-guaranteed loans and loan participations in aggregate amounts of $309.1 million, $128.4 million and $90.6 million during fiscal 2020, 2019, and 2018, respectively. The Bank typically sells long-term fixed rate mortgages. Sales of whole real estate loans and participations in real estate loans can be beneficial to the Bank since these sales generally generate income at the time of sale, produce future servicing income on loans where servicing is retained, provide funds for additional lending and other investments, and increase liquidity.
Gains, losses and transfer fees on sales of loans and loan participations are recognized at the time of the sale. When real estate loans and loan participations sold have an average contractual interest rate that differs from the agreed upon yield to the purchaser (less the agreed upon servicing fee), resulting gains or losses are recognized in an amount equal to the present value of the differential over the estimated remaining life of the loans. Any resulting discount or premium is accreted or amortized over the same estimated life using a method approximating the level yield interest method. When real estate loans and loan participations are sold with servicing released, as the Bank primarily does, an additional fee is received for the servicing rights. Net gains and transfer fees on sales of loans for the years ended December 31, 2020, 2019 and 2018 were $8.1 million, $2.6 million and $1.8 million, respectively. These gains were primarily from the sale of fixed-rate residential loans, with a small amount resulting from the sale of SBA-guaranteed loans in 2020 and 2019. The increase in 2020 was related to an increase in fixed rate single-family mortgage loans originated that are generally subsequently sold in the secondary market.
The Bank serviced loans owned by others totaling approximately $462.7 million and $349.9 million at December 31, 2020 and 2019, respectively. Of the total loans serviced for others at December 31, 2020, $308.4 million related to commercial real estate, commercial business and construction loans, portions of which were sold to other parties. The remaining $154.3 million of loans serviced for others related to one- to four-family real estate loans which the Bank had originated and sold, but retained the obligation to service, or had acquired the servicing through various FDIC-assisted transactions. The servicing of these loans generated fees (net of amortization of the servicing rights) to the Bank for the years ended December 31, 2020, 2019 and 2018, of $637,000, $167,000 and $185,000, respectively.
In addition to interest earned on loans and loan origination fees, the Bank receives fees for loan commitments, letters of credit, prepayments, modifications, late payments, transfers of loans due to changes of property ownership and other miscellaneous services. The fees vary from time to time, generally depending on the supply of funds and other competitive conditions in the market. Fees from prepayments, commitments, letters of credit and late payments totaled $1.6 million, $1.7 million and $1.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Loan origination fees, net of related costs, are accounted for in accordance with FASB ASC 310-20, Receivables – Nonrefundable Fees and Other Costs. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized in interest income using the level-yield method over the contractual life of the loan. For further discussion of this matter, see Note 1 of the accompanying audited financial statements, included in Item 8 of this Report.
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Loan Delinquencies and Defaults
When a borrower fails to make a required payment on a loan, the Bank attempts to cause the delinquency to be cured by contacting the borrower. In the case of loans secured by residential real estate, a late notice is sent 15 days after the due date. If the delinquency is not cured by the 30th day, a delinquent notice is sent to the borrower.
Additional written contacts are made with the borrower 45 and 60 days after the due date. If the delinquency continues for a period of 65 days, the Bank usually institutes appropriate action to foreclose on the collateral. The actual time it takes to foreclose on the collateral varies depending on the particular circumstances and the applicable governing law. If foreclosed upon, the property is sold at public auction and may be purchased by the Bank. Delinquent consumer loans are handled in a generally similar manner, except that initial contacts are made when the payment is five days past due and appropriate action may be taken to collect any loan payment that is delinquent for more than 15 days. The Bank's procedures for repossession and sale of consumer collateral are subject to various requirements under the applicable consumer protection laws as well as other applicable laws and the determination by the Bank that it would be beneficial from a cost basis.
Delinquent commercial business loans and loans secured by commercial real estate are initially handled by the loan officer in charge of the loan, who is responsible for contacting the borrower. Senior management also works with the commercial loan officers to see that necessary steps are taken to collect delinquent loans and may reassign the loan relationship to the special assets group. In addition, the Bank has a Problem Loan Committee which meets at least quarterly and reviews all classified assets, as well as other loans which management feels may present possible collection problems. If an acceptable workout of a delinquent commercial loan cannot be agreed upon, the Bank may initiate foreclosure proceedings on any collateral securing the loan. However, in all cases, whether a commercial or other loan, the prevailing circumstances may be such that management may determine it is in the best interest of the Bank not to foreclose on the collateral.
In the table below for 2020, loans that were modified under the guidance provided by the CARES Act are included in the “Current Amount” column as they are current under their modified terms. For additional information about these loan modifications, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Loan Modifications.”
21
The following tables set forth our loans by aging category:
22
Classified Assets
Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered to be of lesser quality as "substandard," "doubtful" or "loss" assets. The regulations require insured institutions to classify their own assets and to establish prudent specific allocations for losses from assets classified "substandard" or "doubtful." “Substandard” assets include those characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as “doubtful,” have all the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. For the portion of assets classified as "loss," an institution is required to either establish specific allowances of 100% of the amount classified or charge such amount off its books. Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess a potential weakness (referred to as “special mention” assets), are required to be listed on the Bank’s watch list and monitored for further deterioration. In addition, a bank’s regulators may require the establishment of a general allowance for losses based on the general quality of the asset portfolio of the bank. Following are the total classified assets at December 31, 2020 and 2019, per the Bank’s internal asset classification list, excluding assets acquired through FDIC-assisted transactions. The allowances for loan losses reflected below are the portions of the Bank’s total allowances for loan losses relating to these classified loans. There were no significant off-balance sheet items classified at December 31, 2020 and 2019.
Non-Performing Assets
The table below sets forth the amounts and categories of gross non-performing assets (classified loans which are not performing under regulatory guidelines and all foreclosed assets, including assets acquired in settlement of loans) in the Bank's loan portfolio as of the dates indicated. Loans generally are placed on non-accrual status when the loan becomes 90 days delinquent or when the collection of principal, interest, or both, otherwise becomes doubtful.
Former TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank non-performing assets, including foreclosed assets, are not included in the totals of non-performing assets below. These assets were initially recorded at their estimated fair values as of their acquisition dates. For all of these FDIC-assisted acquisitions, loans are accounted for in pools; therefore, these loan pools are analyzed rather than the individual loans. The overall performance of the FDIC-assisted acquired loan pools has been better than
23
original expectations as of the acquisition dates. At December 31, 2020, there were no material non-performing assets in these acquired loan portfolios.
| (1) | One relationship was $1.9 million, the entire total of this category, at December 31, 2017. |
| (2) | The largest two relationships in this category were $1.7 million and $1.7 million, respectively, at December 31, 2016. |
| (3) | One relationship was $1.1 million of this total at December 31, 2019. |
| (4) | One relationship was $1.1 million of this total at December 31, 2018. |
| (5) | One relationship was $1.5 million of this total at December 31, 2017. |
| (6) | One relationship was $3.0 million of this total at December 31, 2016. |
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-performing Assets” for further information.
Gross impaired loans totaled $9.0 million at December 31, 2020 and $10.3 million at December 31, 2019. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by
24
management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. See Note 3 of the accompanying audited financial statements included in Item 8 for additional information including further detail of non-accruing loans and impaired loans and details of troubled debt restructurings. See also Note 15 of the accompanying audited financial statements included in Item 8 for additional information including further detail of the fair value of impaired loans.
For the year ended December 31, 2020, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $579,000. No interest income was included on these loans for the year ended December 31, 2020. For the year ended December 31, 2019, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $761,000. No interest income was included on these loans for the year ended December 31, 2019. For the year ended December 31, 2018, gross interest income which would have been recorded had the non-accruing loans been current in accordance with their original terms amounted to $1.0 million. No interest income was included on these loans for the year ended December 31, 2018.
Restructured Troubled Debt
Included in impaired loans at December 31, 2020 and 2019, were loans modified in troubled debt restructurings as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|||||||
|
|
|
|
|
|
|
|
|
Restructured |
|
|
|
|
Restructured |
|
Accruing |
|
Troubled Debt |
|||
|
|
|
Troubled Debt |
|
Interest |
|
Nonaccruing |
|||
|
|
|
(In Thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
646 |
|
$ |
646 |
|
$ |
— |
|
One- to four-family residential |
|
|
1,899 |
|
|
1,121 |
|
|
778 |
|
Other residential |
|
|
— |
|
|
— |
|
|
— |
|
Construction |
|
|
20 |
|
|
20 |
|
|
— |
|
Commercial |
|
|
127 |
|
|
52 |
|
|
75 |
|
Consumer |
|
|
629 |
|
|
511 |
|
|
118 |
|
|
|
$ |
3,321 |
|
$ |
2,350 |
|
$ |
971 |
Loan modifications within the guidance provided by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and subsequent legislation, the federal banking regulatory agencies, the SEC and the Financial Accounting Standards Board are not considered troubled debt restructurings. For information regarding these modifications, see Item 7. “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Loan Modifications.”
Allowances for Losses on Loans and Foreclosed Assets
Great Southern maintains an allowance for loan losses to absorb losses known and inherent in the loan portfolio based upon ongoing, monthly assessments of the loan portfolio. Our methodology for assessing the appropriateness of the allowance consists of
25
several key elements, which include a formula allowance, specific allowances for identified problem loans and portfolio segments and economic conditions that may lead to a concern about the loan portfolio or segments of the loan portfolio.
The formula allowance is calculated by applying loss factors to outstanding loans based on the internal risk evaluation of such loans or pools of loans. Changes in risk evaluations of both performing and non-performing loans affect the amount of the formula allowance. Loss factors are based both on our historical loss experience and on significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date. Loan loss factors for portfolio segments are representative of the credit risks associated with loans in those segments. The greater the credit risks associated with a particular segment, the greater the loss factor.
The appropriateness of the allowance is reviewed by management based upon its evaluation of then-existing economic and business conditions affecting our key lending areas. Other conditions that management considers in determining the appropriateness of the allowance include, but are not limited to, changes to our underwriting standards (if any), credit quality trends (including changes in non-performing loans expected to result from existing economic and other market conditions), trends in collateral values, loan volumes and concentrations, and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of those loans.
Senior management reviews these conditions regularly in discussions with our credit officers. To the extent that any of these conditions are evident in a specifically identifiable problem loan or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such loan or portfolio segment. Where any of these conditions are not evident in a specifically identifiable problem loan or portfolio segment as of the evaluation date, management’s evaluation of the loss related to these conditions is reflected in the general allowance associated with our loan portfolio. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem loans or portfolio segments.
The amounts actually observed in respect of these losses can vary significantly from the estimated amounts. Our methodology permits adjustments to any loss factor used in the computation of the formula allowances in the event that, in management’s judgment, significant factors which affect the collectability of the portfolio, as of the evaluation date, are not reflected in the current loss factors. By assessing the estimated losses inherent in our loan portfolio on a monthly basis, we can adjust specific and inherent loss estimates based upon more current information.
On a quarterly basis, senior management presents a formal assessment of the adequacy of the allowance for loan losses to Great Southern’s board of directors for the board’s approval of the allowance. Assessing the adequacy of the allowance for loan losses is inherently subjective as it requires making material estimates including the amount and timing of future cash flows expected to be received on impaired loans or changes in the market value of collateral securing loans that may be susceptible to significant change. In the opinion of management, the allowance when taken as a whole is adequate to absorb reasonable estimated loan losses inherent in Great Southern’s loan portfolio.
Allowances for estimated losses on foreclosed assets (real estate and other assets acquired through foreclosure) are charged to expense, when in the opinion of management, any significant and permanent decline in the market value of the underlying asset reduces the market value to less than the carrying value of the asset. Senior management assesses the market value of each foreclosed asset individually on a regular basis.
26
At December 31, 2020 and 2019, Great Southern had an allowance for losses on loans of $55.7 million and $40.3 million, respectively, of which $713,000 and $929,000, respectively, had been allocated to specific loans. All loans with specific allowances were considered to be impaired loans. The allowance and the activity within the allowance during 2020, 2019 and 2018 are discussed further in Note 3 “Loans and Allowance for Loan Losses” of the accompanying audited financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Item 8 and Item 7 of this Report, respectively.
The allocation of the allowance for losses on loans at the dates indicated is summarized as follows.
| (1) | Associated with these allowances at December 31, 2020, 2019, 2018, 2017 and 2016, were receivables from the FDIC totaling $-0-, $-0-, $-0-, $-0-, and $56,000, respectively, under the loss sharing agreements which were in place at the time. |
| (2) | Excludes loans acquired through FDIC-assisted transactions. |
27
The following table sets forth an analysis of activity in the Bank’s allowance for losses on loans showing the details of the activity by types of loans.
Investment Activities
Excluding securities issued by the United States Government, or its agencies, there were no investment securities in excess of 10% of the Company’s stockholders’ equity at December 31, 2020, 2019 and 2018, respectively. Agencies, for this purpose, primarily include Freddie Mac, Fannie Mae, Ginnie Mae, Small Business Administration and FHLBank.
As of December 31, 2020 and 2019, the Bank held no investment securities which the Bank intended to hold until maturity. In addition, as of December 31, 2020 and 2019, the Company held approximately $414.9 million and $374.2 million, respectively, in principal amount of investment securities which the Company classified as available-for-sale. See Notes 1 and 2 of the accompanying audited financial statements included in Item 8 of this Report.
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The amortized cost and fair values of, and gross unrealized gains and losses on, investment securities at the dates indicated are summarized as follows.
At December 31, 2020, the Company’s agency mortgage-backed securities portfolio consisted of FNMA securities totaling $156.6 million, FHLMC securities totaling $10.3 million and GNMA securities totaling $3.0 million. At December 31, 2020, agency collateralized mortgage obligations consisted of GNMA securities totaling $105.8 million, FNMA securities totaling $52.9 million and FHLMC securities totaling $17.9 million, all of which are commercial multi-family fixed rate securities. At December 31, 2020, all of the Company’s $169.9 million agency mortgage-backed securities had fixed rates of interest. At December 31, 2020, $156.8 million of the Company’s agency collateralized mortgage obligations had fixed rates of interest and $19.8 million had variable rates of interest.
29
The following tables present the contractual maturities and weighted average tax-equivalent yields of available-for-sale securities at December 31, 2020. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
The following table shows our investments’ gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2020, 2019 and 2018, respectively:
30
On at least a quarterly basis, the Company evaluates the securities portfolio to determine if an other-than-temporary impairment (OTTI) needs to be recorded. For debt securities with fair values below carrying value, when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an OTTI of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an OTTI recorded in other comprehensive income for the noncredit portion of a previous OTTI is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security. During 2020, 2019 and 2018, no securities were determined to have impairment that had become other than temporary.
The Company’s consolidated statements of income as of December 31, 2020, 2019 and 2018, reflect the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security based on cash flow projections.
For equity securities, if any, when the Company has decided to sell an impaired available-for-sale security and the Company does not expect the fair value of the security to fully recover before the time of sale, the security is deemed other-than-temporarily impaired in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other than temporary even if a decision to sell has not been made.
Sources of Funds
General. Deposit accounts have traditionally been the principal source of the Bank’s funds for use in lending and for other general business purposes. In addition to deposits, the Bank obtains funds through advances from the Federal Home Loan Bank of Des Moines ("FHLBank") and other borrowings, loan repayments, loan sales, and cash flows generated from operations. Scheduled loan payments are a relatively stable source of funds, while deposit inflows and outflows and the related costs of such funds have varied widely. Borrowings such as FHLBank advances may be used on a short-term basis to compensate for seasonal reductions in deposits or deposit inflows at less than projected levels and may be used on a longer-term basis to support expanded lending activities. The availability of funds from loan sales is influenced by general interest rates as well as the volume of originations.
Deposits. The Bank attracts both short-term and long-term deposits from the general public by offering a wide variety of accounts and rates and also purchases brokered deposits from time to time. The Bank offers regular savings accounts, checking accounts, various money market accounts, fixed-interest rate certificates with varying maturities, certificates of deposit in minimum amounts of $100,000 ("Jumbo" accounts), brokered certificates and individual retirement accounts. In 2018, the Bank increased its deposits primarily through internal growth in time deposits and growth in brokered deposits, partially offset by a decrease in interest-bearing demand and savings deposits. In 2018, the Bank increased its brokered deposits by $101 million. Also in 2018, the Bank sold deposits totaling approximately $56 million. In 2019, the Bank increased its interest-bearing demand and savings deposits and non-interest-bearing demand deposits through internal growth. In 2019, the Bank increased its total time deposits by approximately $130 million. Time deposits originated through the Bank’s internet channel increased by $127 million and brokered deposits, including Certificate of Deposit Account Registry Service (CDARS) purchased funds, increased $45 million. The deposit growth and funds from borrowings were used to fund the Bank’s loan growth and increases in investment securities in 2018 and 2019. In 2020, the Bank increased its interest-bearing demand and savings deposits and non-interest-bearing demand deposits through internal growth. Both
31
commercial and retail customer balances increased as the COVID-19 pandemic continued throughout 2020. During 2020, the Bank decreased its total time deposits by approximately $330 million. Time deposits originated through the Bank’s internet channel increased by $65 million and brokered deposits, including CDARS purchased funds, decreased $213 million. The brokered deposits were allowed to mature without replacement as other deposit categories increased.
The following table sets forth the dollar amount of deposits, by interest rate range, in the various types of deposit programs offered by the Bank at the dates indicated.
A table showing maturity information for the Bank’s time deposits as of December 31, 2020, is presented in Note 8 of the accompanying audited financial statements, which are included in Item 8 of this Report.
The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and respond with flexibility to changes in consumer demand. The Bank has become more susceptible to short-term fluctuations in deposit flows, as customers have become more interest rate conscious and the Bank’s deposit mix has changed to a smaller percentage of time deposits. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Based on its experience, management believes that its certificate accounts are relatively stable sources of deposits, while its checking accounts have proven to be more volatile. The ability of the Bank to attract and maintain deposits, and the rates paid on these deposits, has been and will continue to be significantly affected by money market conditions.
The following tables set forth the time remaining until maturity of the Bank's time deposits as of December 31, 2020. The first table reflects time deposits in denominations greater than $100,000 and the second table reflects time deposits in denominations greater than $250,000. The tables are based on information prepared in accordance with generally accepted accounting principles.
| (1) | Deposits from governmental and other public entities. |
32
| (1) | Deposits from governmental and other public entities. |
Brokered deposits. Brokered deposits are marketed through national brokerage firms to their customers in $1,000 increments. The Bank maintains only one account for the total deposit amount while the detailed records of owners are maintained by the Depository Trust Company under the name of CEDE & Co. The deposits are transferable just like a stock or bond investment and the customer can open the account with only a phone call or an online request. This provides a large deposit for the Bank at a lower operating cost since the Bank only has one account to maintain versus several accounts with multiple interest and maturity dates. At December 31, 2020 and 2019, the Bank had approximately $158.7 million and $371.7 million in brokered deposits, respectively.
Included in the brokered deposits total at December 31, 2020 and 2019, was $1.2 million and $209.1 million, respectively, in CDARS purchased funds accounts. CDARS purchased funds transactions represent an easy, cost-effective source of funding without collateralization or credit limits for the Company. Purchased funds transactions help the Company obtain large blocks of funding while providing control over pricing and diversity of wholesale funding options. Purchased funds transactions are obtained through a bid process that occurs weekly, with varying maturity terms.
Previously included in brokered deposits were CDARS reciprocal customer deposit accounts. In 2018, the FDIC amended its regulations to exclude these deposits from its definition of brokered deposits. CDARS reciprocal customer deposit accounts are accounts that are just like any other deposit account on the Company’s books, except that the account total exceeds the FDIC deposit insurance maximum. When a customer places a large deposit with a CDARS Network bank, that bank uses CDARS to place the funds into deposit accounts issued by other banks in the CDARS Network. This occurs in increments of less than the standard FDIC insurance maximum, so that both principal and interest are eligible for complete FDIC protection. Other Network members do the same thing with their customers' funds. At December 31, 2020 and 2019, the Bank had approximately $39.4 million and $35.3 million in CDARS reciprocal deposits, respectively.
Unlike non-brokered certificates of deposit, which can be withdrawn (with a penalty) prior to maturity for any reason, including increasing interest rates, a brokered deposit (excluding CDARS purchased funds) can only be withdrawn in the event of the death, or court declared mental incompetence, of the depositor. This allows the Bank to better manage the maturity of its deposits. Currently, the rates offered by the Bank for brokered deposits are similar to those offered for retail certificates of deposit of similar size and maturity. The Bank maintained increased liquidity during and after the economic recession that began in 2008. After 2009, we had gradually reduced the amount of brokered deposits (excluding CDARS purchased funds) utilized as we added deposits from FDIC-assisted acquisitions. As loan demand began to increase starting in 2013, we gradually increased our usage of brokered deposits again from time to time. During 2020, we decreased our usage of brokered deposits as we experienced growth in a variety of non-time deposits.
The Company may use interest rate swaps from time to time to manage its interest rate risks from recorded financial liabilities. In the past, the Company entered into interest rate swap agreements with the objective of economically hedging against the effects of changes in the fair value of its liabilities for fixed rate brokered certificates of deposit caused by changes in market interest rates. These interest rate swaps have allowed the Company to create funding of varying maturities at a variable rate that in the past has approximated three-month LIBOR. The Company did not utilize these types of interest rate swaps on brokered deposits in 2020, 2019 or 2018.
33
Borrowings. Great Southern's other sources of funds include advances from the FHLBank, a Qualified Loan Review ("QLR") arrangement with the FRB, customer repurchase agreements and other borrowings.
As a member of the FHLBank, the Bank is required to own capital stock in the FHLBank and is authorized to apply for advances from the FHLBank. Each FHLBank credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLBank may prescribe the acceptable uses for these advances, as well as other risks on availability, limitations on the size of the advances and repayment provisions. At both December 31, 2020 and 2019, the Bank had no FHLBank term advances outstanding. Additionally, the Bank had no outstanding overnight borrowings from the FHLBank at December 31, 2020 and $196.0 million at December 31, 2019. Because they are overnight borrowings, the outstanding balances are included in short-term borrowings in the Company’s financial statements. The Bank utilized FHLBank advances from time to time to fund loan growth during 2020 and 2019.
The Federal Reserve Bank of St. Louis (“FRBSL”) has a QLR program where the Bank can borrow on a temporary basis using commercial loans pledged to the FRBSL. Under the QLR program, the Bank can borrow any amount up to a calculated collateral value of the commercial loans pledged, for virtually any reason that creates a temporary cash need. Examples of this could be: (1) the need to fund for late outgoing wires or cash letter settlements, (2) the need to disburse one or several loans but the permanent source of funds will not be available for a few days; (3) a temporary spike in interest rates on other funding sources that are being used; or (4) the need to purchase a security for collateral pledging purposes a few days prior to the funds becoming available on an existing security that is maturing. The Bank had commercial, consumer and other loans pledged to the FRBSL at December 31, 2020 that would have allowed approximately $436.4 million to be borrowed under the above arrangement. There were no outstanding borrowings from the FRBSL at December 31, 2020 or 2019 and the facility was not used during 2020 or 2019.
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 held by the Bank during the agreement period. The agreements generally are written on a term of one-month or less.
In November 2006, Great Southern Capital Trust II ("Trust II"), a statutory trust formed by the Company for the purpose of issuing the securities, issued $25.0 million aggregate liquidation amount of floating rate cumulative trust preferred securities. The Trust II securities bear a floating distribution rate equal to 90-day LIBOR plus 1.60%. The Trust II securities became redeemable at the Company's option in February 2012, and if not sooner redeemed, mature on February 1, 2037. The Trust II securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended. The gross proceeds of the offering were used to purchase Junior Subordinated Debentures from the Company totaling $25.8 million and bearing an interest rate identical to the distribution rate on the Trust II securities. The initial interest rate on the Trust II debentures was 6.98%. The interest rate was 1.81% and 3.51% at December 31, 2020 and 2019, respectively.
On August 8, 2016, the Company completed the public offering and sale of $75.0 million of its subordinated notes. The notes are due August 15, 2026, and have a fixed interest rate of 5.25% until August 15, 2021, at which time the rate becomes floating at a rate equal to three-month LIBOR plus 4.087%. The Company may call the notes at par beginning on August 15, 2021, 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.
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 years ended December 31, 2020 and 2019, totaled $608,000 and $434,000, respectively and is included in interest expense on subordinated notes in the consolidated statements of income, resulting in an imputed interest rate of 5.84% at December 31, 2020.
34
The following table sets forth the maximum month-end balances, average daily balances and weighted average interest rates of FHLBank advances during the periods indicated. In December 2018, the Company began utilizing FHLBank overnight borrowings instead of term FHLBank Advances. The FHLBank overnight advances are included in other borrowings below.
The following table sets forth certain information as to the Company’s FHLBank advances at the dates indicated.
The following tables set forth the maximum month-end balances, average daily balances and weighted average interest rates of other borrowings during the periods indicated.
35
The following tables set forth year-end balances and weighted average interest rates of the Company’s other borrowings at the dates indicated.
The following table sets forth the maximum month-end balances, average daily balances and weighted average interest rates of subordinated debentures issued to capital trusts during the periods indicated.
The following table sets forth certain information as to the Company’s subordinated debentures issued to capital trusts at the dates indicated.
36
The following table sets forth the maximum month-end balances, average daily balances and weighted average interest rates of subordinated notes during the periods indicated.
The following table sets forth certain information as to the Company’s subordinated notes at the dates indicated.
Subsidiaries
Great Southern. As a Missouri-chartered trust company, Great Southern may invest up to 3%, which was equal to $165.8 million at December 31, 2020, of its assets in service corporations. At December 31, 2020, the Bank's total investment in Great Southern Real Estate Development Corporation ("Real Estate Development") was $2.7 million. Real Estate Development was incorporated and organized in 2003 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in Great Southern Financial Corporation ("GSFC") was $6.2 million. GSFC is incorporated under the laws of the State of Missouri, and has not had any business activity since November 30, 2012, when it sold Great Southern Insurance and Great Southern Travel, two divisions of Great Southern that were operated through GSFC. At December 31, 2020, the Bank's total investment in Great Southern Community Development Company, L.L.C. (“CDC”) and its subsidiary Great Southern CDE, L.L.C. ("CDE") was $715,000. CDC and CDE were formed in 2010 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GS, L.L.C. ("GSLLC") was $34.8 million. GSLLC was formed in 2005 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GSSC, L.L.C. ("GSSCLLC") was $21.0 million. GSSCLLC was formed in 2009 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GSRE Holding, L.L.C. ("GSRE Holding") was $2.5 million. GSRE Holding was formed in 2009 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GSRE Holding II, L.L.C. ("GSRE Holding II") was $966,000. GSRE Holding II was formed in 2009 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GSRE Holding III, L.L.C. ("GSRE Holding III") was $-0-. GSRE Holding III was formed in 2012 under the laws of the State of Missouri. At December 31, 2020, the Bank's total investment in GSTC Investments, L.L.C. ("GSTCLLC") was $6.5 million. GSTCLLC was formed in 2016 under the laws of the State of Missouri. These subsidiaries are primarily engaged in the activities described below. In addition, Great Southern has four other subsidiary companies that are not considered service corporations, GSB One, L.L.C., GSB Two, L.L.C., VFP Conclusion Holding, L.L.C. and VFP Conclusion Holding II, L.L.C. These companies are also described below.
Great Southern Real Estate Development Corporation. Generally, the purpose of Real Estate Development is to hold real estate assets which have been obtained through foreclosure by the Bank and which require ongoing operation of a business or completion of construction. During 2020 and 2019, Real Estate Development did not hold any real estate assets related to foreclosed property. Real Estate Development had net income of $-0- in each of the years ended December 31, 2020 and 2019.
Great Southern Community Development Company, L.L.C. and Great Southern CDE, L.L.C. Generally, the purpose of CDC is to invest in community development projects that have a public benefit and are permissible under Missouri and Kansas law. These include activities such as investing in real estate and investing in other community development entities. CDC also serves as parent to subsidiary CDE which invests in limited liability entities for the purpose of acquiring federal tax credits to be utilized by Great Southern. CDC had consolidated net income of $-0- in each of the years ended December 31, 2020 and 2019, respectively.
37
GS, L.L.C. GSLLC was organized in 2005. GSLLC is a limited liability company that invests in multiple limited liability entities for the purpose of acquiring state and federal tax credits which are utilized by Great Southern. GSLLC had net income of $549,000 and $115,000 in the years ended December 31, 2020 and 2019, respectively, which primarily resulted from the tax credits utilized by Great Southern.
GSSC, L.L.C. GSSCLLC was organized in 2009. GSSCLLC is a limited liability company that invests in multiple limited liability entities for the purpose of acquiring state tax credits which are utilized by Great Southern or sold to third parties. GSSCLLC had a net loss of $2,000 in each of the years ended December 31, 2020 and 2019, respectively.
GSRE Holding, L.L.C. Generally, the purpose of GSRE Holding is to hold real estate assets which have been obtained through foreclosure by the Bank and which require ongoing operation of a business or completion of construction. At December 31, 2020, GSRE Holding held cash of $2.5 million and no real estate assets. GSRE Holding had net losses of $7,000 and $86,000 in the years ended December 31, 2020 and 2019, respectively.
GSRE Holding II, L.L.C. Generally, the purpose of GSRE Holding II is to hold real estate assets which have been obtained through foreclosure by the Bank and which require ongoing operation of a business or completion of construction. In 2020 and 2019, GSRE Holding II did not hold any significant real estate assets. GSRE Holding II had net losses of $2,000 and $32,000 in the years ended December 31, 2020 and 2019, respectively.
GSRE Holding III, L.L.C. Generally, the purpose of GSRE Holding III is to hold real estate assets which have been obtained through foreclosure by the Bank and which require ongoing operation of a business or completion of construction. In 2020 and 2019, GSRE Holding III did not hold any significant real estate assets. GSRE Holding III had net income of $-0- in each of the years ended December 31, 2020 and 2019.
GSTC Investments, L.L.C. GSTCLLC was organized in 2016. GSTCLLC is a limited liability company that invests in multiple limited liability entities for the purpose of acquiring state and federal tax credits which are utilized by Great Southern. GSTCLLC had net income of $-0- in each of the years ended December 31, 2020 and 2019.
GSB One, L.L.C. At December 31, 2020, the Bank's total investment in GSB One, L.L.C. ("GSB One") and GSB Two, L.L.C. ("GSB Two") was $2.15 billion. The capital contribution was made by transferring participations in loans to GSB Two. GSB One is a Missouri limited liability company that was formed in 1998. Currently the only activity of this company is the ownership of GSB Two.
GSB Two, L.L.C. This is a Missouri limited liability company that was formed in 1998. GSB Two is a real estate investment trust ("REIT"). It holds participations in real estate mortgages transferred from the Bank. The Bank continues to service the loans in return for a management and servicing fee from GSB Two. GSB Two had net income of $65.6 million and $67.5 million in the years ended December 31, 2020 and 2019, respectively.
VFP Conclusion Holding, L.L.C. VFP Conclusion Holding, L.L.C. (“VFP”) is a Missouri limited liability company that was formed in 2011. Generally, the purpose of VFP is to hold real estate assets which have been obtained through foreclosure by the Bank. The real estate assets obtained through foreclosure were formerly collateral for a participation loan sold by the Bank. The Bank has a 50 percent interest in VFP and at December 31, 2020 its investment totaled $4.2 million. Two other entities also have interests in VFP as a result of their participation in the loan sold by the Bank. At December 31, 2020, the only asset of VFP was cash. VFP had net income of $-0- in each of the years ended December 31, 2020 and 2019.
VFP Conclusion Holding II, L.L.C. VFP Conclusion Holding II, L.L.C. (“VFP II”) is a Missouri limited liability company that was formed in 2012. Generally, the purpose of VFP II is to hold real estate assets which have been obtained through foreclosure by the Bank. The real estate assets obtained through foreclosure were formerly collateral for a participation loan sold by the Bank. The Bank has a 50 percent interest in VFP II and at December 31, 2020 its investment totaled $2.2 million. One other entity also has an interest in VFP II as a result of its participation in the loan sold by the Bank. At December 31, 2020, the only asset of VFP II was cash. VFP II had net income of $-0- for each of the years ended December 31, 2020 and 2019.
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Competition
The banking industry in the Company's market areas is highly competitive. In addition to competing with other commercial and savings banks, the Company competes with credit unions, finance companies, leasing companies, mortgage companies, insurance companies, brokerage and investment banking firms, financial technology “fintech” companies, and many other financial service firms. Competition is based on a number of factors including, among others, customer service, quality and range of products and services offered, price, reputation, interest rates on loans and deposits, lending limits and customer convenience. Our ability to continue to compete effectively also depends in large part on our ability to attract new employees and retain and motivate our existing employees, while managing compensation and other costs.
A substantial number of the commercial banks operating in most of the Company's market areas are branches or subsidiaries of large organizations affiliated with statewide, regional or national banking companies and as a result they may have greater resources with which to compete. Additionally, the Company faces competition from a large number of community banks, many of which have senior management who were previously with other local banks or investor groups with strong local business and community ties.
The Company encounters strong competition in attracting deposits throughout its six-state retail footprint. The Company attracts a significant amount of deposits through its branch offices primarily from the communities in which those branch offices are located. Of our total 94 branch offices at the end of 2020, 72.9% of our deposit franchise dollars were located in Missouri, where our total market share at June 30, 2020, was 1.7%, or ninth in the state (based on FDIC market share deposits). The financial institutions with the top three market share positions in Missouri at June 30, 2020, were Bank of America, U.S. Bank, and UMB Bank, which had a combined market share of 29.9%. We also have branch offices in the states of Iowa, Kansas, Minnesota, Nebraska and Arkansas, which made up 14.2%, 6.9%, 5.0%, 0.5%, and 0.5% of our total deposit franchise dollars, respectively (based on our total deposits as of December 31, 2020). The Company's market share in its primary metropolitan statistical areas was as follows at June 30, 2020:
Our most direct competition for deposits has historically come from other commercial banks, savings institutions and credit unions located in our market areas. The Bank competes for these deposits by offering a variety of deposit accounts at competitive rates, convenient business hours, and convenient branch, online, mobile and ATM services. In addition, some competitors located outside of our market areas conduct business primarily over the Internet, which may enable them to realize certain savings and offer certain deposit products and services at lower rates and with greater convenience to certain customers. Our ability to attract and retain customer deposits depends on our ability to generally provide a rate of return, liquidity and risk comparable to that offered by competing investment opportunities.
Competition in originating real estate loans comes primarily from other commercial banks, savings institutions and mortgage bankers making loans secured by real estate located in the Bank’s market area. The specific institutions are similar to those discussed above in regards to deposit market share. Commercial banks and finance companies provide vigorous competition in commercial and consumer lending. The Bank competes for real estate and other loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates, the quality of services it provides to borrowers and the locations of our branch office network and loan production offices.
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Many of our competitors have substantially greater resources, name recognition and market presence, which benefit them in attracting business. In addition, larger competitors (including nationwide banks that have a significant presence in our market areas) may be able to price loans and deposits more aggressively than we do because of their greater economies of scale. Smaller and newer competitors may also be more aggressive than we are in terms of pricing loan and deposit products in order to obtain a larger share of the market. In addition, some competitors located outside of our market areas conduct business primarily over the Internet, which may enable them to realize certain savings and offer products and services at more favorable rates and with greater convenience to certain customers.
We also depend, from time to time, on outside funding sources, including brokered deposits, where we experience nationwide competition, and Federal Home Loan Bank advances. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on insured depositary institutions and their holding companies. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services.
Despite the highly competitive environment and the challenges it presents to us, management believes the Company will continue to be competitive because of its strong commitment to quality customer service, competitive products and pricing, convenient local branches, online and mobile capabilities, and active community involvement.
Employees and Human Capital Resources
At December 31, 2020, the Company and its affiliates had a total of 1,156 employees, including 242 part-time employees. None of the Company’s employees are represented by any collective bargaining agreement. Management considers its employee relations to be good.
Our human capital objectives include attracting, training, motivating, rewarding and retaining our employees. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization. Continual learning and career development are advanced through annual performance and development conversations with employees, internally developed training programs, customized corporate training engagements and seminars, conferences, and other training events employees are encouraged to attend in connection with their job duties.
We are also committed and focused on the health and safety of our associates, customers, and communities. The COVID-19 pandemic presented challenges to maintain associate and customer safety while continuing to be open for business. Company management has closely monitored information related to the pandemic and has followed federal and state guidelines for public safety. Current information is shared through regular emails and other digital communications with our associates and customers. Through teamwork and the adaptability of our management and staff, we were able to quickly transition to a flexible work schedule allowing many employees to effectively work from remote Company locations or their homes and ensure a safely-distanced working environment for employees performing customer-facing activities, at branches and operations centers. All employees are asked not to come to work when they experience signs or symptoms of a possible COVID-19 illness and have been provided paid time off to cover compensation during such absences. The Company’s Employee Assistance Program was enhanced at no cost to associates and family members seeking counseling services for mental health and emotional support needs. As a token of appreciation for our employees’ dedication over the past several months, and to help support some of the financial needs of our associates, in March 2020 and again in August 2020, the Company rewarded all full-time and part-time associates with special pre-tax bonuses of $1,000 and $600, respectively. These two bonus payments and related benefit expenses totaled $2.2 million during 2020.
Great Southern associates actively share their talents in their communities through leadership roles and volunteer activities in education, economic development, human and health services, and Community Reinvestment. Our Community Matters program allows each associate to be paid up to 32 hours per year, with supervisory approval, to volunteer for activities in their community during normal work hours. During 2020, Great Southern associates donated more than 6,000 hours in support of more than 200 organizations. Even through a pandemic, Great Southern associates found creative ways to give back to their communities. Each year, the Bill and Ann Turner Distinguished Community Service Award is presented to a Great Southern associate who demonstrates excellence in volunteer service to their community. Every year, all associates are encouraged to nominate coworkers for this award. An external panel of community leaders reviews the nominees and determines the award winner. In addition, to volunteerism, Great Southern associates generously supported their communities in 2020 through monetary donations, totaling nearly $74,000.
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Government Supervision and Regulation
General
The Company and its subsidiaries are subject to supervision and examination by applicable federal and state banking agencies. The earnings of the Company’s subsidiaries, and therefore the earnings of the Company, are affected by general economic conditions, management policies, federal and state legislation, and actions of various regulatory authorities, including the Board of Governors of the Federal Reserve System, often referred to as the Federal Reserve Board (the “FRB”), the Federal Deposit Insurance Corporation (the "FDIC") and the Missouri Division of Finance (the “MDF”). The following is a brief summary of certain aspects of the regulation of the Company and the Bank and does not purport to fully discuss such regulation. Such regulation is intended primarily for the protection of depositors and the Deposit Insurance Fund (the “DIF”), and not for the protection of stockholders.
Significant Legislation Impacting the Financial Services Industry
Dodd-Frank Act. In 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Certain aspects of the Dodd-Frank Act have been affected by the more recently enacted Economic Growth Act, as defined and discussed below under “-Economic Growth Act.”
Capital Rules. The federal banking agencies have adopted regulatory capital rules that substantially amend the risk-based capital rules applicable to the Bank and the Company. The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision. For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply. The chief features of these rules are summarized below.
Economic Growth Act. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), was enacted to modify or eliminate certain financial reform rules and regulations, including some implemented under the Dodd-Frank Act. While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these amendments could result in meaningful regulatory changes.
The Economic Growth Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent. Any qualifying depository institution or its holding company that exceeds the “Community Bank Leverage Ratio” will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered “well-capitalized” under the prompt corrective action rules. Effective January 1, 2020, the Community Bank Leverage Ratio was 9.0%. In April 2020, pursuant to the CARES Act, the federal bank regulatory agencies announced the issuance of two interim final rules, effective immediately, to provide temporary relief to community banking organizations. Under the interim final rules, the Community Bank Leverage Ratio requirement is a minimum of 8% for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. The Company and the Bank have chosen to not utilize the new Community Bank Leverage Ratio due to the Company’s size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.
In addition, the Economic Growth Act includes regulatory relief in the areas of examination cycles, call reports, mortgage disclosures and risk weights for certain high-risk commercial real estate loans.
Bank Holding Company Regulation
The Company is a bank holding company that has elected to be treated as a financial holding company by the FRB. Financial holding companies are subject to comprehensive regulation by the FRB under the Bank Holding Company Act and the regulations of the FRB. The Company is required to file reports with the FRB and such additional information as the FRB may require, and is subject to regular examinations by the FRB. The FRB also has extensive enforcement authority over financial holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding
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company divest subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.
Under FRB policy and the Dodd-Frank Act, a bank holding company must serve as a source of strength for its subsidiary banks. Accordingly, the FRB may require, and has required in the past, that a bank holding company contribute additional capital to an undercapitalized subsidiary bank.
Under the Bank Holding Company Act, a financial holding company must obtain FRB approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company that is not a subsidiary if, after such acquisition, it would own or control more than 5% of such shares; (ii) acquiring all or substantially all of the assets of another bank or bank or financial holding company; or (iii) merging or consolidating with another bank or financial holding company.
The Bank Holding Company Act also prohibits a financial holding company generally from engaging directly or indirectly in activities other than those involving banking, activities closely related to banking that are permitted for a bank holding company, and certain securities, insurance and merchant banking activities. Certain investments greater than 5% in companies engaged in activities not permitted for a bank holding company are prohibited.
Volcker Rule
The federal banking agencies have adopted regulations to implement the provisions of the Dodd-Frank Act known as the Volcker Rule. Under the regulations, FDIC-insured depository institutions, their holding companies, subsidiaries and affiliates are generally prohibited, subject to certain exemptions, from proprietary trading of securities and other financial instruments and from acquiring or retaining an ownership interest in a “covered fund.” Effective July 22, 2019, a bank and its holding company are exempt from the Volcker Rule if the bank and every company that controls it have consolidated assets of $10 billion or less and have total consolidated trading assets and liabilities of 5% or less of its consolidated assets.
Interstate Banking and Branching
Federal law allows the FRB to approve an application of a bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than such holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state. The FRB may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state. Federal law also prohibits the FRB from approving such an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or if the applicant would control 30% or more of the deposits in any state in which the target bank maintains a branch and in which the applicant or any of its depository institution affiliates controls a depository institution or branch immediately prior to the acquisition of the target bank. Federal law does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Individual states may also waive the 30% state-wide concentration limit. Missouri law prohibits a bank holding company from acquiring a depository institution if total deposits would exceed 13% of statewide deposits excluding bank certificates of deposit of $100,000 or more, deposits from sources outside the United States and deposits of banks other than banks controlled by the bank holding company.
The federal banking agencies are generally authorized to approve interstate bank merger transactions and de novo branching without regard to whether such transactions are prohibited by the law of any state. Interstate acquisitions of branches are generally permitted only if the law of the state in which the branch is located permits such acquisitions.
As required by federal law, federal regulations prohibit any out-of-state bank from using the interstate branching authority primarily for the purpose of deposit production, including guidelines to ensure that interstate branches operated by an out-of-state bank in a host state reasonably help to meet the credit needs of the communities which they serve.
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Certain Transactions with Affiliates and Other Persons
Transactions involving the Bank and its affiliates are subject to sections 23A and 23B of the Federal Reserve Act, and regulations thereunder, which impose certain quantitative limits and collateral requirements on such transactions, and require all such transactions to be on terms at least as favorable to the Bank as are available in transactions with non-affiliates.
All loans by the Bank to the principal stockholders, directors and executive officers of the Bank or any affiliate are subject to regulations restricting loans and other transactions with insiders of the Bank and its affiliates. Transactions involving such persons must be on terms and conditions as favorable to the bank as those that apply in similar transactions with non-insiders. A bank may allow favorable rate loans to insiders pursuant to an employee benefit program available to bank employees generally. The Bank has such a program.
Dividends
The FRB has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the FRB’s view that a bank holding company should pay cash dividends only to the extent that its net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The FRB also indicated that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, a bank holding company may be prohibited from paying any dividends if the holding company’s bank subsidiary is not adequately capitalized, and dividends payable by a bank holding company and its depository institutions subsidiaries can be restricted if the capital conservation buffer requirement is not met. See “Capital” below.
A bank holding company is required to give the FRB prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The FRB may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB order, or any condition imposed by, or written agreement with, the FRB. This notification requirement does not apply to any company that meets the well-capitalized standard for bank holding companies, is well-managed, and is not subject to any unresolved supervisory issues. Under Missouri law, the Bank may pay dividends from certain undivided profits and may not pay dividends if its capital is impaired. Dividends of the Company and the Bank may also be restricted under the capital conservation buffer rules, as discussed below under “—Capital.”
Capital
The Company and the Bank are subject to capital regulations adopted by the FRB and the FDIC, which established minimum required ratios for common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital and the minimum leverage ratio; set forth the risk-weightings of assets and certain off-balance sheet items for purposes of the risk-based capital ratios; require an additional capital conservation buffer over the required risk-based capital ratios, and define what qualifies as capital for purposes of meeting the capital requirements.
Under the capital regulations, the minimum capital ratios are: (1) a CET1 capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total risk-based capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio (the ratio of Tier 1 capital to average total adjusted assets) of 4.0%. CET1 generally consists of common stock; retained earnings; accumulated other comprehensive income (“AOCI”) unless an institution has elected to exclude AOCI from regulatory capital; and certain minority interests; all subject to applicable regulatory adjustments and deductions. Tier 1 capital generally consists of CET1 and noncumulative perpetual preferred stock. Tier 2 capital generally consists of other preferred stock and subordinated debt meeting certain conditions plus an amount of the allowance for loan and lease losses up to 1.25% of assets. Total capital is the sum of Tier 1 and Tier 2 capital.
Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital. In addition, Tier 1 capital includes AOCI, which includes all unrealized gains and losses on available for sale debt and equity securities. However, because of our asset size, we were eligible to elect to permanently opt out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in our capital calculations. We elected this option.
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For purposes of determining risk-based capital, assets and certain off-balance sheet items are risk-weighted from 0% to 1,250%, depending on the risk characteristics of the asset or item. The risk weights include, for example, a 150% risk weight for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and a 250% risk weight for mortgage servicing and deferred tax assets that are not deducted from capital.
In addition to the minimum CET1, Tier 1 and total capital ratios, the Company and the Bank must maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses.
The Financial Accounting Standards Board has adopted a new accounting standard for US Generally Accepted Accounting Principles that was to become effective for us on January 1, 2020. However, the CARES Act allowed for a delay in the adoption of this standard. The Company elected to delay adoption until January 1, 2021. This standard, referred to as Current Expected Credit Loss, or CECL, requires FDIC-insured institutions and their holding companies (banking organizations) to recognize credit losses expected over the life of certain financial assets. CECL covers a broader range of assets than the current method of recognizing credit losses and generally results in earlier recognition of credit losses. Upon adoption of CECL, a banking organization must record a one-time adjustment to its credit loss allowances as of the beginning of the fiscal year of adoption equal to the difference, if any, between the amount of credit loss allowances under the current methodology and the amount required under CECL. For a banking organization, implementation of CECL is generally likely to reduce retained earnings, and to affect other items, in a manner that reduces its regulatory capital. The federal banking regulators (the Federal Reserve, the OCC and the FDIC) have adopted a rule that gives a banking organization the option to phase in over a three-year period the day-one adverse effects of CECL on its regulatory capital.
Under the FDIC’s prompt corrective action standards, in order to be considered well-capitalized, the Bank must have a ratio of CET1 capital to risk-weighted assets of 6.5%, a ratio of Tier 1 capital to risk-weighted assets of 8%, a ratio of total capital to risk-weighted assets of 10%, and a leverage ratio of 5%; and must not be subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. In order to be considered adequately capitalized, an institution must have the minimum capital ratios described above. As of December 31, 2020, the Bank was “well-capitalized.” An institution that is not well-capitalized is subject to certain restrictions on brokered deposits and interest rates on deposits.
The federal banking regulators are required to take prompt corrective action if an institution fails to satisfy the requirements to qualify as adequately capitalized. All institutions, regardless of their capital levels, are restricted from making any capital distribution or paying any management fees that would cause the institution to fail to satisfy the requirements to qualify as adequately capitalized. An institution that is not at least adequately capitalized is: (i) subject to increased monitoring by the appropriate federal banking regulator; (ii) required to submit an acceptable capital restoration plan (including certain guarantees by any company controlling the institution) within 45 days; (iii) subject to asset growth limits; and (iv) required to obtain prior regulatory approval for acquisitions, branching and new lines of business. Additional restrictions and appointment of a receiver or conservator, can apply, depending on the institution’s capital level. The FDIC has jurisdiction over the Bank for purposes of prompt corrective action. When the FDIC as receiver liquidates an institution, the claims of depositors and the FDIC as their successor (for deposits covered by FDIC insurance) have priority over other unsecured claims against the institution, including claims of stockholders.
To be considered "well-capitalized," a bank holding company must have, on a consolidated basis, a total risk-based capital ratio of 10.0% or greater and a Tier 1 risk-based capital ratio of 6.0% or greater and must not be subject to an individual order, directive or agreement under which the FRB requires it to maintain a specific capital level. As of December 31, 2020, the Company was "well-capitalized."
The federal banking agencies consider concentrations of credit risk and risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital. This evaluation is generally made as part of the institution’s regular safety and soundness examination. Under their regulations, the federal banking agencies also consider interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or its off-balance-sheet position) in the evaluation of a bank’s capital adequacy. The banking agencies have issued guidance on evaluating interest rate risk.
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Although we continue to evaluate the impact that the capital rules have on the Company and the Bank, we anticipate that the Company and the Bank will remain well-capitalized, and will continue to meet the capital conservation buffer requirement.
Effective January 1, 2020, a bank that elects to use the Community Bank Leverage Ratio will generally be considered well-capitalized and to have met the risk-based and leverage capital requirements of the capital regulations if it has a leverage ratio greater than 9.0%. To be eligible to elect the Community Bank Leverage Ratio, the bank also must have total consolidated assets of less than $10 billion, off-balance sheet exposures of 25% or less of its total consolidated assets, and trading assets and trading liabilities of 5.0% or less of its total consolidated assets, all as of the end of the most recent quarter. Similarly, effective January 1, 2020, a bank holding company that elects to use the Community Bank Leverage Ratio will generally be considered to have met the risk-based and leverage capital requirements of the capital regulations if it has a leverage ratio greater than 9.0% if it elects the Community Bank Leverage Ratio based on the same eligibility criteria as described for the bank. We did not elect to utilize the Community Bank Leverage Ratio for either the Company or the Bank.
In April 2020, pursuant to the CARES Act, the federal bank regulatory agencies announced the issuance of two interim final rules, to provide temporary relief to community banking organizations. Under the interim final rules, the Community Bank Leverage Ratio requirement is a minimum of 8% for calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. The Company and the Bank have chosen to not utilize the new Community Bank Leverage Ratio due to the Company’s size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.
Insurance of Accounts and Regulation by the FDIC
Great Southern is a member of the DIF, which is administered by the FDIC. Deposits are insured up to the applicable limits by the FDIC, backed by the full faith and credit of the United States Government. The general deposit insurance limit is $250,000.
The FDIC assesses deposit insurance premiums on all FDIC-insured institutions quarterly based on annualized rates. These premiums are assessed on an institution’s total assets minus its tangible equity. Under these rules, assessment rates for an institution with total assets of less than $10 billion are determined by weighted average CAMELS composite ratings and certain financial ratios, and range from 3.0 to 30.0 basis points, subject to certain adjustments. In an emergency, the FDIC may also impose a special assessment.
Through March 2019, the FDIC also assessed insured institutions to service the debt on bonds issued during the 1980s to resolve the thrift bailout. For the final quarter for which assessments were made, the assessment rate was 0.12 basis points applied to the same assessment base as is used for deposit insurance assessments.
The Dodd-Frank Act establishes 1.35% as the minimum reserve ratio. The FDIC adopted a plan to meet this ratio, which was achieved on September 30, 2018, ahead of the September 30, 2020 statutory deadline. In addition to the statutory minimum ratio, the FDIC has the authority to establish a reserve ratio known as the designated reserve ratio or DRR, which may exceed the statutory minimum. The FDIC has established 2.0% as the DRR. The Dodd-Frank Act requires the FDIC to offset the effect on institutions with assets less than $10 billion of the increase in the statutory minimum reserve ratio to 1.35% from the former statutory minimum of 1.15%. To implement the offset requirement, the FDIC imposed a surcharge on institutions with assets of $10 billion or more during a temporary period that ended on September 30, 2018. Smaller institutions like Great Southern received credits against their deposit insurance assessments due in fiscal 2020, which reduced their regular assessments.
The FDIC is authorized to conduct examinations of and to require reporting by FDIC-insured institutions, and is the primary federal banking regulator of state banks that are not members of the Federal Reserve, such as the Bank. The FDIC examines the Bank regularly. The FDIC may prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF. The FDIC also has the authority to take enforcement actions against banks and savings associations.
Federal Reserve System
The FRB requires all depository institutions to maintain reserves against their transaction accounts (primarily NOW and Super NOW checking accounts) and non-personal time deposits. Due to the COVID-19 pandemic, the FRB has temporarily suspended the reserve requirements. At December 31, 2020, the Bank was not required to maintain any reserves for these deposit accounts.
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Banks are authorized to borrow from the FRB "discount window," but FRB regulations only allow this borrowing for short periods of time and generally require banks to exhaust other reasonable alternative sources of funds where practical, including FHLBank advances, before borrowing from the FRB. See "Sources of Funds Borrowings" above.
Federal Home Loan Bank System
The Bank is a member of the FHLBank of Des Moines, which is one of 11 regional FHLBanks.
As a member, Great Southern is required to purchase and maintain stock in the FHLBank of Des Moines in an amount equal to the greater of 1% of its outstanding home loans or 5% of its outstanding FHLBank advances. At December 31, 2020, Great Southern had $6.0 million in FHLBank of Des Moines stock, which was in compliance with this requirement. In past years, the Bank has received dividends on its FHLBank stock. Over the past five years, such dividends have averaged 4.73% and were 5.50% for the year ended December 31, 2020.
Legislative and Regulatory Proposals
Any changes in the extensive regulatory scheme to which the Company or the Bank is and will be subject, whether by any of the federal banking agencies or Congress, or the Missouri legislature or MDF, could have a material effect on the Company or the Bank, and the Company and the Bank cannot predict what, if any, future actions may be taken by legislative or regulatory authorities or what impact such actions may have.
Federal and State Taxation
General
The following discussion contains a summary of certain federal and state income tax provisions applicable to the Company and the Bank. It is not a comprehensive description of the federal or state income tax laws that may affect the Company and the Bank. The following discussion is based upon current provisions of the Internal Revenue Code of 1986 (the "Code") and Treasury and judicial interpretations thereof.
The Company and its subsidiaries file a consolidated federal income tax return using the accrual method of accounting, with the exception of GSB Two which files a separate return as a REIT. All corporations joining in the consolidated federal income tax return are jointly and severally liable for taxes due and payable by the consolidated group. The following discussion primarily focuses upon the taxation of the Bank, since the federal income tax law contains certain special provisions with respect to banks.
Financial institutions, such as the Bank, are subject, with certain exceptions, to the provisions of the Code generally applicable to corporations.
Bad Debt Deduction
As of December 31, 2020 and 2019, retained earnings included approximately $17.5 million for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988. If the Bank were to liquidate, the entire amount would have to be recaptured and would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $3.9 million at both December 31, 2020 and 2019.
The Bank is required to follow the specific charge-off method which only allows a bad debt deduction equal to actual charge-offs, net of recoveries, experienced during the fiscal year of the deduction. In a year where recoveries exceed charge-offs, the Bank would be required to include the net recoveries in taxable income.
Interest Deduction
In the case of a financial institution, such as the Bank, no deduction is allowed for the pro rata portion of its interest expense which is allocable to tax-exempt interest on obligations acquired after August 7, 1986. A limited class of tax-exempt obligations acquired after
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August 7, 1986 will not be subject to this complete disallowance rule. For certain tax-exempt obligations issued in 2009 and 2010, an amount of tax-exempt obligations that are not generally considered part of the “limited class of tax-exempt obligations” noted above may be treated as part of the “limited class of tax-exempt obligations” to the extent of two percent of a financial institution’s total assets. For tax-exempt obligations acquired after December 31, 1982 and before August 8, 1986 and for obligations acquired after August 7, 1986 that are not subject to the complete disallowance rule, 80% of interest incurred to purchase or carry such obligations will be deductible. No portion of the interest expense allocable to tax-exempt obligations acquired by a financial institution before January 1, 1983, which is otherwise deductible, will be disallowed. The interest expense disallowance rules cited above have not significantly impacted the Bank.
Alternative Minimum Tax
Through 2017, corporations generally were subject to a 20% corporate alternative minimum tax ("AMT"). A corporation must pay the AMT to the extent it exceeds that corporation’s regular federal income tax liability The AMT is imposed on "alternative minimum taxable income," defined as taxable income with certain adjustments and tax preference items, less any available exemption. Such adjustments and items include, but are not limited to, (i) net interest received on certain tax-exempt bonds issued after August 7, 1986; and (ii) 75% of the difference between adjusted current earnings and alternative minimum taxable income, as otherwise determined with certain adjustments. Net operating loss carryovers may be utilized, subject to adjustment, to offset up to 90% of the alternative minimum taxable income, as otherwise determined. Any AMT paid may be credited against future regular federal income tax liabilities to the extent the regular federal income tax liability exceeds the AMT liability. In addition, certain credits may be used to reduce AMT obligations. The Company has invested in certain partnerships that generate tax credits (low-income housing and rehabilitation tax credits) that may be used to reduce their AMT.
State Taxation
Missouri-based banks, such as the Bank, are subject to a franchise tax which is imposed on the bank’s taxable income at the rate of 7% of the taxable income (determined without regard for any net operating losses) - income-based calculation. Missouri-based banks are entitled to a credit against the income-based franchise tax for all other state or local taxes on banks, except taxes on real estate, unemployment taxes, bank tax, and taxes on tangible personal property owned by the Bank and held for lease or rental to others. Beginning in 2020, the Missouri franchise tax rate is reduced to 4.48%.
The Company and all subsidiaries are subject to a Missouri income tax that is imposed on the corporation’s taxable income at the rate of 6.25%. The return is filed on a consolidated basis by all members of the consolidated group, including the Bank but excluding GSB Two. As a REIT, GSB Two files a separate Missouri income tax return. Beginning in 2020, the Missouri corporate income tax rate is reduced to 4.00%.
The Bank also has full-service offices in Kansas, Iowa, Minnesota, Nebraska and Arkansas, and has commercial loan production offices in Texas, Oklahoma, Nebraska, Illinois, Colorado and Georgia. As a result, the Bank is subject to franchise and income taxes that are imposed on the corporation’s taxable income attributable to those states.
As a Maryland corporation, the Company is required to file an annual report with and pay an annual fee to the State of Maryland.
Examinations
The Company and its consolidated subsidiaries have not been audited recently by the Internal Revenue Service (IRS) except as described here. The Company, through one of its subsidiaries, is a partner in two partnerships which were under IRS examination for 2006 and 2007. As a result, the Company’s 2006 and subsequent tax years remained open for examination. The examinations of these partnerships were completed during 2019. The completion of these examinations did not result in significant changes to the Company’s tax position. As a result, federal tax years through December 31, 2016 are now closed.
The Company is currently under State of Missouri income and franchise tax examinations for its 2014 and 2015 tax years. The Company does not currently expect significant adjustments to its financial statements from these state examinations.
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Tax Reform
In the fourth quarter of 2017 the Company re-measured its deferred tax assets and liabilities as a result of the enactment on December 22, 2017 of H.R.1, originally known as the “Tax Cuts and Jobs Act” (the “Tax Reform Legislation”). The Tax Reform Legislation became effective January 1, 2018 and modified the tax law in many ways. The centerpiece of the Tax Reform Legislation is the reduction of the federal corporate income tax rate from 35% to 21%. All deferred tax items as of December 22, 2017 needed to be re-valued using the new federal corporate income tax rate of 21%. As a result, income tax expense decreased $2.1 million in 2017 associated with re-valuing the deferred tax asset.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Legislation. The Company recognized the provisional tax impact related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Legislation. The Company completed its accounting during 2018 without any significant adjustments from the provisional amounts.
ITEM 1A.RISK FACTORS
An investment in the common stock of the Company is speculative in nature and is subject to certain risks inherent in the business of the Company and the Bank. The material risks and uncertainties that management believes affect the Company and the Bank are described below. You should carefully consider the risks described below, as well as the other information included in this Annual Report on Form 10-K, before making an investment in the Company’s common stock. The risks described below are not the only ones we face in our business. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition or operating results could be materially harmed. In such an event, our common stock could decline in value.
References to “we,” “us,” and “our” in this “Risk Factors” section refer to the Company and its subsidiaries, including the Bank, unless otherwise specified or unless the context otherwise requires.
Risks Relating to the Company and the Bank
Risks Relating to Macroeconomic Conditions
The Impact of the COVID-19 Pandemic on Our Customers, Employees and Business Operations Has Had, and Will Likely Continue to Have, a Significant Adverse Effect on Our Business, Results of Operations and Financial Condition
The COVID-19 pandemic has significantly adversely affected our operations and the way we provide banking services to businesses and individuals, many of whom were under some form of government-issued stay-at-home orders. As an essential business, we continued to provide banking and financial services to our customers with drive-through access available at our branch locations and in-person services available by appointment. At this time, all of our banking center facilities are fully open. In addition, we continue to provide access to banking and financial services through online banking, ATMs and by telephone. If the COVID-19 pandemic worsens, it could limit or disrupt our ability to provide banking and financial services to our customers.
Up to 50% of our non-frontline associates have been working remotely to enable us to continue to provide banking services to our customers. Some of these associates have returned to their normal workplace, but most are still working remotely. Heightened cybersecurity, information security and operational risks may result from these work-from-home arrangements. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects of, and restrictions resulting from, the COVID-19 pandemic. We also rely upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective.
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There is pervasive uncertainty surrounding the future economic conditions that will emerge in the months and years following the start of the COVID-19 pandemic. As a result, management is confronted with a significant and unfamiliar degree of uncertainty in estimating the impact of the pandemic on credit quality, revenues and asset values. The pandemic has resulted in declines in loan demand and loan originations, other than through government sponsored programs such as the Payroll Protection Program (“PPP”), and lower market interest rates, and has negatively impacted the ability of many of our business and consumer borrowers to make their loan payments. Because the length of the pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including recent reductions in the targeted federal funds rate, until the pandemic subsides, we expect our net interest income and net interest margin will be adversely affected in the near-term, if not longer. Many of our consumer borrowers have become unemployed or may face unemployment, and certain of our business borrowers are at risk of insolvency as their revenues decline precipitously, especially in businesses related to retail, travel, hospitality and leisure. Businesses may ultimately not reopen as there is a significant level of uncertainty regarding the level of economic activity that will return to our markets over time, the impact of governmental assistance, the speed of economic recovery, challenges associated with vaccines, the resurgence of COVID-19 in subsequent seasons and changes to demographic and social norms that will take place.
The impact of the pandemic is expected to continue to adversely affect us during the remainder of 2021 and possibly longer. Although the Company makes estimates of credit losses related to the pandemic as part of its evaluation of the allowance for credit losses, such estimates involve significant judgment and are made in the context of significant uncertainty as to the impact the pandemic will have on the credit quality of our loan portfolio. It is likely that loan delinquencies, adversely classified loans and loan charge-offs will increase in the future as a result of the pandemic. Consistent with guidance provided by banking regulators, we have modified loans by providing various loan payment deferral options to our borrowers affected by the COVID-19 pandemic. Notwithstanding these modifications, these borrowers may not be able to resume making full payments on their loans if and when the COVID-19 pandemic subsides. Any increases in the allowance for loan losses will result in a decrease in net income and, most likely, capital, and may have a material negative effect on our financial condition and results of operations.
The PPP loans made by the Bank are guaranteed by the SBA and, if used by the borrower for authorized purposes, may be fully forgiven. However, in the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded or serviced by the Bank, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty or, if it has already made payment under the guaranty, seek recovery of any loss related to the deficiency from the Bank. In addition, since the commencement of the PPP, several larger banks have been subject to litigation regarding their processing of PPP loan applications. The Bank may be exposed to the risk of similar litigation, from both customers and non-customers that approached the Bank seeking PPP loans. PPP lenders, including the Bank, may also be subject to the risk of litigation in connection with other aspects of the PPP, including but not limited to borrowers seeking forgiveness of their loans. If any such litigation is filed against the Bank, it may result in significant financial or reputational harm to us.
The U.S. economy will likely require an extensive period of time to recover from the effects of the COVID-19 pandemic. To the extent the effects of the COVID-19 pandemic adversely impact our business, financial condition, liquidity or results of operations, it may also have the effect of heightening many of the other risks described in this section.
Economic conditions have adversely affected and could continue to adversely affect our business and financial performance.
Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services that we offer, is highly dependent upon the business environment in the markets where we operate and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; terrorist acts; or a combination of these or other factors. An economic downturn, sustained high unemployment levels, or stock market volatility may negatively impact our operating results and have a negative effect on the ability of our borrowers to make timely repayments of their loans, increasing the risk of loan defaults and losses.
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Since our business is primarily concentrated in Missouri, Iowa, Kansas and Minnesota, a significant downturn in these state or local economies, particularly in St. Louis and the Springfield, Mo. areas, may adversely affect our business. We also have originated a significant dollar amount of loans in Texas and Oklahoma from our commercial loan offices in Dallas and Tulsa. A significant downturn in these state economies may adversely affect our business.
Our lending and deposit gathering activities historically were concentrated primarily in the Springfield and southwest Missouri areas. Our success continues to depend heavily on general economic conditions in Springfield and the surrounding areas. Although we believe the economy in these areas has recently been favorable relative to other areas, we do not know whether these conditions will continue. Until the past few years, our greatest concentration of loans and deposits has traditionally been in the Greater Springfield area. With a population of approximately 467,000, the Greater Springfield area is the third largest metropolitan area in Missouri. At December 31, 2020, approximately $342.7 million of our loan portfolio consisted of loans to borrowers in or secured by properties in the Springfield, Missouri metropolitan area.
Contiguous to Springfield is the Branson, Mo. area, which is a vacation and entertainment center, attracting tourists to its lakes, theme parks, resorts, country music and novelty shows and other recreational facilities. The Branson area experienced rapid growth in the early 1990s, with stable to slightly negative growth trends occurring in the late 1990s and into the early 2000s. Branson experienced growth again in the late 2000s as a result of a large retail, hotel, and convention center project which was constructed in Branson’s historic downtown. In addition, several large national retailers opened new stores in Branson. In 2010 through 2017, Branson experienced some negative growth trends with fewer visitors and the closing of some motels and shows. With its economy heavily dependent on entertainment and tourism, Branson has been hit especially hard by the COVID-19 pandemic. Residential construction has been very limited in the past few years and little net growth has occurred in Branson’s commercial real estate market segments. At December 31, 2020, approximately $56.6 million of our loan portfolio consisted of loans to borrowers in or secured by properties in the two-county region that includes the Branson area.
In addition to the concentrations in the southwest Missouri area, we now have our largest concentration of loans to borrowers in or secured by properties in the St. Louis, Mo. metropolitan area. At December 31, 2020, approximately $804.1 million of our loan portfolio consisted of loans for apartments, industrial revenue bonds and other types of commercial properties in the St. Louis, Mo. metropolitan area.
In addition to the concentrations discussed above, we have a concentration of loans to borrowers in or secured by properties in the States of Texas and Oklahoma. At December 31, 2020, approximately $430.7 million and $319.4 million of our loan portfolio consisted of loans primarily for various types of commercial real estate in the States of Texas and Oklahoma, respectively.
With the FDIC-assisted transactions that were completed in 2009, we now have additional concentrations of loans in Western and Central Iowa and in Eastern Kansas. The FDIC-assisted transaction completed in 2011 added to our concentrations in Missouri, particularly in St. Louis. As a result of the FDIC-assisted transaction completed in 2012, we have additional concentrations of loans in the Minneapolis, Minnesota metropolitan area. With the FDIC-assisted transaction that was completed in 2014, we now have additional loans in Eastern and Central Iowa.
In more recent years, we opened commercial loan production offices in Atlanta, Chicago and Denver. We expect loan growth in these offices to result in significant loan balances in Georgia, Illinois, and Colorado.
Adverse changes in regional and general economic conditions could reduce our growth rate, impair our ability to collect loans, increase loan delinquencies, increase problem assets and foreclosures, increase claims and lawsuits, decrease demand for our products and services, and decrease the value of collateral for loans, especially real estate, thereby having a material adverse effect on our financial condition and results of operations. Real estate values can also be affected by governmental rules or policies and natural disasters.
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Risks Relating to Lending Activities
Our loan portfolio possesses increased risk due to our relatively high concentration of commercial and residential construction, commercial real estate, other residential (multi-family) and other commercial loans.
Our commercial and other residential (multi-family) construction, commercial real estate, other residential (multi-family) and other commercial loans accounted for approximately 82.7% of our total loan portfolio as of December 31, 2020. Generally, we consider these types of loans to involve a higher degree of risk compared to first mortgage loans on one- to four-family, owner-occupied residential properties. At December 31, 2020, we had $1.37 billion of loans secured by apartments (including those under construction), $387.3 million of loans secured by retail-related projects, $484.4 million of loans secured by office/warehouse facilities, $305.9 million of loans secured by healthcare facilities, and $242.3 million of loans secured by motels/hotels, which are particularly sensitive to certain risks, including the following:
| ● | large loan balances owed by a single borrower; |
| ● | payments that are dependent on the successful operation of the project; and |
| ● | loans that are more directly impacted by adverse conditions in the real estate market or the economy generally. |
The risks associated with construction lending include the borrower’s inability to complete the construction process on time and within budget, the sale of the project within projected absorption periods, the economic risks associated with real estate collateral, and the potential of a rising interest rate environment. This activity may involve financing land purchases, infrastructure development (e.g., roads, utilities, etc.), as well as construction of residences or other residential (multi-family) dwellings for subsequent sale by the developer/builder. Because the sale of developed properties is critical to the success of the developer’s business, loan repayment may be especially subject to the volatility of real estate market sales activity. Management has established underwriting and monitoring criteria to help minimize the inherent risks of commercial real estate construction lending. However, there is no guarantee that these controls and procedures will reduce losses on this type of lending.
Commercial and other residential (multi-family) lending typically involves higher loan principal amounts and the repayment of these loans generally is dependent, in large part, on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Other commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business or investment. These loans may therefore be more adversely affected by conditions in the real estate markets or in the economy generally. For example, if the cash flow from the borrower’s project is reduced due to leases not being obtained or renewed, the borrower’s ability to repay the loan may be impaired. In addition, many commercial and other residential (multi-family) loans are not fully amortized over the loan period, but have balloon payments due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or complete a timely sale of the underlying property.
We plan to continue to originate commercial real estate and construction loans based on economic and market conditions. From 2008 to 2013, there was not significant demand for these types of loans due to the economic downturn. In more recent years, demand for these types of loans has increased and we expect to continue to originate these types of loans. Because of the increased risks related to these types of loans, we may determine it necessary to increase the level of our provision for credit losses. Increased provisions for credit losses would adversely impact our operating results. See “Item 1. Business-The Company-Lending Activities-Commercial Real Estate and Construction Lending,” “-Other Commercial Lending,” “-Residential Real Estate Lending” and “-Allowance for Losses on Loans and Foreclosed Assets” and “Item 7. Management’s Discussion of Financial Condition and Results of Operations – Non-performing Assets” in this Report.
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A slowdown in the residential or commercial real estate markets may adversely affect our earnings and liquidity position.
The overall credit quality of our construction loan portfolio is impacted by trends in real estate values. We continually monitor changes in key regional and national economic factors because changes in these factors can impact our residential and commercial construction loan portfolio and the ability of our borrowers to repay their loans. Across the United States for several years, the residential real estate market experienced significant adverse trends, including accelerated price depreciation and rising delinquency and default rates, and weaknesses arose in the commercial real estate market as well. The conditions in the residential real estate market led to significant increases in loan delinquencies and credit losses as well as higher provisioning for credit losses, which in turn had a negative effect on earnings for many banks across the country. Likewise, we also experienced delinquencies in our construction loan portfolio, almost entirely related to loans originated prior to 2009. Many of these older construction projects were “build to sell” types of projects where repayment of the loans was reliant on the borrower completing the project and then selling it. Conditions of both the residential and the commercial real estate markets could negatively impact real estate values and the ability of our borrowers to liquidate properties. A lack of liquidity in the real estate market or tightening of credit standards within the banking industry could diminish sales, further reducing our borrowers’ cash flows and weakening their ability to repay their debt obligations to us, which could lead to material adverse impacts on our financial condition and results of operations.
Our loan portfolio also possesses increased risk due to our concentration in consumer loans.
Our consumer loan portfolio, which includes home equity loans, grew significantly between 2010 and 2016. Consumer loan aggregate balances peaked at December 31, 2016 at $673.0 million, or 15.3% of our loan portfolio at that time. Since 2016, consumer loans have decreased to $241.6 million (this total includes $114.7 million of home equity loans), or 5.6% of our total loan portfolio as of December 31, 2020. Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower's continuing financial strength, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state consumer bankruptcy and insolvency laws, may limit the amount which can be recovered on these loans. These loans may also give rise to claims and defenses by a consumer loan borrower against an assignee of these loans such as the Bank, and a borrower may be able to assert against the assignee claims and defenses which it has against the seller of the underlying collateral.
A large portion of our consumer loans are secured by automobiles and, to a lesser extent, boats, recreational vehicles and manufactured homes, most of which are made by us indirectly through dealers in these products. Through these dealer relationships, the dealer completes the application with the consumer and then submits it to us for credit approval. As a result, we have limited personal contact with the borrower, creating an additional risk element for us. Effective March 2019, we stopped originating new indirect automobile loans through dealers.
Our allowance for credit losses may prove to be insufficient to absorb potential losses in our loan portfolio.
Lending money is a substantial part of our business. However, every loan we make carries a certain risk of non-payment. This risk is affected by, among other things:
| ● | cash flows of the borrower and/or the project being financed; |
| ● | in the case of a collateralized loan, the changes and uncertainties as to the future value of the collateral; |
| ● | the credit history of a particular borrower; |
| ● | changes in economic and industry conditions; and |
| ● | the duration of the loan. |
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We maintain an allowance for credit losses that we believe reflects a reasonable estimate of known and inherent losses within the loan portfolio. We make various assumptions and judgments about the collectability of our loan portfolio. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, credit quality of the loan portfolio, the collateral supporting the loans and performance of customers relative to their financial obligations with us. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and these losses may exceed current estimates. Growing loan portfolios are, by their nature, unseasoned. As a result, estimating credit loss allowances for growing portfolios is more difficult, and may be more susceptible to changes in estimates, and to losses exceeding estimates, than more seasoned portfolios. We cannot fully predict the amount or timing of losses or whether the loss allowance will be adequate in the future. Excessive credit losses and significant additions to our allowance for credit losses could have a material adverse impact on our financial condition and results of operations.
In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.
Risks Relating to Market Interest Rates
We may be adversely affected by interest rate changes.
Our earnings are largely dependent upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and investment securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies, in particular, the FRB. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but these changes could also affect our ability to originate loans and obtain deposits, the fair values of our financial assets and liabilities and the average duration of our loan and mortgage-backed securities portfolios. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. In addition, a substantial portion of our loans (approximately 52% of our total loan portfolio as of December 31, 2020) have adjustable rates of interest. While the higher payment amounts we would receive on these loans in a rising interest rate environment may increase our interest income, some borrowers may be unable to afford the higher payment amounts, which may result in a higher rate of default. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings.
We generally seek to maintain a neutral position in terms of the volume of assets and liabilities that mature or re-price during any period. As such, we have adopted asset and liability management strategies to attempt to minimize the potential adverse effects of changes in interest rates on net interest income, primarily by altering the mix and maturity of fixed-rate and variable-rate loans, investments and funding sources, including interest rate derivatives, so that we may reasonably maintain the Company’s net interest income and net interest margin. However, interest rate fluctuations, the level and shape of the interest rate yield curve, maintaining excess liquidity levels, loan prepayments, loan production and deposit flows are constantly changing and influence the ability to maintain a neutral position. Accordingly, we may not be successful in maintaining a neutral position and, as a result, our net interest margin may be adversely impacted.
The replacement of the LIBOR benchmark interest rate may adversely affect us.
Certain loans made by us and financing extended to us are made at variable rates that use LIBOR as a benchmark for establishing the interest rate. In addition, we also have investments, interest rate derivatives and borrowings that reference LIBOR. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. Subsequently, on November 30, 2020, the ICE Benchmark Administration announced its plan to extend the date most U.S. dollar LIBOR values would cease being computed to June 30, 2023. On the same date, the FRB. FDIC and OCC issued a joint statement encouraging banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate as soon as practicable and no later than December 31, 2021. In the United States, efforts to identify a set of alternative U.S. dollar reference interest rates are ongoing, and the Alternative Reference Rates Committee (ARRC) has recommended the use of a Secured Overnight
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Funding Rate (SOFR). SOFR is different from LIBOR in that it is a backward-looking secured rate rather than a forward-looking unsecured rate. These differences could lead to a greater disconnect between our costs to raise funds for SOFR as compared to LIBOR. The implementation of a substitute index or indices for the calculation of interest rates under our loan agreements with our borrowers may incur significant expenses in effecting the transition, may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or indices, which could have an adverse effect on our results of operations. These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established or the establishment of multiple alternative reference rates. These consequences cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us.
The fair value of our investment securities can fluctuate due to market conditions outside of our control.
Factors beyond our control can significantly influence the fair value of securities in our investment securities portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or with respect to the underlying securities, changes in market rates of interest and instability in the credit markets. Any of these mentioned factors could cause an impairment of these assets, which would lead to accounting charges which could have a material negative effect on our financial condition and/or results of operations.
Risks Relating to Liquidity
Conditions in the financial markets may limit our access to additional funding to meet our liquidity needs.
Liquidity is essential to our business, as we must maintain sufficient funds to respond to the needs of depositors and borrowers. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets could have a substantial adverse effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could negatively affect our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as severe disruption of the financial markets or negative news and expectations about the prospects for the financial services industry as a whole.
Our operations may depend upon our continued ability to access brokered deposits and Federal Home Loan Bank advances.
Due to the high level of competition for deposits in our markets, we have from time to time utilized a sizable amount of certificates of deposit obtained through deposit brokers and advances from the FHLBank to help fund our asset base. Brokered deposits are marketed through national brokerage firms that solicit funds from their customers for deposit in banks, including our bank. Brokered deposits and FHLBank advances may generally be more sensitive to changes in interest rates and volatility in the capital markets than retail deposits attracted through our branch network, and our reliance on these sources of funds increases the sensitivity of our portfolio to these external factors. Our brokered deposits and term FHLBank advances totaled $158.7 million and $-0- at December 31, 2020, compared with $371.7 million and $-0- at December 31, 2019. We had overnight borrowings from the FHLBank totaling $-0- and $196.0 million at December 31, 2020 and 2019, respectively. These overnight borrowings are included in short-term borrowings in the Company’s consolidated financial statements. We expect to continue to utilize brokered deposits from time to time as a supplemental funding source.
Bank regulators can restrict our access to these sources of funds in certain circumstances. For example, if the Bank’s regulatory capital ratios declined below the “well-capitalized” status, banking regulators would require the Bank to obtain their approval prior to obtaining or renewing brokered deposits. The regulators might not approve our acceptance of brokered deposits in amounts that we desire or at all. In addition, the availability of brokered deposits and the rates paid on these brokered deposits may be volatile as the balance of the supply of and the demand for brokered deposits changes. Market credit and liquidity concerns may also impact the availability and cost of brokered deposits. Similarly, FHLBank advances are only available to borrowers that meet certain conditions. If Great Southern were to cease meeting these conditions, our access to FHLBank advances could be significantly reduced or eliminated.
Certain Federal Home Loan Banks, including the Federal Home Loan Bank of Des Moines, have experienced lower earnings from time to time and paid out lower dividends to their members. Future problems at the Federal Home Loan Banks may impact the
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collateral necessary to secure borrowings and limit the borrowings extended to its member banks, as well as require additional capital contributions by its member banks. Should this occur, our short term liquidity needs could be negatively impacted. Should Great Southern be restricted from using FHLBank advances due to weakness in the system or with the FHLBank of Des Moines, Great Southern may be forced to find alternative funding sources. These alternative funding sources may include the utilization of existing lines of credit with third party banks or the Federal Reserve Bank along with seeking other lines of credit, borrowing under repurchase agreement lines, increasing deposit rates to attract additional funds, accessing additional brokered deposits, or selling loans or investment securities in order to maintain adequate levels of liquidity. At December 31, 2020, the Bank owned $6.0 million of stock in the FHLBank of Des Moines, which declared and paid an annualized dividend approximating 5.50% during the fourth quarter of 2020. The FHLBank of Des Moines may eliminate or reduce dividend payments at any time in the future in order for it to maintain or restore its retained earnings.
Risks Relating to Future Growth
Our strategy of pursuing acquisitions exposes us to financial, execution and operational risks that could adversely affect us.
We have in the past pursued, and may again in the future pursue, a strategy of supplementing internal growth by acquiring other financial institutions or branches that we believe will help us fulfill our strategic objectives and enhance our earnings. There are risks associated with this strategy, however, including the following:
| ● | We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks or businesses we acquire. If these issues or liabilities exceed our estimates, our earnings and financial condition may be adversely affected; |
| ● | Prices at which acquisitions can be made fluctuate with market conditions. We have experienced times during which acquisitions could not be made in specific markets at prices our management considered acceptable and expect that we will experience this condition in the future in one or more markets; |
| ● | The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity in order to make the transaction economically feasible. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful; |
| ● | To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing stockholders; and |
| ● | We may not be able to continue to sustain our past rate of growth or to grow at all in the future. We completed two acquisitions in 2009, one acquisition in 2011, one acquisition in 2012, one acquisition in 2014 and opened additional banking offices and commercial loan production offices in recent years that enhanced our rate of growth. Also in 2014, we acquired certain loans, deposits and branches from Boulevard Bank. In 2016, we completed an acquisition of certain loans, deposits and branches in St. Louis from Fifth Third Bank. |
Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed. If available, the cost of that capital may also be very high.
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. In addition, we may elect to raise additional capital to support the growth of our business or to finance acquisitions, if any, or we may elect to raise additional capital for other reasons. Should we be required by regulatory authorities or otherwise elect to raise additional capital, we may seek to do so through the issuance of, among other things, our common stock or securities convertible into our common stock, which could dilute your ownership interest in the Company.
Our ability to raise additional capital, if needed or desired, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances of our ability to raise additional capital if needed or desired, or if the terms will be acceptable to us. If we cannot raise additional capital when needed or
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desired, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially adversely affected.
Risks Relating to Competition
Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.
We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. To date, we have grown our business successfully by focusing on our geographic market, expanding into complementary markets and emphasizing the high level of service and responsiveness desired by our customers. We compete for loans, deposits and other financial services with other commercial banks, thrifts, credit unions, consumer finance companies, insurance companies and brokerage firms. Many of our competitors offer products and services that we do not offer, and many have substantially greater resources, name recognition and market presence that benefit them in attracting business. In addition, larger competitors (including certain nationwide banks that have a significant presence in our market areas) may be able to price loans and deposits more aggressively than we do, and smaller and newer competitors may also be more aggressive in terms of pricing loan and deposit products than us in order to obtain a larger share of the market. As we have grown, we have become dependent from time to time on outside funding sources, including funds borrowed from the FHLBank and brokered deposits, where we face nationwide competition. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on insured depositary institutions and their holding companies. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services.
We also experience competition from a variety of institutions outside of our market areas. Some of these institutions conduct business primarily over the Internet and may thus be able to realize certain cost savings and offer products and services at more favorable rates and with greater convenience to the customer.
Risks Relating to Regulation
Our business may be adversely affected by the highly regulated environment in which we operate, including the various capital adequacy guidelines we are required to meet.
We are subject to extensive federal and state legislation, regulation, examination and supervision. Recently enacted, proposed and future legislation and regulations have had, will continue to have, or may have an adverse effect on our business and operations. For example, a federal rule which took effect on July 1, 2010 prohibits a financial institution from automatically enrolling customers in overdraft protection programs, on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service. This rule has adversely affected, and is likely to continue to adversely affect, the results of our operations by reducing the amount of our non-interest income.
Our success depends on our continued ability to maintain compliance with the various regulations to which we are subject. Some of these regulations may increase our costs and thus place other financial institutions in stronger, more favorable competitive positions. We cannot predict what restrictions may be imposed upon us with future legislation. See “Item 1.-The Company -Government Supervision and Regulation” in this Report.
The Company and the Bank are required to meet certain regulatory capital adequacy guidelines and other regulatory requirements imposed by the FRB, the FDIC and the Missouri Division of Finance. If the Company or the Bank fails to meet these minimum capital guidelines and other regulatory requirements, our financial condition and results of operations could be materially and adversely affected and could compromise the status of the Company as a financial holding company. See “Item 1.-The Company -Government Supervision and Regulation” in this Report.
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Risks Relating to Technology and Cybersecurity and Other Operational Matters
Our exposure to operational risks may adversely affect us.
Similar to other financial institutions, we are exposed to many types of operational risk, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, the risk that sensitive customer or Company data is compromised, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors. If any of these risks occur, it could result in material adverse consequences for us.
We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements.
The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients.
We are also subject to security-related risks in connection with our use of technology, and our security measures may not be sufficient to mitigate the risk of a cyber-attack or to protect us from systems failures or interruptions.
Communications and information systems are essential to the conduct of our business. We use such systems to manage our client relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have a security impact. If one or more of these events occur, this could jeopardize our or our clients’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our clients or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.
As a service to our clients, we currently offer an Internet PC banking product and a smartphone application for iPhone and Android users. Use of these services involves the transmission of confidential information over public networks. We cannot be sure that advances in computer capabilities, new discoveries in the field of cryptography or other developments will not result in a compromise or breach in the commercially available encryption and authentication technology that we use to protect our clients’ transaction data. If we were to experience such a breach or compromise, we could suffer losses and reputational damage and our results of operations could be materially adversely affected.
While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of client information through various other vendors and their personnel.
The occurrence of any systems failure or interruption could damage our reputation and result in a loss of clients and business, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our results of operations.
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Our controls and procedures may be ineffective.
We regularly review and update our internal controls, disclosure controls and procedures and corporate governance policies and procedures. As a result, we may incur increased costs to maintain and improve our controls and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls or procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations or financial condition.
Risks Relating to Accounting Matters
Our accounting policies and methods impact how we report our financial condition and results of operations. Application of these policies and methods may require management to make estimates about matters that are uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with generally accepted accounting principles and reflect management’s judgment of the most appropriate manner to report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in our reporting materially different amounts than would have been reported under a different alternative. Our significant accounting policies are described in Note 1 of the accompanying audited financial statements included in Item 8 of this Report. These accounting policies are critical to presenting our financial condition and results of operations. They may require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions.
Changes in accounting standards could materially impact our consolidated financial statements.
The accounting standard setters, including the Financial Accounting Standards Board, Securities and Exchange Commission and other regulatory bodies, from time to time may change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in changes to previously reported financial results, or a cumulative charge to retained earnings.
New accounting standards may result in a significant change to our recognition of credit losses and may materially impact our financial condition or results of operations.
In June 2016, the Financial Accounting Standards Board issued new authoritative accounting guidance under ASC Topic 326 "Financial Instruments - Credit Losses" amending the incurred loss impairment methodology in accounting principles generally accepted in the United States of America ("GAAP") with a methodology that reflects expected credit losses (referred to as the "CECL model") and requires consideration of a broader range of reasonable and supportable information for credit loss estimates, which went into effect for us on January 1, 2021. Under the incurred loss model utilized until 2021, we delayed recognition of losses until it was probable that a loss was incurred. The CECL model represents a dramatic departure from the incurred loss model. The CECL model requires a financial asset (or a group of financial assets) measured at amortized cost basis, such as loans held for investment and held-to-maturity debt securities, to be presented at the net amount expected to be collected (net of the allowance for credit losses). Similarly, the credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than a write-down. In addition, the measurement of expected credit losses will take place at the time the financial asset is first added to the balance sheet (with periodic updates thereafter) and will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
As such, the CECL model will materially impact how we determine our allowance for credit losses and may require us to significantly increase our allowance for credit losses. Furthermore, we may experience more fluctuations in our allowance for credit losses, which may be significant. If we are required to materially increase our allowance for credit losses, it may negatively impact our financial condition and results of operations.
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The adoption of the CECL model requires us to recognize a one-time cumulative adjustment to our allowance for credit losses and a liability for potential losses related to the unfunded portion of our loans and commitments in order to fully transition from the incurred loss model to the CECL model, which will negatively impact our financial condition and results of operations. Upon adoption in the first quarter of 2021, we expect to increase the balance of our allowance for credit losses by approximately $12 million and create a liability for potential losses related to the unfunded portion of our loans and commitments of approximately $8 million. The after-tax effect of this is expected to reduce our retained earnings by approximately $13 million. These estimates are subject to change as material assumptions are refined and model validations are completed as we finalize our first quarter 2021 financial statements. This reduction in retained earnings is not expected to change our well capitalized status. The federal banking agencies have adopted final rules allowing all banking organizations that experience a reduction in retained earnings from the adoption of CECL to elect a three-year phase-in of the initial adverse impact to regulatory capital.
Risks Relating to our Common Stock
The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell our common stock when you want or at prices you find attractive.
We cannot predict how our common stock will trade in the future. The market value of our common stock will likely continue to fluctuate in response to a number of factors including the following, most of which are beyond our control, as well as the other factors described in this “Risk Factors” section:
| ● | actual or anticipated quarterly fluctuations in our operating and financial results; |
| ● | developments related to investigations, proceedings or litigation that involve us; |
| ● | changes in financial estimates and recommendations by financial analysts; |
| ● | dispositions, acquisitions and financings; |
| ● | actions of our current stockholders, including sales of common stock by existing stockholders and our directors and executive officers; |
| ● | fluctuations in the stock price and operating results of our competitors; |
| ● | regulatory developments; and |
| ● | other developments related to the financial services industry. |
The market value of our common stock may also be affected by conditions affecting the financial markets in general, including price and trading fluctuations. These conditions may result in (i) volatility in the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common stock and (ii) sales of substantial amounts of our common stock in the market, in each case that could be unrelated or disproportionate to changes in our operating performance. These broad market fluctuations may adversely affect the market value of our common stock. Our common stock also has a low average daily trading volume relative to many other stocks, which may limit an investor’s ability to quickly accumulate or divest themselves of large blocks of our stock. This can lead to significant price swings even when a relatively small number of shares are being traded.
There may be future sales of additional common stock or other dilution of our equity, which may adversely affect the market price of our common stock.
We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. The market value of our common stock could decline as a result of sales by us of a large number of shares of common stock or preferred stock or similar securities in the market or the perception that such sales could occur.
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Our board of directors is authorized to cause us to issue additional common stock, as well as classes or series of preferred stock, generally without any action on the part of the stockholders. In addition, the board has the power, generally without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution or winding-up of our business and other terms. If we issue preferred stock in the future that has a preference over the common stock with respect to the payment of dividends or upon liquidation, dissolution or winding-up, or if we issue preferred stock with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the market value of the common stock could be adversely affected.
Regulatory and contractual restrictions may limit or prevent us from paying dividends on and repurchasing our common stock.
Great Southern Bancorp, Inc. is an entity separate and distinct from its principal subsidiary, Great Southern Bank, and derives substantially all of its revenue in the form of dividends from that subsidiary. Accordingly, Great Southern Bancorp, Inc. is and will be dependent upon dividends from the Bank to pay the principal of and interest on its indebtedness, to satisfy its other cash needs and to pay dividends on its common stock. The Bank’s ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. In the event the Bank is unable to pay dividends to Great Southern Bancorp, Inc., Great Southern Bancorp, Inc. may not be able to pay dividends on its common stock. Also, Great Southern Bancorp, Inc.’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. This includes claims under the liquidation account maintained for the benefit of certain eligible deposit account holders of the Bank established in connection with the Bank’s conversion from the mutual to the stock form of ownership.
As described below in the next risk factor, the terms of our outstanding junior subordinated debt securities prohibit us from paying dividends on or repurchasing our common stock at any time when we have elected to defer the payment of interest on such debt securities or certain events of default under the terms of those debt securities have occurred and are continuing. These restrictions could have a negative effect on the value of our common stock. Moreover, holders of our common stock are entitled to receive dividends only when, as and if declared by our board of directors. Although we have historically paid cash dividends on our common stock, we are not required to do so and our board of directors could reduce, suspend or eliminate our common stock cash dividend in the future.
If we defer payments of interest on our outstanding junior subordinated debt securities or if certain defaults relating to those debt securities occur, we will be prohibited from declaring or paying dividends or distributions on, and from making liquidation payments with respect to, our common stock.
As of December 31, 2020, we had outstanding $25.8 million aggregate principal amount of junior subordinated debt securities issued in connection with the sale of trust preferred securities by one of our subsidiaries that is a statutory business trust. We have also guaranteed those trust preferred securities. The indenture governing the junior subordinated debt securities, together with the related guarantee, prohibits us, subject to limited exceptions, from declaring or paying any dividends or distributions on, or redeeming, repurchasing, acquiring or making any liquidation payments with respect to, any of our capital stock (including any preferred stock and our common stock) at any time when (i) there shall have occurred and be continuing an event of default under the indenture or any event, act or condition that with notice or lapse of time or both would constitute an event of default under the indenture; or (ii) we are in default with respect to payment of any obligations under the related guarantee; or (iii) we have deferred payment of interest on the junior subordinated debt securities. In that regard, we are entitled, at our option but subject to certain conditions, to defer payments of interest on the junior subordinated debt securities from time to time for up to five years.
Events of default under the indenture generally consist of our failure to pay interest on the junior subordinated debt securities under certain circumstances, our failure to pay any principal of or premium on the junior subordinated debt securities when due, our failure to comply with certain covenants under the indenture, and certain events of bankruptcy, insolvency or liquidation relating to us or Great Southern Bank.
As a result of these provisions, if we were to elect to defer payments of interest on the junior subordinated debt securities, or if any of the other events described in clause (i) or (ii) of the first paragraph of this risk factor were to occur, we would be prohibited from declaring or paying any dividends on our stock, from redeeming, repurchasing or otherwise acquiring any of our stock, and from making any payments to holders of our stock in the event of our liquidation, which would likely have a material adverse effect on the market value of our common stock. Moreover, without notice to or consent from our stockholders, we may issue additional series of
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junior subordinated debt securities in the future with terms similar to those of our existing junior subordinated debt securities or enter into other financing agreements that limit our ability to purchase or to pay dividends or distributions on our capital stock, including our common stock.
The voting limitation provision in our charter could limit your voting rights as a holder of our common stock.
Our charter provides that any person or group who acquires beneficial ownership of our common stock in excess of 10.0% of the outstanding shares may not vote the excess shares. Accordingly, if you acquire beneficial ownership of more than 10.0% of the outstanding shares of our common stock, your voting rights with respect to the common stock will not be commensurate with your economic interest in the Company.
Anti-takeover provisions could adversely impact our stockholders.
Provisions in our charter and bylaws, the corporate law of the state of Maryland and federal regulations could delay or prevent a third party from acquiring us, despite the possible benefit to our stockholders, or otherwise adversely affect the market price of any class of our equity securities, including our common stock. These provisions include: a prohibition on voting shares of common stock beneficially owned in excess of 10% of total shares outstanding, supermajority voting requirements for certain business combinations with any person who beneficially owns 10% or more of our outstanding common stock; the election of directors to staggered terms of three years; advance notice requirements for nominations for election to our board of directors and for proposing matters that stockholders may act on at stockholder meetings, a requirement that only directors may fill a vacancy in our board of directors, and supermajority voting requirements to remove any of our directors. Our charter also authorizes our board of directors to issue preferred stock, and preferred stock could be issued as a defensive measure in response to a takeover proposal. In addition, because we are a bank holding company, purchasers of 10% or more of our common stock may be required to obtain approvals under the Change in Bank Control Act of 1978, as amended, or the Bank Holding Company Act of 1956, as amended (and in certain cases such approvals may be required at a lesser percentage of ownership). Specifically, under regulations adopted by the Federal Reserve Board, (a) any other bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 5% or more of our common stock and (b) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 10% or more of our common stock.
These provisions may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock. These provisions also could discourage proxy contests and make it more difficult for holders of our common stock to elect directors other than the candidates nominated by our board of directors.
Three members of the Turner family may exert substantial influence over the Company through their board and management positions and their ownership of the Company’s stock.
The Company’s Chairman of the Board, William V. Turner, and the Company’s Director, President and Chief Executive Officer, Joseph W. Turner, are father and son, respectively. Julie Turner Brown, a director of the Company, is the sister of Joseph Turner and the daughter of William Turner. These three Turner family members hold three of the Company’s nine Board positions. As of December 31, 2020, they also collectively beneficially owned approximately 2,022,786 shares of the Company’s common stock (excluding 73,250 shares underlying stock options exercisable as of or within 60 days after that date), representing approximately 14.7% of total shares outstanding, though they are subject to the voting limitation provision in our charter which precludes any person or group with beneficial ownership in excess of 10% of total shares outstanding from voting shares in excess of that threshold. Through their board and management positions and their ownership of the Company’s stock, these three members of the Turner family may exert substantial influence over the direction of the Company and the outcome of Board and stockholder votes.
In addition to the Turner family members, we are aware of other beneficial owners of more than five percent of the outstanding shares of our common stock. One of these beneficial owners is also a director of the Company.
As of December 31, 2020, one of the Company’s directors, Earl A. Steinert, beneficially owned 939,596 shares of our common stock (excluding 2,000 shares underlying stock options exercisable as of or within 60 days after that date), representing approximately 6.8% of total shares outstanding. The shares that can be voted by the Turner family members (1,375,261 shares, per the ten percent voting limitation in our charter) and the shares beneficially owned by Mr. Steinert (939,596) total 2,314,857, representing approximately
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16.8% of total shares outstanding. While they have no agreement to do so, to the extent they vote in the same manner, these stockholders may be able to exercise influence over the management and business affairs of our Company. For example, using their collective voting power, these stockholders may be able to affect the outcome of director elections or block significant transactions, such as a merger or acquisition, or any other matter that might otherwise be favored by other stockholders.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES.
The Company’s corporate offices and operations center are located in Springfield, Missouri. At December 31, 2020, the Company operated 94 retail banking centers and over 200 automated teller machines ("ATMs") in Missouri, Iowa, Minnesota, Kansas, Nebraska and Arkansas. Of the 94 banking centers, the Company owns 87 of its locations and 7 were leased for various terms. The majority of our banking center locations are in southwest and central Missouri, including the Springfield, Mo. metropolitan area, with additional concentrations in the Sioux City, Iowa, Des Moines, Iowa, Quad Cities, Iowa, Minneapolis, Minn., St. Louis Mo. and Kansas City, Mo. metropolitan areas. The ATMs are located at various banking centers and primarily convenience stores and retail centers located throughout southwest and central Missouri. At December 31, 2020, the Company also operated six commercial loan production offices and one mortgage loan production office. The Company owns one of its loan production office locations and six locations are leased. All buildings which are owned are owned free of encumbrances or mortgages. In the opinion of management, the facilities are adequate and suitable for the needs of the Company. The aggregate net book value of the Company's premises and equipment was $139.2 million and $141.9 million at December 31, 2020 and 2019, respectively. See also Note 6 of the accompanying audited financial statements, which are included in Item 8 of this Report.
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ITEM 3.LEGAL PROCEEDINGS.
In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages. While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 4A.INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Pursuant to General Instruction G(3) of Form 10-K and the instruction to Item 401 of Regulation S-K, the following information is furnished in lieu of being included in the Registrant’s definitive proxy statement.
The following information as to the business experience during the past five years is supplied with respect to executive officers of the Company and its subsidiaries who are not directors of the Company and its subsidiaries. There are no arrangements or understandings between the persons named and any other person pursuant to which such officers were selected. The executive officers are elected annually and serve at the discretion of the respective Boards of Directors of the Company and its subsidiaries.
Kevin L Baker. Mr. Baker, age 53, is Vice President and Chief Credit Officer of the Bank. He joined the Bank in 2005 and is responsible for the overall credit approval process, commercial and consumer loan collection process and the loan documentation and servicing processes. Prior to joining the Bank, Mr. Baker was a lending officer at a commercial bank.
John M. Bugh. Mr. Bugh, age 53, is Vice President and Chief Lending Officer of the Bank. He joined the Bank in 2011 and is in charge of all loan production for the Bank, including commercial, residential and consumer loans. Prior to joining the Bank, Mr. Bugh was a lending officer at other commercial banks and was an examiner for the FDIC.
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Rex A. Copeland. Mr. Copeland, age 56, is Treasurer of the Company and Senior Vice President and Chief Financial Officer of the Bank. He joined the Bank in 2000 and is responsible for the financial functions of the Company, including the internal and external financial reporting of the Company and its subsidiaries. Mr. Copeland is a Certified Public Accountant. Prior to joining the Bank, Mr. Copeland served other financial services companies in the areas of corporate accounting, internal audit and independent public accounting.
Douglas W. Marrs. Mr. Marrs, age 63, is Assistant Secretary of the Company and Assistant Secretary, Vice President - Operations of the Bank. He joined the Bank in 1996 and is responsible for all operations functions of the Bank. Prior to joining the Bank, Mr. Marrs was a bank officer in the areas of operations and data processing at a commercial bank. In June 2020, the Company announced Mr. Marrs’ intent to retire in June 2021. He announced his intention to retire well in advance to assure an orderly leadership transition.
Linton J. Thomason. Mr. Thomason, age 65, is Vice President - Information Services of the Bank. He joined the Bank in 1997 and is responsible for information services for the Company and all of its subsidiaries and all treasury management sales/operations of the Bank. Prior to joining the Bank, Mr. Thomason was a bank officer in the areas of technology and data processing, operations and treasury management at a commercial bank. In January 2021, the Company announced Mr. Thomason’s intent to retire in December 2021. He announced his intention to retire well in advance to assure an orderly leadership transition.
PART II
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ITEM 5 |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Market Information
The Company’s Common Stock is listed on The NASDAQ Global Select Market under the symbol “GSBC.”
As of December 31, 2020, there were 13,752,605 total shares of common stock outstanding and approximately 2,000 stockholders of record.
The Company’s ability to pay dividends is substantially dependent on the dividend payments it receives from the Bank. For a description of the regulatory restrictions on the ability of the Bank to pay dividends to the Company, and the ability of the Company to pay dividends to its stockholders, see “Item 1. Business – Government Supervision and Regulation – Dividends.”
Stock Repurchases
On April 18, 2018, the Company's Board of Directors authorized management to repurchase up to 500,000 shares of the Company's outstanding common stock, under a program of open market purchases or privately negotiated transactions. This program, which did not have an expiration date, was completed in November 2020.
On October 21, 2020, the Company's Board of Directors authorized management to repurchase up to 1,000,000 shares of the Company's outstanding common stock, under a program of open market purchases or privately negotiated transactions. This program does not have an expiration date. The authorization of this program became effective upon completion of the repurchase program authorized in April 2018 discussed above.
From time to time, the Company may utilize a pre-arranged trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 to repurchase its shares under its repurchase programs.
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As indicated below, the Company repurchased the following shares of its common stock during the three months ended December 31, 2020.
| (1) | Amount represents the number of shares available to be repurchased under the current program as of the last calendar day of the month shown. |
ITEM 6.SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by BKD, LLP. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8. “Financial Statements and Supplementary Information.” Results for past periods are not necessarily indicative of results that may be expected for any future period.
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| (1) | Net income divided by average total assets. |
| (2) | Net income divided by average stockholders’ equity. |
| (3) | Yield on average interest-earning assets less rate on average interest-bearing liabilities. |
| (4) | Net interest income divided by average interest-earning assets. |
| (5) | Non-interest expense divided by the sum of net interest income plus non-interest income. |
| (6) | Non-interest expense less non-interest income divided by average total assets. |
| (7) | Cash dividends per common share divided by earnings per common share. |
| (8) | Excludes assets acquired in FDIC-assisted transactions. |
| (9) | Non-GAAP Financial Measure. For additional information, including a reconciliation to GAAP, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures.” |
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|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-looking Statements
When used in this Annual Report and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” "will likely result," "are expected to," "will continue," "is anticipated," “believe,” "estimate," "project," "intends" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements. The novel coronavirus disease, or COVID-19, pandemic is adversely affecting the Company, its customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on the Company’s business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic conditions, including further increases in unemployment rates, or turbulence in domestic or global financial markets could adversely affect the Company’s revenues and the values of its assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price volatility. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to, COVID-19, could affect the Company in substantial and unpredictable ways.
Other factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company's merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company's market areas; (iii) fluctuations in interest rates; (iv) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (v) the possibility of other-than-temporary impairments of securities held in the Company's securities portfolio; (vi) the Company's ability to access cost-effective funding; (vii) fluctuations in real estate values and both residential and commercial real estate market conditions; (viii) the ability to adapt successfully to technological changes to meet customers' needs and developments in the marketplace; (ix) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (x) legislative or regulatory changes that adversely affect the Company's business, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and its implementing regulations, the overdraft protection regulations and customers' responses thereto and the Tax Cut and Jobs Act; (xi) changes in accounting policies and practices or accounting standards, including Accounting Standards Update 2016-13, Credit Losses (Topic 326), “Measurement of Credit Losses on Financial Instruments,” commonly referenced as the Current Expected Credit Loss model, which, upon adoption, resulted in an increase in the Company’s allowance for credit losses; (xii) monetary and fiscal policies of the Federal Reserve Board and the U.S. Government and other governmental initiatives affecting the financial services industry; (xiii) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for loan losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xiv) costs and effects of litigation, including settlements and judgments; (xv) competition; (xvi) uncertainty regarding the future of LIBOR; and (xvii) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described from time to time in documents filed or furnished by the Company with the SEC could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.
The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
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Critical Accounting Policies, Judgments and Estimates
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.
Allowance for Loan Losses and Valuation of Foreclosed Assets
The Company believes that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The allowance for loan losses is calculated with the objective of maintaining an allowance level believed by management to be sufficient to absorb estimated loan losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates of, among other things, expected default probabilities, loss once loans default, expected commitment usage, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses, and general amounts for historical loss experience.
The process also considers economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses may be required which would adversely impact earnings in future periods. In addition, the Bank’s regulators could require additional provisions for loan losses as part of their examination process.
Additional discussion of the allowance for loan losses is included in "Item 1. Business - Allowances for Losses on Loans and Foreclosed Assets." Inherent in this process is the evaluation of individual significant credit relationships. From time to time certain credit relationships may deteriorate due to payment performance, cash flow of the borrower, value of collateral, or other factors. In these instances, management may revise its loss estimates and assumptions for these specific credits due to changing circumstances. In some cases, additional losses may be realized; in other instances, the factors that led to the deterioration may improve or the credit may be refinanced elsewhere and allocated allowances may be released from the particular credit. No significant changes were made to management's overall methodology for evaluating the allowance for loan losses during the periods presented in the financial statements of this report.
On January 1, 2021, the Company adopted the new accounting standard related to the Allowance for Credit Losses. For assets held at amortized cost basis, this standard eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. See Note 1 of the accompanying audited financial statements for additional information.
In addition, the Company considers that the determination of the valuations of foreclosed assets held for sale involves a high degree of judgment and complexity. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sales of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sales of the assets could differ materially from the carrying value reflected in the financial statements, resulting in losses that could adversely impact earnings in future periods.
Goodwill and Intangible Assets
Goodwill and intangible assets that have indefinite useful lives are subject to an impairment test at least annually and more frequently if circumstances indicate their value may not be recoverable. Goodwill is tested for impairment using a process that estimates the fair value of each of the Company’s reporting units compared with its carrying value. The Company defines reporting units as a level below each of its operating segments for which there is discrete financial information that is regularly reviewed. As of December 31, 2020, the Company has one reporting unit to which goodwill has been allocated – the Bank. If the fair value of a reporting unit exceeds its carrying value, then no impairment is recorded. If the carrying value amount exceeds the fair value of a reporting unit, further testing is completed comparing the implied fair value of the reporting unit’s goodwill to its carrying value to measure the amount of impairment. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets to their carrying values. At December 31, 2020, goodwill consisted of $5.4 million at the Bank reporting unit, which included goodwill of $4.2 million that was recorded during 2016 related to the acquisition of 12 branches from Fifth Third
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Bank. Other identifiable intangible assets that are subject to amortization are amortized on a straight-line basis over a period of seven years. At December 31, 2020, the amortizable intangible assets consisted of core deposit intangibles of $1.5 million, including $1.3 million related to the Fifth Third Bank transaction in January 2016, $200,000 related to the Valley Bank transaction in June 2014 and $31,000 related to the Boulevard Bank transaction in March 2014. These amortizable intangible assets are reviewed for impairment if circumstances indicate their value may not be recoverable based on a comparison of fair value. See Note 1 of the accompanying audited financial statements for additional information.
For purposes of testing goodwill for impairment, the Company used a market approach to value its reporting unit. The market approach applies a market multiple, based on observed purchase transactions for each reporting unit, to the metrics appropriate for the valuation of the operating unit. Significant judgment is applied when goodwill is assessed for impairment. This judgment may include developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables and incorporating general economic and market conditions.
Based on the Company’s goodwill impairment testing, management does not believe any of the Company’s goodwill or other intangible assets were impaired as of December 31, 2020. While management believes no impairment existed at December 31, 2020, different conditions or assumptions used to measure fair value of the reporting unit, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of the Company’s impairment evaluation in the future.
Current Economic Conditions
Changes in economic conditions could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for credit losses, or capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.
Following the housing and mortgage crisis and correction beginning in mid-2007, the United States entered an economic downturn. Unemployment rose from 4.7% in November 2007 to peak at 10.0% in October 2009. Since that time, economic conditions improved considerably, as indicated by higher consumer confidence levels, increased economic activity and low unemployment levels. The economy continued to operate at historically strong levels until the impact of the COVID-19 pandemic began to take its toll in the first quarter of 2020. The economy plunged into a recession in the first quarter of 2020, as efforts to contain the spread of COVID-19 forced all but essential business activity, or any work that could not be done from home, to stop, closing factories, restaurants, entertainment and sports venues, retail shops, personal services locations, and more.
The CARES Act, enacted in March 2020, injected approximately $3 trillion into the economy through direct payments to individuals and grants to small businesses designed to keep employees on their payrolls and fuel a bounce-back in economic activity. Also, as the crisis unfolded, the Federal Reserve acted decisively, employing a wide arsenal of tools including slashing its benchmark interest rate to zero and ensuring credit availability to businesses, households, and municipal governments.
To help our customers navigate through the pandemic, we offered Paycheck Protection Program (PPP) loans and short-term modifications to loan terms. PPP loans and modifications were made in accordance with guidance from banking regulatory authorities. These modifications did not result in the loans being classified as troubled debt restructurings. Severely impacted industries in our loan portfolio include retail, hotel and restaurants.
More than 22 million jobs were lost nationally in March and April 2020, as firms closed their doors or reduced their operations, sending employees home on furlough or layoffs. At home, with uncertain incomes and limited buying opportunities, consumer spending plummeted. As a result, gross domestic product (GDP), the broadest measure of the nation's economic output, plunged. Improvements in consumer spending, the GDP and employment have since occurred. Around 56% of those jobs lost in early 2020 have come back, with a return to full employment anticipated by the end of 2022.
While the U.S. economic recovery began with a robust rebound from the pandemic-induced recession, challenges remain with millions still out of work and many businesses still closed or operating under reduced hours or capacity. Social distancing measures continue to restrict economic activity, and intermittent closures and re-openings have dampened household and business sentiment.
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The Federal Reserve continues to maintain a highly accommodative monetary policy by maintaining short-term rates firmly at the zero lower bound and purchasing Treasury and agency mortgage-backed securities to keep long-term interest rates low. With consumer interest rates at record lows and with 30-year fixed-rate mortgages below 3%, the housing market has boomed. Home sales have been above their pre-pandemic levels, and construction activity has picked up in response. The Federal Reserve’s quantitative easing is expected to begin tapering in 2022, while the zero-interest-rate policy will likely remain in place until the economy is near full employment and inflation is firmly above the Federal Reserve’s 2% inflation target, which is not expected until early 2023.
Under the Biden administration and new Congress, additional fiscal stimulus packages are expected for 2021. The “American Rescue Plan” is an economic relief measure in the $1.9 trillion range with an emphasis on vaccination and individual and small business relief. Later in 2021, the “Build Back Better” recovery package, with an emphasis on infrastructure, research and development, education and green energy transition, is expected to be pursued. Increases in corporate and individual tax rates may be used to fund these initiatives.
In December 2020, employment declined by approximately 140,000 jobs from the previous month and the unemployment rate was unchanged from November 2020 at 6.7%, but down from 7.9% in September 2020. The decline in payroll employment reflects an increase in COVID cases and efforts to contain the pandemic. In December 2020, job losses in leisure and hospitality as well as private education were partially offset by gains in professional and business services, retail trade, and construction. Employment in leisure and hospitality declined by 498,000, with three-quarters of the decrease in food services and drinking establishments. Since February 2020, employment in leisure and hospitality is down by 3.9 million, or 23.2%. Retail trade added 121,000 jobs in December 2020 with nearly half of the growth occurring in general merchandise stores, while professional and business services added 161,000 jobs. In December 2020, both the national unemployment rate (6.7)% and the number of unemployed persons (10.7 million) were unchanged from November 2020. Although both measures are much lower than their April 2020 highs, they are nearly twice their pre-pandemic levels in February 2020 (3.5% and 5.7 million, respectively). Unemployment rates will likely continue to be volatile and dependent upon the containment of the COVID-19 pandemic.
In December 2020, the U.S. labor force participation rate (the share of working-age Americans employed or actively looking for a job) stood at 61.7%, a decrease from 63.1% at the end of 2019. The participation rate, along with full employment, is projected to return to pre-pandemic levels by the end of 2022.
The unemployment rate for the Midwest, where the Company conducts most of its business, decreased from 7.2% in September 2020 to 5.7% in December 2020. Unemployment rates for December 2020 were: Arkansas at 4.2%, Colorado at 8.4%, Georgia at 5.6%, Illinois at 7.6%, Iowa at 3.1%, Kansas at 3.8%, Minnesota at 4.4%, Missouri at 5.8%, Nebraska at 3.0%, Oklahoma at 5.3%, and Texas at 7.2%. Of the metropolitan areas in which the Company does business, the largest unemployment increases occurred in the Dallas and Chicago areas with an increase in the unemployment rate by 3.4% and 5.2% from December 2019, respectively, and ending with a rate in December 2020 of 6.3% and 8.1% respectively. While all but two of the Company’s metropolitan areas had an increase in unemployment due to the ongoing pandemic, the remaining areas are below the national unemployment rate of 6.7%.
Housing
Sales of newly built single-family homes for December 2020 were at a seasonally adjusted annual rate of 842,000 according to U.S. Census Bureau and the Department of Housing and Urban Development estimates. This is 1.6% below the revised November 2020 rate of 829,000 but is 15.2% above the December 2019 estimate of 731,000. The median sales price of new houses sold in December 2020 was $355,900, up slightly from $331,400 in December 2019. The December 2020 average sales price of $394,900 was up slightly from $384,500 a year earlier. The inventory of new homes for sale at the end of December 2020 would support 4.3 months’ supply at the then-current sales rate, down from 5.7 months’ supply in December 2019.
Existing-home sales rose in December 2020, with home sales reaching their highest level since 2006, according to the National Association of Realtors (NAR). Total existing-home sales completed transactions that include single-family homes, townhomes, condominiums and co-ops, increased 0.7% from November 2020 to a seasonally adjusted annual rate of 6.76 million units in December 2020. Sales in total rose 22.2% from a year ago (5.53 million units in December 2019). The median existing home price for all housing types in December 2020 was $309,800, up 12.9% from December 2019 at $274,500, as prices increased in every region. December’s national price increase marked the 106th consecutive month of year-over-year gains. Median home prices increased at double-digit rates in each of the four major regions from one year ago. Existing home sales in the Midwest were unchanged compared to the previous month, recording an annual rate of 1.59 million units in December 2020, but up 26.2% from a year earlier. The median
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price in the Midwest was $235,700, a 13.7% increase from a year ago. First-time buyers accounted for 31% of sales in December 2020, unchanged from December 2019, but down from 32% in November 2020.
According to Freddie Mac, the average commitment rate for a 30-year, conventional, fixed-rate mortgage was 2.68% in December 2020, down from 2.77% in November 2020. The average commitment rate for all of 2020 was 3.11%, down from 3.94% for 2019.
The COVID-19 pandemic upended the U.S. apartment sector in 2020 with the pandemic resulting in changing attitudes regarding working from home and living in densely populated environments. Renters have sought more space and affordability; i.e. rents for two-bedroom units have held up better, while studios and downtown units have experienced the worst declines. An estimated 50,000 downtown units likely went unfilled in 2020, and vacancies for downtown product in some areas topped 10% by the end of 2020. Leasing of suburban product powered the demand with renters choosing to move to the suburbs, where they could find more space at lower rents. CoStar estimates 2020 demand in line with the past three years even with new deliveries setting a record at more than 420,000 units opened in 2020. Absorption surged in the third quarter of 2020, a sign that the weak second quarter absorption was the result of lockdown restrictions rather than a reduction in underlying demand for housing. Rents ended the year essentially flat year-over-year, but with important differences across markets and product types. Rents for downtown product ended the year down 7% from the pre-COVID peak while rents in the suburbs rose about 1% over the course of the year. Economic stimulus packages and eviction leniency periods continue to bolster the apartment industry, while unemployment levels will continue to determine the long-term outlook for apartment demand.
In December 2020, national apartment vacancy rates had increased slightly to 6.9% from 6.4% as of December 2019. Our market areas reflected the following vacancy levels in December 2020: Springfield at 4.1%, St. Louis at 8.6%, Kansas City at 8.5%, Minneapolis at 6.8%, Tulsa at 7.7%, Dallas-Fort Worth at 8.8%, Chicago at 8.3%, Atlanta at 8.4%, and Denver at 8.0%.
Commercial Real Estate Other Than Housing
Even before the disruption caused by the COVID-19 pandemic, the trend of slowing growth in the office industry was expected to continue in 2020 and linger through 2021. The office demand declines that characterized much of 2020 have carried into 2021. Office-using employment remained nearly one million jobs lower than the peak level from the first quarter of 2020. While absorption decreases slowed a bit at year-end, the US office sector recorded about 75 million square feet of negative demand in 2020. As the pandemic continues to flare in areas, many companies have extended work-from-home protocols to the middle of 2021 or beyond, reversing much of the limited space utilization momentum. There will likely not be a significant increase in physical occupancy until vaccines become accessible to the general population on a large scale. Baseline forecasts call for office-using employment totals to return to pre-pandemic levels by the end of 2022, and continue to moderately accelerate from there. As of December 2020, national office vacancy rates had increased slightly to 11.5% while our market areas reflected the following vacancy levels: Springfield at 3.4%, St. Louis at 7.7%, Kansas City at 8.7%, Minneapolis at 8.9%, Tulsa at 11.2%, Dallas-Fort Worth at 17.4%, Chicago at 13.5%, Atlanta at 13.3% and Denver at 13.0%.
The gradual reopening of the economy and the relaxation of social distancing restrictions has modestly lifted consumer attitudes, and confidence and sentiment metrics showed hints of stabilization. However, infection rates remain high and vaccine distribution has been challenging, threatening the path to stability and recovery while adding uncertainty to retailers who were already experiencing reduced revenues and limited liquidity. As a result, tenant and landlord sentiment remains on fragile footing, and negative net absorption continues to increase as retailers and restaurants shutter their businesses under unprecedented financial stress. The wave of retail bankruptcies is expected to continue, with bankruptcies and store closures particularly concentrated throughout the apparel and department store subtypes. On the other hand, despite the tumultuous COVID-stricken backdrop and the many headwinds forcing the rapid evolution and adaptation of retailers across the country, the retail sector continues to exhibit areas of resilience and perseverant activity. Not all retailers are in distress, and aggregate leasing trends demonstrate plenty of pockets of strength. Discounters such as Dollar General, Dollar Tree, TJ Maxx, and Ross Dress for Less; general merchandisers such as Target and Walmart; pharmacies such as Walgreens; pet stores; grocery stores; and home improvement/tool retailers have been among the most active businesses since the pandemic hit. Though these essential-oriented tenant types remain a positive source of demand, their strength likely won't be enough to offset weakness in other segments. Vacancy has risen alongside swelling negative net absorption, and occupancy is poised to erode further. Even landlords with fully occupied buildings are struggling, as many tenants have found it difficult to make rent, seeking rent deferral, rent amendments, or rent modifications. The rise in vacancies has not been uniform across subtypes, and malls have been disproportionately impacted by space give-backs and retailer closures. The vacancy rate in malls rose most significantly throughout 2020, expanding by nearly 70 basis points. Overall, aggregate rent growth dipped into negative territory for the first time since 2012,
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registering at -0.7% year-over-year in the fourth quarter of 2020. With store closures mounting and negative net absorption expected to persist throughout at least the next year, rent growth is poised to deteriorate further across all forecast scenarios and subtypes. Single-tenant, essential-oriented properties occupied by banks, pharmacies, and grocery stores continue to trade even amidst a broader lull in investment activity, emphasizing the degree to which strip centers and grocery-anchored centers with more essential tenant-mix will likely capture investor attention leading out of the pandemic.
As of December 2020, national retail vacancy rates stayed the same as the previous month at 5.1% while our market areas reflected the following vacancy levels: Springfield at 3.8%, St. Louis at 4.9%, Kansas City at 5.9%, Minneapolis at 3.8%, Tulsa at 4.2%, Dallas-Fort Worth at 6.1%, Chicago at 6.3%, Atlanta at 5.4% and Denver at 5.3%.
The unprecedented rise in online shopping and quick delivery demands brought on by the pandemic have propelled industrial demand to all-time highs. Leasing activity improved throughout the 2020 fourth quarter, led primarily by commitments from Amazon, power-grocers Walmart and Target, but also smaller healthcare and medical-oriented supply.
Despite the improvement in leasing velocity, U.S. economic growth faces headwinds as a result of the COVID-19 pandemic, including dampened aggregate demand and reduced export growth. Both will adversely impact the warehouse sector. Disrupted and curtailed supply chains also are problematic for port markets and distribution players. Meanwhile, labor shortages arising from mandatory construction suspensions place further pressure on industrial operators, distributors, and manufacturers.
Net absorption accordingly cooled to its lowest level since 2012, which lifted vacancy to 5.5% and caused rent growth to dip below 4% for the first time since 2013. Persistent demand from e-commerce and third-party logistics companies continues to drive demand. Other retailers and manufacturers are expected to remain cautious amid heightened uncertainty brought on by the COVID-19 pandemic. As of the end of December 2020, national industrial vacancy rates decreased slightly to 5.6%, while our market areas reflected the following vacancy levels: Springfield at 2.7%, St. Louis at 5.3%, Kansas City at 4.6%, Minneapolis at 4.0%, Tulsa at 3.7%, Dallas-Fort Worth at 7.1%, Chicago at 6.2%, Atlanta at 5.7% and Denver at 6.2%.
Sales activity, occupancy, absorption and rental income levels of commercial real estate properties located throughout the Company’s market areas will be impacted from the pandemic but to what degree the sector suffers is yet unknown. The extent of the impact will be highly dependent on containment of the virus. In the meantime, continued economic stimulus, relief and recovery, should do much to bring the economy back to pre-pandemic economic and employment levels.
While the severity and extent of the coronavirus on the global, national and regional economies is still uncertain, any long-term impact on the performance of the financial sector remains indeterminable. Our management will continue to monitor regional, national, and global economic indicators such as unemployment, GDP, housing starts and prices, commercial real estate occupancy, absorption and rental rates, as these could significantly affect customers in each of our market areas.
COVID-19 Impact to Our Business and Response
Great Southern is actively monitoring and responding to the effects of the rapidly-changing COVID-19 pandemic. As always, the health, safety and well-being of our customers, associates and communities are the Company’s top priorities. Centers for Disease Control and Prevention (CDC) guidelines, as well as directives from federal, state and local officials, are being closely followed to make informed operational decisions. A summary of the Company’s major COVID-19 responses and actions are highlighted below.
Great Southern Associates: During this unprecedented time, the Company is working diligently with its nearly 1,200 associates to enforce CDC-advised health, hygiene and social distancing practices. A significant number of non-frontline associates continue to work from home. Teams in nearly every operational department have been split, with part of each team working at an off-site disaster recovery facility to promote social distancing and to avoid service disruptions. To date, there have been no service disruptions or reductions in staffing.
Paid time off and other benefits were enhanced and implemented to support Great Southern associates. Part-time associates were awarded paid sick benefits for the first time. Any full-time or part-time associate will receive full pay if placed under a restrictive quarantine due to COVID-19 infection or direct exposure to an infected individual. The Company’s Employee Assistance Program (EAP) was enhanced at no cost to associates and family members seeking counseling services for mental health and emotional support needs.
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As a token of appreciation for our employees’ dedication and to help support some of the needs of our associates, in March 2020 and again in August 2020, the Company rewarded all full-time and part-time associates with special pre-tax bonuses of $1,000 and $600, respectively. These two bonus payments and related benefit expenses totaled $2.2 million during 2020.
Great Southern Communities: Throughout 2020, we have continued to support local COVID-19 relief efforts through contributions to food banks, local United Way agencies and other nonprofit organizations to address food insecurity and support critical health and human services. Many of our employees also volunteer their time to serve various agencies and charitable organizations in their communities.
Great Southern Customers: Taking care of customers and providing uninterrupted access to services are essential. As always, customers can conduct their banking business using the banking center network, online and mobile banking services, ATMs, Telephone Banking, and online account opening services. As health conditions in local markets dictate, Great Southern banking center lobbies may be open following strict social distancing guidance from the CDC and local government officials. If our banking center lobbies are closed, drive-thru service and in-person service by appointment will be available.
As a resource to customers, a COVID-19 information center has been made available on the Company’s website, www.GreatSouthernBank.com. General information about the Company’s pandemic response, how to receive assistance, and how to avoid COVID-19 scams and fraud are included.
Impacts to Our Business Going Forward: The magnitude of the impact on the Company of the COVID-19 pandemic is not yet fully known, and will depend on the length and severity of the economic downturn brought on by the pandemic. The Company expects that the COVID-19 pandemic will continue to impact our business in one or more of the following ways, among others. Each of these factors could, individually or collectively, result in reduced net income in future periods.
| ● | Consistently low market interest rates for a significant period of time may have a negative impact on our variable rate loans |
| ● | Certain fees for deposit and loan products may be waived or reduced |
| ● | Point-of-sale fee income may decline due to a decrease in spending by our debit card customers as they deal with state and local government requirements and other restrictions and may be adversely affected by reductions in their personal income and job losses |
| ● | Non-interest expenses may increase as we continue to deal with the effects of the COVID-19 pandemic, including cleaning costs, supplies, equipment and other items |
| ● | Banking center lobbies have been closed at various times, and may close for extended periods until the pandemic situation improves |
| ● | Additional loan modifications may occur and borrowers may default on their loans, which may necessitate further increases to the allowance for credit losses |
| ● | The contraction in economic activity may reduce demand for our loans and for our other products and services |
Paycheck Protection Program Loans
Great Southern is actively participating in the PPP through the Small Business Administration (SBA). The PPP has been met with very high demand throughout the country, resulting in a second round of funding through an amendment to the CARES Act. The first round of the PPP ran from March to August 2020, with Great Southern originating approximately 1,600 PPP loans totaling approximately $121 million. Great Southern has received $4.7 million in fees from the SBA for originating these loans based on the amount of each loan. The fees, net of origination costs, have been deferred in accordance with standard accounting practices and will be accreted to interest income on loans over the contractual life of each loan. These loans generally have a contractual maturity of two years from origination date, but may be repaid or forgiven (by the SBA) sooner. During the fourth quarter of 2020, the Company began assisting first-round PPP borrowers with the SBA loan forgiveness process, contingent on each borrower’s eligibility. If these
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loans are repaid or forgiven prior to their contractual maturity date, the remaining deferred fee for such loan will be accreted to interest income on loans immediately. We expect a high percentage of these remaining net deferred fees will accrete to interest income in the first half of 2021.
On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act authorized the reopening of the PPP for eligible first-draw and second-draw borrowers through March 31, 2021. The window opened on January 19, 2021, to begin taking PPP applications. First draw PPP loans are for those borrowers who did not receive a PPP loan before August 8, 2020. Second draw PPP loans are for eligible small businesses, with 300 employees or less, that previously received a first draw PPP loan and will use or have used the full amount only for authorized uses, and that can demonstrate at least a 25% reduction in gross receipts between comparable quarters in 2019 and 2020. The maximum amount of a second draw PPP loan is $2 million. The Company has originated approximately $45 million of additional PPP loans during this reopening period.
Loan Modifications
At December 31, 2020, we had remaining 65 modified commercial loans with an aggregate principal balance outstanding of $233 million and 581 modified consumer and mortgage loans with an aggregate principal balance outstanding of $18 million. The loan modifications are within the guidance provided by the CARES Act and subsequent legislation, the federal banking regulatory agencies, the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB); therefore, they are not considered troubled debt restructurings. A portion of the loans modified at December 31, 2020 may be further modified, and new loans may be modified, within the guidance provided by the CARES Act (and subsequent legislation), the federal banking regulatory agencies, the SEC and the FASB if a more severe or lengthier deterioration in economic conditions occurs in future periods. At December 31, 2020, the modified loans were in the following categories (dollars in millions):
At June 30, 2020, we had modified 431 commercial loans with an aggregate principal balance outstanding of $931 million and 1,702 consumer and mortgage loans with an aggregate principal balance outstanding of $80 million. This represented the largest number and amount of modified loans at any quarter end during 2020. During the remainder of 2020, the majority of these modified loans completed the modification period and returned to their normal payment schedule. In addition, there were principal payments and loan payoffs which reduced the outstanding balance of these loans.
The Company has escalated monitoring activities related to the modified loans and has also increased review and monitoring activities for certain sectors of the loan portfolio which may be currently most impacted by the COVID-19 pandemic. The retail portfolio had an outstanding balance of $355 million at December 31, 2020, which was 10% of the total loan portfolio. It is a very granular
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portfolio, with an average loan size of $1.7 million. Most loans are under $5 million, with 26% of the outstanding balance of the retail portfolio represented by loans in excess of $10 million. At December 31, 2020, the weighted average loan-to-value ratio of this portfolio was 62%.
The hotel/motel portfolio had an outstanding balance of $242 million at December 31, 2020, which was 7% of the total loan portfolio. The average loan size is $4.9 million, with the 20 largest loans comprising approximately 91% of the portfolio. These properties are well-diversified geographically, mainly throughout the Midwest, with most being limited-service properties. Approximately 86% of the portfolio operates under the flag of major hotel chains. At December 31, 2020, the weighted average loan-to-value ratio of this portfolio was 59%.
The restaurant portfolio had an outstanding balance of $72 million at December 31, 2020, which was 2% of the total loan portfolio. It is a very granular portfolio, with the majority of the restaurants operating in Missouri, Illinois, Iowa and Minnesota. The majority of these loans are to franchisees of top-tier quick service brands with national scale that have had the ability to stay open with delivery and drive-through service throughout the course of the pandemic. At December 31, 2020, the weighted average loan-to-value ratio of this portfolio was 58%.
Total loans outstanding (excluding FDIC-assisted acquired loans, net of discount) in the following categories at December 31, 2020, were as follows (dollars in millions):
(1) The Commercial Business outstanding loan balance excludes PPP loans of $95.3 million.
General
The profitability of the Company and, more specifically, the profitability of its primary subsidiary, the Bank, depend primarily on its net interest income, as well as provisions for loan losses and the level of non-interest income and non-interest expense. Net interest income is the difference between the interest income the Bank earns on its loans and investment portfolios, and the interest it pays on interest-bearing liabilities, which consists mainly of interest paid on deposits and borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on these balances. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.
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In the year ended December 31, 2020, Great Southern's total assets increased $511.3 million, or 10.2%, from $5.02 billion at December 31, 2019, to $5.53 billion at December 31, 2020. Full details of the current year changes in total assets are provided below, under “Comparison of Financial Condition at December 31, 2020 and December 31, 2019.”
Loans. In the year ended December 31, 2020, Great Southern's net loans increased $142.8 million, or 3.4%, from $4.15 billion at December 31, 2019, to $4.30 billion at December 31, 2020. Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans increased $202.0 million, or 4.1%, from December 31, 2019 to December 31, 2020. This increase was primarily in commercial real estate loans, owner occupied one- to four-family residential loans, commercial business loans and other residential (multi-family) loans. These increases were partially offset by decreases in construction loans and consumer auto loans. FDIC-assisted acquired loan portfolios decreased $28.6 million. As loan demand is affected by a variety of factors, including general economic conditions, and because of the competition we face and our focus on pricing discipline and credit quality, we cannot be assured that our loan growth will match or exceed the level of increases achieved in 2020 or prior years. The Company's strategy continues to be focused on maintaining credit risk and interest rate risk at appropriate levels.
Recent loan growth has occurred in several loan types, primarily other residential (multi-family) real estate loans, one- to four-family residential loans, and commercial real estate loans and in most of Great Southern's primary lending locations, including Springfield, St. Louis, Kansas City, Des Moines and Minneapolis, as well as the locations where it has loan production offices, including Atlanta, Chicago, Dallas, Denver, Omaha and Tulsa. Certain minimum underwriting standards and monitoring help assure the Company's portfolio quality. Great Southern's loan committee reviews and approves all new loan originations in excess of lender approval authorities. Generally, the Company considers commercial construction, consumer, and commercial real estate loans to involve a higher degree of risk compared to some other types of loans, such as first mortgage loans on one- to four-family, owner-occupied residential properties. For commercial real estate, commercial business and construction loans, the credits are subject to an analysis of the borrower's and guarantor's financial condition, credit history, verification of liquid assets, collateral, market analysis and repayment ability. It has been, and continues to be, Great Southern's practice to verify information from potential borrowers regarding assets, income or payment ability and credit ratings as applicable and as required by the authority approving the loan. To minimize construction risk, projects are monitored as construction draws are requested by comparison to budget and with progress verified through property inspections. The geographic and product diversity of collateral, equity requirements and limitations on speculative construction projects help to mitigate overall risk in these loans. Underwriting standards for all loans also include loan-to-value ratio limitations which vary depending on collateral type, debt service coverage ratios or debt payment to income ratio guidelines, where applicable, credit histories, use of guaranties and other recommended terms relating to equity requirements, amortization, and maturity. Consumer loans are primarily secured by new and used motor vehicles and these loans are also subject to certain minimum underwriting standards to assure portfolio quality. Great Southern's consumer underwriting and pricing standards were fairly consistent through the first half of 2016. In response to a more challenging consumer credit environment, the Company tightened its underwriting guidelines on automobile lending in the latter part of 2016. Management took this step in an effort to improve credit quality in the portfolio and reduce delinquencies and charge-offs. The underwriting standards employed by Great Southern for consumer loans include a determination of the applicant's payment history on other debts, credit scores, employment history and an assessment of ability to meet existing obligations and payments on the proposed loan. In 2019, the Company made the decision to discontinue indirect auto loan originations.
Of the total loan portfolio at December 31, 2020 and 2019, 88.2% and 87.2%, respectively, was secured by real estate, as this is the Bank’s primary focus in its lending efforts. At December 31, 2020 and 2019, commercial real estate and commercial construction loans were 47.8% and 47.6% of the Bank’s total loan portfolio (excluding loans acquired through FDIC-assisted transactions), respectively. Commercial real estate and commercial construction loans generally afford the Bank an opportunity to increase the yield on, and the proportion of interest rate sensitive loans in, its portfolio. They do, however, present somewhat greater risk to the Bank because they may be more adversely affected by conditions in the real estate markets or in the economy generally. At December 31, 2020 and 2019, loans made in the Springfield, Mo. metropolitan statistical area (Springfield MSA) were 8% and 9% of the Bank’s total loan portfolio (excluding loans acquired through FDIC-assisted transactions), respectively. The Company’s headquarters are located in Springfield and we have operated in this market since 1923. Because of our large presence and experience in the Springfield MSA, many lending opportunities exist. At December 31, 2020 and 2019, loans made in the St. Louis, Mo. metropolitan statistical area (St. Louis MSA) were 19% and 17% of the Bank’s total loan portfolio (excluding loans acquired through FDIC-assisted transactions), respectively. The Company’s expansion into the St. Louis MSA beginning in May 2009 has provided an opportunity to not only expand its markets and provide diversification from the Springfield MSA, but also has provided access to a larger economy with increased lending opportunities despite higher levels of competition. Loans made in the St. Louis MSA are primarily commercial real estate, commercial business and other residential (multi-family) loans which are less likely to be impacted by the higher levels of
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unemployment rates, as mentioned above under “Current Economic Conditions,” than if the focus were on one- to four-family residential and consumer loans. For further discussions of the Bank’s loan portfolio, and specifically, commercial real estate and commercial construction loans, see “Item 1. Business – Lending Activities.”
The percentage of fixed-rate loans in our loan portfolio has been as much as 58% in recent years and was 49% as of December 31, 2020. This was due to customer preference for fixed rate loans during this period of relatively low interest rates. The majority of the increase in fixed rate loans over the past few years was in commercial construction and commercial real estate, both of which typically have short durations within our portfolio. Of the total amount of fixed rate loans in our portfolio as of December 31, 2020, approximately 83% mature within the next five years and therefore are not considered to create significant long-term interest rate risk for the Company. Fixed rate loans make up only a portion of our balance sheet and our overall interest rate risk strategy. As of December 31, 2020, our interest rate risk models indicated a one-year interest rate earnings sensitivity position that is moderately positive in an increasing rate environment. For further discussion of our interest rate sensitivity gap and the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.” For discussion of the risk factors associated with interest rate changes, see “Risk Factors – We may be adversely affected by interest rate changes.”
While our policy allows us to lend up to 95% of the appraised value on one-to four-family residential properties, originations of loans with loan-to-value ratios at that level are minimal. Private mortgage insurance is typically required for loan amounts above the 80% level. Few exceptions occur and would be based on analyses which determined minimal transactional risk to be involved. We consider these lending practices to be consistent with or more conservative than what we believe to be the norm for banks our size. At December 31, 2020 and 2019, none of our owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination. At both December 31, 2020 and 2019, an estimated 0.6% of total non-owner occupied one- to four-family residential loans had loan-to-value ratios above 100% at origination.
At December 31, 2020, troubled debt restructurings totaled $3.3 million, or 0.08% of total loans, up $1.4 million from $1.9 million, or 0.05% of total loans, at December 31, 2019. Concessions granted to borrowers experiencing financial difficulties may include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. For troubled debt restructurings occurring during the year ended December 31, 2020, five loans totaling $107,000 were restructured into multiple new loans. For troubled debt restructurings occurring during the year ended December 31, 2019, five loans totaling $34,000 were restructured into multiple new loans. For further information on troubled debt restructurings, see Note 3 of the accompanying audited financial statements, which are included in Item 8 of this report. In accordance with the CARES Act and guidance from the banking regulatory agencies, we made certain short-term modifications to loan terms to help our customers navigate through the current pandemic situation. Although loan modifications were made, they did not result in these loans being classified as troubled debt restructurings, potential problem loans or non-performing loans. As of December 31, 2020, $232.6 million of commercial loans and $18.2 million of residential and consumer loans were subject to such modifications. If more severe lengthier negative impacts of the COVID-19 pandemic occur or the effects of the SBA loan programs and other loan and stimulus programs do not enable companies and individuals to completely recover financially, this could result in longer-term modifications, which may be deemed to be troubled debt restructurings, additional potential problem loans and/or additional non-performing loans.
Loans that were acquired through FDIC-assisted transactions, which are accounted for in pools, were included in the analysis and estimation of the allowance for loan losses. If expected cash flows to be received on any given pool of loans decreased from previous estimates, then a determination was made as to whether the loan pool should be charged down or the allowance for loan losses should be increased (through a provision for loan losses). Acquired loans are described in detail in Note 4 of the accompanying audited financial statements, included in Item 8 of this Report. For acquired loan pools, the Company may allocate, and at December 31, 2020, has allocated, a portion of its allowance for loan losses related to these loan pools in a manner similar to how it allocates its allowance for loan losses to those loans which are collectively evaluated for impairment.
The level of non-performing loans and foreclosed assets affects our net interest income and net income. We generally do not accrue interest income on these loans and do not recognize interest income until the loans are repaid or interest payments have been made for a period of time sufficient to provide evidence of performance on the loans. Generally, the higher the level of non-performing assets, the greater the negative impact on interest income and net income.
Available-for-sale Securities. In the year ended December 31, 2020, available-for-sale securities increased $40.7 million, or 10.9%, from $374.2 million at December 31, 2019, to $414.9 million at December 31, 2020. The increase was primarily due to the purchase
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of FNMA and GNMA fixed-rate multi-family mortgage-backed securities and FNMA and GNMA fixed rate collateralized mortgage obligation securities, partially offset by calls of municipal securities and normal monthly payments received related to the portfolio of mortgage-backed securities.
Deposits. The Company attracts deposit accounts through its retail branch network, correspondent banking and corporate services areas, and brokered deposits. The Company then utilizes these deposit funds, along with FHLBank advances and other borrowings, to meet loan demand or otherwise fund its activities. In the year ended December 31, 2020, total deposit balances increased $556.8 million, or 14.1%. Transaction account balances increased $887.1 million and retail certificates of deposit decreased $117.4 million compared to December 31, 2019. The increase in transaction accounts were primarily a result of increased customers in the CDARS reciprocal program, money market deposit accounts, and certain NOW account types. Retail certificates of deposit decreased due to a decrease in retail certificates generated through the banking center network, partially offset by increases in time deposits generated through internet channels. Brokered deposits, including CDARS program purchased funds, were $158.7 million at December 31, 2020, a decrease of $213.0 million from $371.7 million at December 31, 2019. The brokered deposits were allowed to mature without replacement as other deposit categories increased.
Our deposit balances may fluctuate depending on customer preferences and our relative need for funding. We do not consider our retail certificates of deposit to be guaranteed long-term funding because customers can withdraw their funds at any time with minimal interest penalty. When loan demand trends upward, we can increase rates paid on deposits to attract more deposits and utilize brokered deposits to provide additional funding. The level of competition for deposits in our markets is high. It is our goal to gain deposit market share, particularly checking accounts, in our branch footprint. To accomplish this goal, increasing rates to attract deposits may be necessary, which could negatively impact the Company’s net interest margin.
Our ability to fund growth in future periods may also depend on our ability to continue to access brokered deposits and FHLBank advances. In times when our loan demand has outpaced our generation of new deposits, we have utilized brokered deposits and FHLBank advances to fund these loans. These funding sources have been attractive to us because we can create either fixed or variable rate funding, as desired, which more closely matches the interest rate nature of much of our loan portfolio. It also gives us greater flexibility in increasing or decreasing the duration of our funding. While we do not currently anticipate that our ability to access these sources will be reduced or eliminated in future periods, if this should happen, the limitation on our ability to fund additional loans could have a material adverse effect on our business, financial condition and results of operations.
Securities sold under reverse repurchase agreements with customers. Securities sold under reverse repurchase agreements with customers increased $80.0 million from $84.2 million at December 31, 2019 to $164.2 million at December 31, 2020. These balances fluctuate over time based on customer demand for this product. A large portion of this increase is related to two customers who placed additional funds in these account types.
Federal Home Loan Bank Advances and Short Term Borrowings. The Company’s FHLBank term advances were $-0- at both December 31, 2020 and December 31, 2019. At December 31, 2020, there were no borrowings from the FHLBank. At December 31, 2019, there were no borrowings from the FHLBank other than overnight advances, which are included in the short term borrowings category.
Short term borrowings and other interest-bearing liabilities decreased $226.7 million from $228.2 million at December 31, 2019 to $1.5 million at December 31, 2020. The short term borrowings included no overnight FHLBank borrowings at December 31, 2020 and $196.0 million at December 31, 2019. The Company utilizes both overnight borrowings and short-term FHLBank advances depending on relative interest rates.
Subordinated notes. Subordinated notes increased $74.1 million from $74.3 million at December 31, 2019 to $148.4 million at December 31, 2020. The Company issued $75.0 million of subordinated notes in June 2020, receiving net proceeds of $73.5 million.
Net Interest Income and Interest Rate Risk Management. Our net interest income may be affected positively or negatively by changes in market interest rates. A large portion of our loan portfolio is tied to one-month LIBOR, three-month LIBOR or the “prime rate” and adjusts immediately or shortly after the index rate adjusts (subject to the effect of contractual interest rate floors on some of the loans, which are discussed below). We monitor our sensitivity to interest rate changes on an ongoing basis (see “Quantitative and Qualitative Disclosures About Market Risk”). In addition, our net interest income has been impacted by changes in the cash flows expected to be received from acquired loan pools. As described in Note 4 of the accompanying audited financial statements, included
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in Item 8 of this report, the Company’s evaluation of cash flows expected to be received from acquired loan pools has been on-going and increases in cash flow expectations have been recognized as increases in accretable yield through interest income. Decreases in cash flow expectations have been recognized as impairments through the allowance for loan losses.
The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% on December 16, 2015, the FRB had last changed interest rates on December 16, 2008. This was the first rate increase since September 29, 2006. The FRB also implemented rate change increases of 0.25% on eight additional occasions beginning December 14, 2016 and through December 31, 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate change decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate stood at 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3 and a 1.00% decrease on March 16. At December 31, 2020, the Federal Funds rate stood at 0.25%. A substantial portion of Great Southern’s loan portfolio ($2.00 billion at December 31, 2020) is tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days after December 31, 2020. Of these loans, $1.99 billion had interest rate floors. Great Southern also has a portfolio of loans ($261 million at December 31, 2020) tied to a "prime rate" of interest and will adjust immediately with changes to the "prime rate" of interest. A rate cut by the FRB generally would have an anticipated immediate negative impact on the Company's net interest income due to the large total balance of loans tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days or loans which generally adjust immediately as the Federal Funds rate adjusts. Interest rate floors may at least partially mitigate the negative impact of interest rate decreases. Loans at their floor rates are, however, subject to the risk that borrowers will seek to refinance elsewhere at the lower market rate. Because the Federal Funds rate is again very low, there may also be a negative impact on the Company's net interest income due to the Company's inability to significantly lower its funding costs in the current competitive rate environment, although interest rates on assets may decline further. Conversely, interest rate increases would normally result in increased interest rates on our LIBOR-based and prime-based loans. As of December 31, 2020, Great Southern's interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company's net interest income, while declining interest rates are expected to have a negative impact on net interest income. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following a rate change, regardless of any changes in interest rates, because our portfolios are relatively well matched in a twelve-month horizon. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in LIBOR interest rates. In the subsequent months we expect that the net interest margin would stabilize and begin to improve, as renewal interest rates on maturing time deposits are expected to decrease compared to the current rates paid on those products. During 2020, we did experience some compression of our net interest margin percentage due to 2.25% of Federal Fund rate cuts during the nine month period of July 2019 through March 2020. Margin compression primarily resulted from changes in the asset mix, mainly the addition of lower-yielding assets and the issuance of subordinated notes during 2020. LIBOR interest rates have decreased, putting pressure on loan yields, and strong pricing competition for loans and deposits remains in most of our markets. For further discussion of the processes used to manage our exposure to interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk – How We Measure the Risks to Us Associated with Interest Rate Changes.”
Non-Interest Income and Operating Expenses. The Company's profitability is also affected by the level of its non-interest income and operating expenses. Non-interest income consists primarily of service charges and ATM fees, late charges and prepayment fees on loans, gains on sales of loans and available-for-sale investments and other general operating income. Operating expenses consist primarily of salaries and employee benefits, occupancy-related expenses, expenses related to foreclosed assets, postage, FDIC deposit insurance, advertising and public relations, telephone, professional fees, office expenses and other general operating expenses. Details of the current period changes in non-interest income and non-interest expense are provided under “Results of Operations and Comparison for the Years Ended December 31, 2020 and 2019.”
Business Initiatives
The Company implemented several business and operational initiatives in 2020.
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For most of 2020 and continuing in 2021, Great Southern has actively monitored and responded to the effects of the evolving COVID-19 pandemic. As always, the health, safety and well-being of our customers, associates and communities while maintaining uninterrupted service are the Company’s top priorities. Please see the “COVID-19 Business Impact and Response” section of this Item 7 for further information, including the Company’s participation in the SBA’s PPP.
The Company’s 94 banking centers are also consistently reviewed to measure performance and to ensure responsiveness to changing customer needs and preferences. As such, the Company may open banking centers and invest resources where customer demand leads, and from time to time, consolidate banking centers or even exit markets when conditions dictate.
As a complement to its internal evaluation process, in 2020, the Company engaged a third-party vendor to analyze all banking center facilities and the in-branch customer experience to ensure that this physical access channel is efficiently evolving to the changing landscape.
Several banking center changes were initiated in 2020:
| ● | In July 2020, the Great Southern banking centers located inside the Hy-Vee stores at 2900 Devils Glen Rd in Bettendorf, Iowa, and 2351 W. Locust St. in Davenport, Iowa, were closed due to store infrastructure changes by the landlord. The Company currently operates three banking centers in the Quad Cities market area – two in Davenport and one in Bettendorf. |
| ● | In August 2020, remodeling of the downtown office at 1900 Main in Parsons, Kansas, was completed, which included the addition of drive-thru banking lanes. With this completion, the nearby drive-thru facility was consolidated into the downtown office, leaving one location serving the Parsons market. |
| ● | In the Joplin, Missouri, market, the Company purchased a banking facility in the fourth quarter of 2019 vacated by another financial institution, which included a contractual black-out period ending in April 2021. A third party vendor has been engaged by the Company to redesign this facility as a “bank of the future” prototype to incorporate evolving customer preferences. Variations of this prototype design may be utilized in other select banking centers in the Company’s footprint in the future. The Company expects the new office in Joplin to be completed in the third quarter of 2021, whereupon the nearby leased banking center at 1710 E. 32nd Street will be consolidated into this new office. There are two banking centers currently serving the Joplin market. |
Other corporate initiatives occurred in 2020:
| ● | In June 2020, the Company further enhanced its regulatory capital position with the issuance of $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030, which count as Tier 2 Capital in the calculation of the Total Capital Ratio. The Notes were sold at par, resulting in net proceeds, after underwriting discounts, commissions and related expenses, of approximately $73.5 million. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include repayment or redemption of outstanding indebtedness, the payment of dividends, providing capital to support its organic growth or growth through strategic acquisitions, capital expenditures, financing investments, repurchasing shares of its common stock and for investments in the Bank as regulatory capital. |
| ● | On October 21, 2020, the Company’s Board of Directors authorized management to repurchase up to one million additional shares of the Company’s common stock under a program of open market purchases or privately negotiated transactions. The program does not have an expiration date, and took effect after the Company completed the repurchase of the shares remaining under the 2018 stock repurchase program. During the year ended December 31, 2020, the Company repurchased 529,883 shares of its common stock at an average price of $41.71. |
| ● | The Company announced the retirement intentions of two executive management team members. Both announced their retirements at least a year in advance to ensure an orderly leadership transition. Successors have been identified for both of these management positions. |
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Douglas Marrs, Vice President and Chief Operations Officer of the Bank and Assistant Secretary of the Company, intends to retire in June 2021. He is primarily responsible for general bank operations and facilities management. With a career spanning more than 40 years in the banking industry, Mr. Marrs joined Great Southern in 1996.
Linton J. Thomason, Vice President and Chief Information Officer, intends to retire at the end of 2021. He is responsible for information services and technology. With more than 40 years in the banking industry, Mr. Thomason joined Great Southern in 1997.
Messrs. Marrs and Thomason have been integral in the Bank’s growth and success for the last two decades. During that time period, the Bank has grown from approximately $700 million in assets with operations primarily in the southwest Missouri region, to approximately $5.5 billion in assets and offices in 11 states, as of December 31, 2020.
| ● | Great Southern Bank was recognized as part of Forbes’ annual list of the World’s Best Banks 2020. Great Southern was ranked as the sixth best bank in the United States. The World’s Best Banks list is comprised of the financial institutions that differentiate their services and build trustworthy relationships with their customers. 450 banks around the world are featured on the list, which was announced online on May 14, 2020, and can currently be viewed on the Forbes website. The study involved 40,000 bank customers from 23 countries to rate banks they are involved with on general satisfaction and key attributes like trust, fees, digital services and financial advice. |
Effect of Federal Laws and Regulations
General. Federal legislation and regulation significantly affect the operations of the Company and the Bank, and have increased competition among commercial banks, savings institutions, mortgage banking enterprises and other financial institutions. In particular, the capital requirements and operations of regulated banking organizations such as the Company and the Bank have been and will be subject to changes in applicable statutes and regulations from time to time, which changes could, under certain circumstances, adversely affect the Company or the Bank.
Dodd-Frank Act. In 2010, sweeping financial regulatory reform legislation entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape. Certain aspects of the Dodd-Frank Act have been affected by the more recently enacted Economic Growth Act, as defined and discussed below under “-Economic Growth Act.”
Capital Rules. The federal banking agencies have adopted regulatory capital rules that substantially amend the risk-based capital rules applicable to the Bank and the Company. The rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to various documents released by the Basel Committee on Banking Supervision. For the Company and the Bank, the general effective date of the rules was January 1, 2015, and, for certain provisions, various phase-in periods and later effective dates apply. The chief features of these rules are summarized below.
The rules refine the definitions of what constitutes regulatory capital and add a new regulatory capital element, common equity Tier 1 capital. The minimum capital ratios are (i) a common equity Tier 1 (“CET1”) risk-based capital ratio of 4.5%; (ii) a Tier 1 risk-based capital ratio of 6%; (iii) a total risk-based capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. In addition to the minimum capital ratios, the rules include a capital conservation buffer, under which a banking organization must have CET1 more than 2.5% above each of its minimum risk-based capital ratios in order to avoid restrictions on paying dividends, repurchasing shares, and paying certain discretionary bonuses. The capital conservation buffer requirement began phasing in on January 1, 2016 when a buffer greater than 0.625% of risk-weighted assets was required, which amount increased an equal amount each year until the buffer requirement of greater than 2.5% of risk-weighted assets became fully implemented on January 1, 2019.
Effective January 1, 2015, these rules also revised the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels show signs of weakness. Under the revised prompt corrective action requirements, insured depository institutions are required to meet the following in order to qualify as “well capitalized:” (i) a common equity Tier 1 risk-based capital ratio of at least 6.5%, (ii) a Tier 1 risk-based capital ratio of at least 8%, (iii) a total risk-based capital ratio of at least 10% and (iv) a Tier 1 leverage ratio of 5%, and must not be subject to an order, agreement or directive mandating a specific capital level.
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Economic Growth Act. In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Economic Growth Act”), was enacted to modify or eliminate certain financial reform rules and regulations, including some implemented under the Dodd-Frank Act. While the Economic Growth Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these amendments could result in meaningful regulatory changes.
The Economic Growth Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent. Any qualifying depository institution or its holding company that exceeds the “Community Bank Leverage Ratio” will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered “well-capitalized” under the prompt corrective action rules. Effective January 1, 2020, the Community Bank Leverage Ratio was 9.0%. In April 2020, pursuant to the CARES Act, the federal bank regulatory agencies announced the issuance of two interim final rules, effective immediately, to provide temporary relief to community banking organizations. Under the interim final rules, the Community Bank Leverage Ratio requirement is a minimum of 8% for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. The Company and the Bank have chosen to not utilize the new Community Bank Leverage Ratio due to the Company's size and complexity, including its commercial real estate and construction lending concentrations and significant off-balance sheet funding commitments.
In addition, the Economic Growth Act includes regulatory relief in the areas of examination cycles, call reports, mortgage disclosures and risk weights for certain high-risk commercial real estate loans.
Recent Accounting Pronouncements
See Note 1 to the accompanying audited financial statements, which are included in Item 8 of this Report, for a description of recent accounting pronouncements including the respective dates of adoption and expected effects on the Company’s financial position and results of operations.
Comparison of Financial Condition at December 31, 2020 and December 31, 2019
During the year ended December 31, 2020, total assets increased by $511.3 million to $5.53 billion. The increase was primarily attributable to increases in loans receivable and cash and cash equivalents.
Cash and cash equivalents were $563.7 million at December 31, 2020, an increase of $343.5 million, or 156.1%, from $220.2 million at December 31, 2019. During 2020, the increase was primarily related to excess funds held at the Federal Reserve Bank after repayment of FHLBank overnight borrowings. The additional funds were primarily the result of increases in deposits.
The Company’s available for sale securities increased $40.7 million, or 10.9%, compared to December 31, 2019. The increase was primarily due to the purchase of FNMA and GNMA fixed-rate multi-family mortgage-backed securities and agency collateralized mortgage obligation securities, partially offset by calls of municipal securities and normal monthly payments received related to the portfolio of mortgage-backed securities. The available-for-sale securities portfolio was 7.5% of total assets at both December 31, 2020 and 2019, respectively.
Net loans increased $142.8 million from December 31, 2019, to $4.30 billion at December 31, 2020. Excluding FDIC-assisted acquired loans and mortgage loans held for sale, total gross loans (including the undisbursed portion of loans) increased $202.0 million, or 4.1%, from December 31, 2019 to December 31, 2020. Increases primarily occurred in commercial real estate loans, other residential (multi-family) loans, one- to four-family residential mortgage loans and commercial business loans. Outstanding and undisbursed balances of commercial real estate loans increased $59.5 million, or 4.0%, one- to four-family residential loans increased $77.6 million, or 15.3%, and other residential (multi-family) loans increased $155.1 million, or 17.9%. Partially offsetting the increases in these loans were a reduction of $72.8 million, or 5.2%, in construction loans, a decrease of $65.7 million, or 43.3%, in consumer auto loans and a decrease of $28.6 million, or 22.5%, in the FDIC-assisted acquired loan portfolios.
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Other real estate owned and repossessions were $1.9 million at December 31, 2020, a decrease of $3.6 million, or 66.0%, from $5.5 million at December 31, 2019. The decrease was primarily due to sales of other real estate properties and properties which were not acquired through foreclosure during the period, and is discussed in more detail in the Non-performing Assets section below.
Total liabilities increased $484.7 million from $4.41 billion at December 31, 2019 to $4.90 billion at December 31, 2020. The increase was primarily attributable to an increase in deposits, subordinated notes and securities sold under reverse repurchase agreements, partially offset by decreases in short-term borrowings.
Total deposits increased $556.8 million, or 14.1%, from $3.96 billion at December 31, 2019 to $4.52 billion at December 31, 2020. Transaction account balances increased $887.1 million compared to December 31, 2019. Non-interest-bearing checking account balances increased $297.7 million and interest-bearing transaction accounts increased $589.4 million. The increase in transaction accounts were primarily a result of increased customers in the CDARS reciprocal program, money market deposit accounts, and certain NOW account types. Customer retail certificates initiated through our banking center network decreased by $186.1 million during the year ended December 31, 2020. Brokered deposits, including CDARS program purchased funds, were $158.7 million at December 31, 2020, a decrease of $213.0 million from $371.7 million at December 31, 2019. In 2020, the brokered deposits were allowed to mature without replacement as other deposit categories increased.
The Company’s Federal Home Loan Bank advances were $-0- at both December 31, 2020 and 2019. At December 31, 2020, there were no borrowings from the FHLBank. At December 31, 2019, there were no borrowings from the FHLBank, other than overnight borrowings, which are included in the short term borrowings category. The Company utilizes both overnight borrowings and short-term FHLBank advances depending on relative interest rates.
Short term borrowings and other interest-bearing liabilities decreased $226.7 million from $228.2 million at December 31, 2019 to $1.5 million at December 31, 2020. The short term borrowings included no overnight FHLBank borrowings at December 31, 2020 and $196.0 million at December 31, 2019.
Securities sold under reverse repurchase agreements with customers increased $80.0 million, or 95.1%, from $84.2 million at December 31, 2019 to $164.2 million at December 31, 2020. These balances fluctuate over time based on customer demand for this product.
Total stockholders' equity increased $26.6 million, from $603.1 million at December 31, 2019 to $629.7 million at December 31, 2020. The Company recorded net income of $59.3 million for the year ended December 31, 2020. Accumulated other comprehensive income increased $20.9 million due to increases in the fair value of available-for-sale investment securities and the fair value of cash flow hedges. In addition, total stockholders’ equity increased $1.8 million due to stock option exercises. Dividends declared on common stock, which decreased total stockholders’ equity, were $33.3 million. Total stockholders’ equity also decreased $22.1 million due to repurchases of the Company’s common stock.
Results of Operations and Comparison for the Years Ended December 31, 2020 and 2019
General
Net income decreased $14.3 million, or 19.4%, during the year ended December 31, 2020, compared to the year ended December 31, 2019. Net income was $59.3 million for the year ended December 31, 2020 compared to $73.6 million for the year ended December 31, 2019. This decrease was due to an increase in provision for loan losses of $9.7 million, or 158.1%, an increase in non-interest expenses of $8.1 million, or 7.0%, and a decrease in net interest income of $3.3 million, or 1.8%, partially offset by an increase in non-interest income of $4.1 million, or 13.2%, and a decrease in provision for income taxes of $2.7 million, or 16.2%. Net income available to common shareholders was $59.3 million for the year ended December 31, 2020 compared to $73.6 million for the year ended December 31, 2019.
Total Interest Income
Total interest income decreased $17.3 million, or 7.4%, during the year ended December 31, 2020 compared to the year ended December 31, 2019. The decrease was due to an $18.1 million, or 8.1%, decrease in interest income on loans, offset by a $792,000, or 6.6%, increase in interest income on investment securities and other interest-earning assets. Interest income on loans decreased in
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2020 compared to 2019 due to lower average rates of interest, partially offset by higher average balances of loans. Interest income from investment securities and other interest-earning assets increased during 2020 compared to 2019 due to higher average balances of investments and other interest-earning assets, partially offset by lower average rates of interest.
Interest Income – Loans
During the year ended December 31, 2020 compared to the year ended December 31, 2019, interest income on loans decreased due to lower average interest rates, partially offset by higher average balances. Interest income decreased $30.6 million as the result of lower average interest rates on loans. The average yield on loans decreased from 5.37% during the year ended December 31, 2019 to 4.66% during the year ended December 31, 2020. Offsetting this decrease was an increase of $12.5 million in interest income as a result of higher average loan balances, which increased from $4.16 billion during the year ended December 31, 2019, to $4.40 billion during the year ended December 31, 2020. The decreased yields in most loan categories was primarily a result of decreased LIBOR and Federal Funds interest rates. In 2020, the Company also originated $121 million of PPP loans, which have a much lower yield compared to the overall loan portfolio.
On an on-going basis, the Company has estimated the cash flows expected to be collected from the acquired loan pools. For each of the loan portfolios acquired, the cash flow estimates have increased, based on the payment histories and the collection of certain loans, thereby reducing loss expectations of certain loan pools, resulting in adjustments to be spread on a level-yield basis over the remaining expected lives of the loan pools. The entire amount of the discount adjustment has been and will be accreted to interest income over time. For the years ended December 31, 2020 and 2019, the adjustments increased interest income and pre-tax income by $5.6 million and $7.4 million, respectively.
As of December 31, 2020, the remaining accretable yield adjustment that will affect interest income was $2.0 million. Of the remaining adjustments affecting interest income, we expect to recognize $1.5 million of interest income during 2021. We adopted the new accounting standard related to accounting for credit losses as of January 1, 2021. With the adoption of this standard, there is no reclassification of discounts from non-accretable to accretable subsequent to December 31, 2020. All adjustments made prior to December 31, 2020 will continue to be accreted to interest income. Apart from the yield accretion, the average yield on loans was 4.53% during the year ended December 31, 2020, compared to 5.19% during the year ended December 31, 2019, as a result of lower current market rates on adjustable rate loans and new loans originated during the year.
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 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 in future periods, the Company was required to pay net settlements to the counterparty and recorded 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 will have the effect of reducing Accumulated Other Comprehensive Income and increasing Net Interest Income and Retained Earnings over the period. The Company recorded loan interest income of $7.7 million and $3.1 million during the years ending December 31, 2020 and 2019, respectively, related to this interest rate swap.
Interest Income - Investments and Other Interest-earning Assets
Interest income on investments increased $2.2 million in the year ended December 31, 2020 compared to the year ended December 31, 2019. Interest income increased $2.9 million as a result of an increase in average balances from $326.5 million during the year ended December 31, 2019, to $426.4 million during the year ended December 31, 2020. Interest income decreased $715,000 due to a decrease in average interest rates from 3.08% during the year ended December 31, 2019 to 2.88% during the year ended December 31, 2020, due to lower market rates of interest on investment securities purchased during 2020 compared to securities already in the portfolio. In addition, some securities with higher yields matured or were called prior to their maturity dates.
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Interest income on other interest-earning assets decreased $1.4 million in the year ended December 31, 2020 compared to the year ended December 31, 2019. Interest income decreased $2.7 million due to a decrease in average interest rates from 2.14% during the year ended December 31, 2019, to 0.19% during the year ended December 31, 2020. Market interest rates earned on balances held at the Federal Reserve Bank were significantly lower in 2020 due to significant reductions in the federal funds rate of interest. Interest income increased $1.3 million as a result of an increase in average balances from $87.8 million during the year ended December 31, 2019, to $246.1 million during the year ended December 31, 2020. Average balances increased due to higher balances held at the Federal Reserve Bank due to increases in customer deposit balances.
Total Interest Expense
Total interest expense decreased $14.0 million, or 25.7%, during the year ended December 31, 2020, when compared with the year ended December 31, 2019, due to a decrease in interest expense on deposits of $13.1 million, or 28.8%, a decrease in interest expense on short-term borrowings and repurchase agreements of $3.0 million, or 81.4%, and a decrease in interest expense on subordinated debentures issued to capital trust of $391,000, or 38.4%. Partially offsetting these decreases, interest expense on subordinated notes increased $2.5 million, or 56.0%, due to additional subordinated notes issued in 2020.
Interest Expense - Deposits
Interest on demand deposits decreased $2.5 million due to a decrease in average rates from 0.53% during the year ended December 31, 2019, to 0.38% during the year ended December 31, 2020. Partially offsetting that decrease, interest on demand deposits increased $1.7 million due to an increase in average balances from $1.51 billion in the year ended December 31, 2019, to $1.87 billion in the year ended December 31, 2020. The decrease in average interest rates of interest-bearing demand deposits was primarily a result of decreased market interest rates on these types of accounts. Demand deposit balances increased substantially during the COVID-19 pandemic in 2020. Both business and personal deposit balances increased during the year.
Interest expense on time deposits decreased $10.6 million as a result of a decrease in average rates of interest from 2.19% during the year ended December 31, 2019, to 1.55% during the year ended December 31, 2020. In addition, interest expense on time deposits decreased $1.7 million due to a decrease in average balances of time deposits from $1.72 billion during the year ended December 31, 2019, to $1.64 billion during the year ended December 31, 2020. A large portion of the Company’s certificate of deposit portfolio matures within six to eighteen months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a lower rate of interest due to market interest rate decreases during 2020. Time deposit balances decreased due to maturity of retail and brokered time deposits during 2020. Due to the significant increases in non-time deposits, it was not necessary to replace the brokered deposits.
Interest Expense - FHLBank Advances; Short-term Borrowings, Repurchase Agreements and Other Interest-bearing Liabilities; Subordinated Debentures Issued to Capital Trust and Subordinated Notes
FHLBank term advances were not utilized during the years ended December 31, 2020 and 2019. The Company had a higher amount of overnight borrowings from the FHLBank in 2020, as discussed below.
Interest expense on short-term borrowings and repurchase agreements decreased $2.1 million due to average rates that decreased from 1.40% in the year ended December 31, 2019, to 0.37% in the year ended December 31, 2020. The decrease was due to decreases in market interest rates and a change in the mix of funding during the period, with more overnight borrowings from the FHLBank in 2019 than 2020. In addition to this decrease, interest expense on short-term borrowings and repurchase agreements decreased $845,000 due to a decrease in average balances from $260.0 million during the year ended December 31, 2019, to $183.5 million during the year ended December 31, 2020. The decrease in average balances was due to fewer overnight borrowings from the FHLBank in 2020.
During the year ended December 31, 2020, compared to the year ended December 31, 2019, interest expense on subordinated debentures issued to capital trusts decreased $391,000 due to lower average interest rates. The average interest rate was 3.95% in 2019, compared to 2.44% in 2020. The interest rate on subordinated debentures is a floating rate indexed to the three-month LIBOR interest rate. There was no change in the average balance of the subordinated debentures between 2020 and 2019.
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In August 2016, the Company issued $75 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In June 2020, the Company issued $75.0 million of 5.50% fixed-to-floating rate subordinated notes due June 15, 2030. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. In both cases, the issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, and therefore impact the overall interest expense on the notes. Interest expense on subordinated notes increased $2.4 million due to an increase in average balances from $74.1 million during the year ended December 31, 2019 to $115.3 million during the year ended December 31, 2020. Interest expense on the subordinated notes increased $9,000 due to average rates that increased from 5.91% in the year ended December 31, 2019, to 5.92% in the year ended December 31, 2020.
Net Interest Income
Net interest income for the year ended December 31, 2020 decreased $3.3 million, or 1.8%, to $177.1 million, compared to $180.4 million for the year ended December 31, 2019. Net interest margin was 3.49% for the year ended December 31, 2020, compared to 3.95% for the year ended December 31, 2019, a decrease of 46 basis points. In both years, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which was discussed previously in “Interest Income – Loans” and is discussed in Note 3 of the accompanying audited financial statements, which are included in Item 8 of this Report. The positive impact of these changes on the years ended December 31, 2020 and 2019 were increases in interest income of $5.6 million and $7.4 million, respectively, and increases in net interest margin of 11 basis points and 16 basis points, respectively. Excluding the positive impact of the additional yield accretion, net interest margin decreased 41 basis points during the year ended December 31, 2020. The decrease in net interest margin was due to significantly declining market interest rates, a change in asset mix with increases in lower-yielding investments and cash equivalents and the issuance of additional subordinated notes in 2020.
The Company's overall interest rate spread decreased 39 basis points, or 10.7%, from 3.62% during the year ended December 31, 2019, to 3.23% during the year ended December 31, 2020. The decrease was due to an 85 basis point decrease in the weighted average yield on interest-earning assets, partially offset by a 46 basis point decrease in the weighted average rate paid on interest-bearing liabilities. In comparing the two years, the yield on loans decreased 71 basis points, the yield on investment securities decreased 20 basis points and the yield on other interest-earning assets decreased 195 basis points. The rate paid on deposits decreased 48 basis points, the rate paid on subordinated debentures issued to capital trust decreased 151 basis points, the rate paid on short-term borrowings decreased 103 basis points, and the rate paid on subordinated notes increased one basis point.
For additional information on net interest income components, refer to the "Average Balances, Interest Rates and Yields" table in this Report.
Provision for Loan Losses and Allowance for Loan Losses
In the first quarter of 2020, pursuant to the CARES Act and guidance from the SEC and FASB, we elected to delay adoption of the new accounting standard (CECL) related to accounting for credit losses. Our financial statements for the year ended December 31, 2020, are prepared under the existing incurred loss methodology standard for accounting for loan losses.
Management records a provision for loan losses in an amount it believes is sufficient to result in an allowance for loan losses that will cover current net charge-offs as well as risks believed to be inherent in the loan portfolio of the Bank. The amount of provision charged against current income is based on several factors, including, but not limited to, past loss experience, current portfolio mix, actual and potential losses identified in the loan portfolio, economic conditions, and internal as well as external reviews. The levels of non-performing assets, potential problem loans, loan loss provisions and net charge-offs fluctuate from period to period and are difficult to predict.
Worsening economic conditions from the COVID-19 pandemic, higher inflation or interest rates, or other factors may lead to increased losses in the portfolio and/or requirements for an increase in loan loss provision expense. Management maintains various controls in an attempt to limit future losses, such as a watch list of possible problem loans, documented loan administration policies and loan review staff to review the quality and anticipated collectability of the portfolio. Additional procedures provide for frequent management review of the loan portfolio based on loan size, loan type, delinquencies, financial analysis, on-going correspondence
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with borrowers and problem loan work-outs. Management determines which loans are potentially uncollectible, or represent a greater risk of loss, and makes additional provisions to expense, if necessary, to maintain the allowance at a satisfactory level.
The provision for loan losses for the year ended December 31, 2020 increased $9.7 million, to $15.9 million, compared with $6.2 million for the year ended December 31, 2019. At December 31, 2020 and December 31, 2019, the allowance for loan losses was $55.7 million and $40.3 million, respectively. Total net charge-offs were $422,000 and $4.3 million for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, a substantial portion of net charge-offs were in the consumer category. The Company experienced net recoveries in some of the other loan categories. In response to a more challenging consumer credit environment, the Company tightened its underwriting guidelines on automobile lending beginning in the latter part of 2016. Management took this step in an effort to improve credit quality in the portfolio and lower delinquencies and charge-offs. In February 2019, the Company ceased providing indirect lending services to automobile dealerships. These actions also reduced origination volume and, as such, the outstanding balance of the Company's automobile loans declined approximately $66 million in the year ended December 31, 2020. At December 31, 2020, indirect automobile loans totaled approximately $48 million. We expect this total balance will be largely paid off in the next year. General market conditions and unique circumstances related to individual borrowers and projects contributed to the level of provisions and charge-offs. In 2020, due to the COVID-19 pandemic and its effects on the overall economy and unemployment, the Company increased its provisions for loan losses and increased its allowance for loan losses, even though actual realized net charge-offs were very low. Collateral and repayment evaluations of all assets categorized as potential problem loans, non-performing loans or foreclosed assets were completed with corresponding charge-offs or reserve allocations made as appropriate.
All FDIC-acquired loans were grouped into pools based on common characteristics and were recorded at their estimated fair values, which incorporated estimated credit losses at the acquisition date. These loan pools have been systematically reviewed by the Company to determine the risk of losses that may exceed those identified at the time of the acquisition. Techniques used in determining risk of loss are similar to those used to determine the risk of loss for the legacy Great Southern Bank portfolio, with most focus being placed on those loan pools which include larger loan relationships and those loan pools which exhibit higher risk characteristics. Review of the acquired loan portfolio also includes a review of financial information, collateral valuations and customer interaction to determine if additional reserves are warranted.
The Bank’s allowance for loan losses as a percentage of total loans, excluding FDIC-assisted acquired loans, was 1.32% and 1.00% at December 31, 2020 and 2019, respectively. Management considers the allowance for loan losses adequate to cover losses inherent in the Bank’s loan portfolio at December 31, 2020, based on recent reviews of the Bank’s loan portfolio and current economic conditions. If current economic conditions were to last longer than anticipated or deteriorate further or management’s assessment of the loan portfolio were to change, additional loan loss provisions could be required, thereby adversely affecting the Company’s future results of operations and financial condition.
Effective January 1, 2021, we adopted the CECL accounting standard. This accounting standard requires FDIC-insured institutions and their holding companies (banking organizations) to recognize credit losses expected over the life of certain financial assets. CECL covers a broader range of assets than the current incurred loss method of recognizing credit losses and generally results in earlier recognition of credit losses.
Non-performing Assets
Non-performing assets acquired through FDIC-assisted transactions, including foreclosed assets and potential problem loans, are not included in the totals or in the discussion of non-performing loans, potential problem loans and foreclosed assets below. These assets were initially recorded at their estimated fair values as of their acquisition dates and are accounted for in pools; therefore, these loan pools were analyzed rather than the individual loans. The overall performance of the loan pools acquired in each of the five FDIC-assisted transactions has been better than original expectations as of the acquisition dates.
As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions that occur from time to time, and other factors specific to a borrower's circumstances, the level of non-performing assets will fluctuate.
Non-performing assets, excluding all FDIC-assisted acquired assets, at December 31, 2020, were $3.8 million, a decrease of $4.4 million from $8.2 million at December 31, 2019. Non-performing assets, excluding all FDIC-assisted acquired assets, as a percentage of total assets were 0.07% at December 31, 2020, compared to 0.16% at December 31, 2019.
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Compared to December 31, 2019, non-performing loans decreased $1.5 million to $3.0 million at December 31, 2020, and foreclosed assets decreased $2.9 million to $777,000 at December 31, 2020. Non-performing one-to four-family residential loans comprised $1.6 million, or 51.6%, of the total non-performing loans at December 31, 2020. Non-performing consumer loans comprised $771,000, or 25.3%, of the total non-performing loans at December 31, 2020. Non-performing commercial real estate loans comprised $587,000, or 19.3%, of total non-performing loans at December 31, 2020. Non-performing commercial business loans comprised $114,000, or 3.8%, of total non-performing loans at December 31, 2020.
Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2020, was as follows:
At December 31, 2020, the non-performing one- to four-family residential category included 23 loans, nine of which were added during 2020. The largest relationship in this category was added in 2020 totaling $274,000, or 17.5% of the total category, which is collateralized by a residential home in the Kansas City, Mo. area. Subsequent to December 31, 2020 this loan was paid off. The non-performing consumer category included 65 loans, 24 of which were added during 2020, and the majority of which are indirect and used automobile loans. The non-performing commercial real estate category included two loans. One loan was added and then removed from non-performing during 2020 after completing six consecutive months of timely payments. The largest relationship in this category was added in 2019 totaling $495,000, or 84.4% of the total category, and was collateralized by a multi-tenant building in Arkansas. The non-performing commercial business category included two loans, neither of which was added during 2020. The largest relationship in this category was added in 2018, and totaled $75,000, or 65.6% of the total category. The previous largest relationship in this category of $1.1 million paid off during 2020.
In the table above, loans that were modified under the guidance provided by the CARES Act are not non-performng loans as they are current under their modified terms. For additional information about these loan modifications, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -- “Loan Modifications.”
Other Real Estate Owned and Repossessions. Of the total $1.9 million of other real estate owned and repossessions at December 31, 2020, $446,000 represents the fair value of foreclosed and repossessed assets related to loans acquired in FDIC-assisted transactions and $654,000 represents properties which were not acquired through foreclosure. The foreclosed and other assets acquired in the FDIC-assisted transactions and the properties not acquired through foreclosure are not included in the following table and discussion of other real estate owned and repossessions. Because sales and write-downs of foreclosed and repossessed properties exceeded
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additions, total foreclosed assets and repossessions decreased. Activity in foreclosed assets and repossessions during the year ended December 31, 2020, was as follows:
At December 31, 2020, the land development category of foreclosed assets consisted of one property in the Camdenton, Mo. area and had a balance of $250,000 after a valuation write-down and price reduction. During 2020, two of the three properties in the land development category were sold. The subdivision construction category of foreclosed1.1 assets consisted of one property in the Branson, Mo. area that had a balance of $263,000 after a valuation write-down. The one- to four-family category of foreclosed assets consisted of one property in western Missouri, which was added during 2020 with a balance of $111,000. The amount of additions and sales under consumer loans are due to a higher volume of repossessions of automobiles, which generally are subject to a shorter repossession process. The Company experienced increased levels of delinquencies and repossessions in indirect and used automobile loans throughout 2016 and 2017. The level of delinquencies and repossessions in indirect and used automobile loans decreased in 2018 through 2020.
Potential Problem Loans. Potential problem loans decreased $58,000 during the year ended December 31, 2020, from $4.4 million at December 31, 2019 to $4.3 million at December 31, 2020. This decrease was primarily due to $1.7 million in payments on potential problem loans, $124,000 in loan charge offs, and $123,000 in loans removed from potential problems and transferred to the non-performing category. Partially offsetting this decrease was the addition of $2.0 million of loans to potential problem loans. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current repayment terms. These loans are not reflected in non-
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performing assets, but are considered in determining the adequacy of the allowance for loan losses. Activity in the potential problem loans category during the year ended December 31, 2020, was as follows:
At December 31, 2020, the commercial real estate category of potential problem loans included three loans, two of which were added during 2020. The largest relationship in this category (added during 2018), totaling $1.8 million, or 62.3% of the total category, is collateralized by a mixed use commercial retail building. Payments were current on this relationship at December 31, 2020. One relationship, which totaled $1.2 million and was outstanding at December 31, 2019, paid off in 2020. The one- to four-family residential category of potential problem loans included 18 loans, five of which were added during 2020. The consumer category of potential problem loans included 52 loans, 38 of which were added during 2020, and the majority of which were indirect and used automobile loans.
Loans Classified “Watch”
The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as “Watch” are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. During 2020, loans classified as “Watch” increased $27.4 million, from $37.4 million at December 31, 2019 to $64.8 million at December 31, 2020. This increase was primarily due to the addition of two unrelated loan relationships involving eight total loans. One relationship totaled $14.3 million and was collateralized by a shopping center project. The other relationship totaled $11.9 million and was collateralized by multiple indoor recreational facilities. See Note 3 for further discussion of the Company’s loan grading system.
Non-Interest Income
Non-interest income for the year ended December 31, 2020 was $35.1 million compared with $31.0 million for the year ended December 31, 2019. The increase of $4.1 million, or 13.2%, was primarily as a result of the following items:
Net gains on loan sales: Net gains on loan sales increased $5.5 million compared to the prior year. The increase was due to an increase in originations of fixed-rate loans during 2020 compared to 2019. Fixed rate single-family mortgage loans originated are generally subsequently sold in the secondary market.
Other income: Other income increased $855,000 compared to the prior year. In 2020, the Company recognized approximately $734,000 of additional fee income related to newly-originated interest rate swaps in the Company’s back-to-back swap program with loan customers and swap counterparties when compared to 2019. The Company also recognized approximately $784,000 in income related to scheduled payments and exit fees of certain tax credit partnerships during 2020, compared to $525,000 during 2019. In 2019, the Company recognized gains totaling $677,000 from the sale of, or recovery of, receivables and assets that were acquired several years prior in FDIC-assisted transactions, with no similar sales or recoveries in the current year.
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Service charges, debit card and ATM fees: Service charges, debit card and ATM fees decreased $2.2 million compared to the prior year. This decrease was primarily due to a decrease in overdraft and insufficient funds fees on customer accounts. This was due to both a reduction in usage by customers and a decision near the end of the first quarter of 2020 to waive (through August 31, 2020) certain fees for customers in response to the COVID-19 pandemic. The effects of that decision were felt during the second and third quarters of 2020. In addition, the Company recorded less in debit card and ATM fees due to a reduction in debit card and ATM usage. Also during 2020, $200,000 in additional expenses were netted against ATM fee income due to the conversion to a new debit card processing system.
Non-Interest Expense
Total non-interest expense increased $8.1 million, or 7.0%, from $115.1 million in the year ended December 31, 2019, to $123.2 million in the year ended December 31, 2020. The Company’s efficiency ratio for the year ended December 31, 2020 was 58.07%, an increase from 54.48% for 2019. The higher efficiency ratio in 2020 was primarily due to an increase in non-interest expense, partially offset by an increase in total revenue. In the year ended December 31, 2020, the Company’s efficiency ratio was negatively impacted by an increase in salaries and employee benefits expense and positively impacted by an increase in income related to loan sales. In the year ended December 31, 2019, the Company’s efficiency ratio was positively impacted by a decrease in expense on other real estate and repossessions and negatively impacted by an increase in salaries and employee benefits expense. The Company’s ratio of non-interest expense to average assets was 2.31% for the year ended December 31, 2020 compared to 2.37% for the year ended December 31, 2019. This decrease was primarily due to an increase in average assets. Average assets for the year ended December 31, 2020, increased $468.4 million, or 9.6%, from the year ended December 31, 2019, primarily due to increases in loans receivable and cash and cash equivalents.
The following were key items related to the increase in non-interest expense for the year ended December 31, 2020 as compared to the year ended December 31, 2019:
Salaries and employee benefits: Salaries and employee benefits increased $7.6 million in the year ended December 31, 2020 compared to the prior year. The increase was primarily due to annual employee compensation merit increases and increased incentives in lending, including mortgage lending activities as noted above, and operations areas. Total salaries and benefits expense in the mortgage lending area increased $2.4 million compared to the previous year. Additionally, in March 2020, the Company approved a special cash bonus to all employees totaling $1.1 million in response to the COVID-19 pandemic. In August 2020, the Company paid a second special cash bonus to all employees totaling $1.1 million in response to the pandemic.
Net occupancy expense: Net occupancy expense increased $1.4 million in the year ended December 31, 2020 compared to the year ended December 31, 2019. This was primarily related to increased depreciation on new ATM/ITMs and ATM operating software upgrades implemented during the fourth quarter of 2019. Also included in net occupancy expense for 2020 were COVID-19-related expenses for various items such as cleaning services, equipment, costs to set up remote work sites and other items.
Insurance: Insurance expense increased $390,000 in 2020 compared to the prior year. This increase was primarily due to an increase in FDIC deposit insurance premiums. In 2019, the Bank had a credit with the FDIC for a portion of premiums previously paid to the deposit insurance fund. The deposit insurance fund balance was sufficient to cause no premium to be due for the last six months of 2019.
Partnership tax credit: Partnership tax credit expense decreased $285,000 in the year ended December 31, 2020 compared to 2019. The Company periodically invests in certain tax credits and amortizes those investments over the period that the tax credits are used. The tax credit period for certain of these credits ended in 2020 and so the final amortization of the investment in those credits also ended in 2020.
Provision for Income Taxes
For the years ended December 31, 2020 and 2019, the Company's effective tax rate was 18.9% and 18.3%, respectively. These effective rates were lower than the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and to tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate. The Company’s effective tax rate may fluctuate in future periods as it is impacted by the level and timing of the Company’s utilization of tax credits and the level of tax-exempt investments and loans and the overall level of pre-tax income. The Company's effective income tax rate is currently
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generally expected to remain below the statutory rate due primarily the factors noted above. The Company currently expects its effective tax rate (combined federal and state) will be approximately 18.5% to 19.5% in future periods.
Average Balances, Interest Rates and Yields
The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Average balances of loans receivable include the average balances of non-accrual loans for each period. Interest income on loans includes interest received on non-accrual loans on a cash basis. Interest income on loans includes the amortization of net loan fees, which were deferred in accordance with accounting standards. Net fees included in interest income were $6.6 million, $4.0 million and $3.5 million for 2020, 2019 and 2018, respectively. Tax-exempt income was not calculated on a tax equivalent basis. The table does not reflect any effect of income taxes.
*Defined as the Company's net interest income divided by total interest-earning assets.
|
(1) |
Of the total average balance of investment securities, average tax-exempt investment securities were $55.9 million, $41.7 million and $53.6 million for 2020, 2019 and 2018, respectively. In addition, average tax-exempt industrial revenue bonds were $20.0 million, $20.8 million and $24.8 million in 2020, 2019 and 2018, respectively. Interest income on tax-exempt assets included in this table was $2.2 million, $2.4 million and $3.1 million for 2020, 2019 and 2018, respectively. Interest income net of disallowed interest expense related to tax-exempt assets was $2.0 million, $2.2 million and $2.9 million for 2020, 2019 and 2018, respectively. |
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|
(2) |
The yield/rate on loans at December 31, 2020 does not include the impact of the accretable yield (income) on loans acquired in the FDIC-assisted transactions. See “Net Interest Income” for a discussion of the effect on 2020 results of operations. |
Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods shown. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in rate (i.e., changes in rate multiplied by old volume) and (ii) changes in volume (i.e., changes in volume multiplied by old rate). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to volume and rate. Tax-exempt income was not calculated on a tax equivalent basis.
Results of Operations and Comparison for the Years Ended December 31, 2019 and 2018
General
Net income increased $6.5 million, or 9.7%, during the year ended December 31, 2019, compared to the year ended December 31, 2018. Net income was $73.6 million for the year ended December 31, 2019 compared to $67.1 million for the year ended December 31, 2018. This increase was due to an increase in net interest income of $12.2 million, or 7.3%, a decrease in provision for loan losses of $1.0 million, or 14.0%, and a decrease in non-interest expenses of $172,000, or 0.1%, partially offset by a decrease in non-interest income of $5.3 million, or 14.5%, and an increase in provision for income taxes of $1.6 million, or 10.8%. Net income available to common shareholders was $73.6 million for the year ended December 31, 2019 compared to $67.1 million for the year ended December 31, 2018.
Total Interest Income
Total interest income increased $29.0 million, or 14.1%, during the year ended December 31, 2019 compared to the year ended December 31, 2018. The increase was due to a $24.8 million, or 12.5%, increase in interest income on loans and a $4.2 million, or 54.7%, increase in interest income on investment securities and other interest-earning assets. Interest income on loans increased in 2019 compared to 2018 due to higher average rates of interest and higher average balances of loans. Interest income from investment securities and other interest-earning assets increased during 2019 compared to 2018 due to higher average rates of interest and higher average balances.
Interest Income – Loans
During the year ended December 31, 2019 compared to the year ended December 31, 2018, interest income on loans increased due to higher average interest rates and higher average balances. Interest income increased $12.0 million as the result of higher average
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interest rates on loans. The average yield on loans increased from 5.07% during the year ended December 31, 2018 to 5.37% during the year ended December 31, 2019. Interest income increased $12.8 million as a result of higher average loan balances, which increased from $3.91 billion during the year ended December 31, 2018, to $4.16 billion during the year ended December 31, 2019. The higher average balances were primarily due to organic loan growth in commercial real estate loans, one- to four- family residential loans, and other residential (multi-family) loans, partially offset by decreases in consumer loans.
On an on-going basis, the Company has estimated the cash flows expected to be collected from the acquired loan pools. For each of the loan portfolios acquired, the cash flow estimates have increased, based on the payment histories and the collection of certain loans, thereby reducing loss expectations of certain loan pools, resulting in adjustments to be spread on a level-yield basis over the remaining expected lives of the loan pools. The entire amount of the discount adjustment has been and will be accreted to interest income over time. For the years ended December 31, 2019 and 2018, the adjustments increased interest income and pre-tax income by $7.4 million and $5.1 million, respectively.
As of December 31, 2019, the remaining accretable yield adjustment that will affect interest income was $7.6 million. Of the remaining adjustments affecting interest income, we expect to recognize $5.6 million of interest income during 2020. Apart from the yield accretion, the average yield on loans was 5.19% during the year ended December 31, 2019, compared to 4.94% during the year ended December 31, 2018, as a result of higher current market rates on adjustable rate loans and new loans originated during the year.
As noted previously, 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 is $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 reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. The floating rate of interest was 1.710% at December 31, 2019. Therefore, at that time, the Company received net interest settlements which were recorded as loan interest income, to the extent that the fixed rate of interest exceeded one-month USD-LIBOR. If USD-LIBOR had 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. The Company recorded loan interest income of $3.1 million and $673,000 during the years ending December 31, 2019 and 2018, respectively, related to this interest rate swap.
Interest Income – Investments and Other Interest-earning Assets
Interest income on investments increased $4.2 million in the year ended December 31, 2019 compared to the year ended December 31, 2018. Interest income increased $3.8 million as a result of an increase in average balances from $201.3 million during the year ended December 31, 2018, to $326.5 million during the year ended December 31, 2019. Average balances of securities increased primarily due to significant purchases of securities in 2019. Interest income increased $395,000 due to an increase in average interest rates from 2.90% during the year ended December 31, 2018 to 3.08% during the year ended December 31, 2019, due to higher market rates of interest on investment securities and a decrease in the volume of prepayments on mortgage-backed securities.
Interest income on other interest-earning assets decreased $7,000 in the year ended December 31, 2019 compared to the year ended December 31, 2018. Interest income decreased $58,000 as a result of a decrease in average balances from $104.2 million during the year ended December 31, 2018, to $87.8 million during the year ended December 31, 2019. Interest income increased $51,000 due to an increase in average interest rates from 1.81% during the year ended December 31, 2018, to 2.14% during the year ended December 31, 2019, primarily due to higher market rates of interest on other interest-bearing deposits in financial institutions.
Total Interest Expense
Total interest expense increased $16.8 million, or 44.6%, during the year ended December 31, 2019, when compared with the year ended December 31, 2018, due to an increase in interest expense on deposits of $17.6 million, or 63.0%, an increase in interest expense on short-term borrowings and repurchase agreements of $2.9 million, or 375.2%, an increase in interest expense on subordinated notes of $281,000, or 6.9%, and an increase in interest expense on subordinated debentures issued to capital trust of $66,000, or 6.9%. Partially offsetting these increases, interest expense decreased $4.0 million, or 100%, due to having no FHLB advances outstanding during the year ended December 31, 2019.
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Interest Expense – Deposits
Interest on demand deposits increased $2.1 million due to an increase in average rates from 0.39% during the year ended December 31, 2018, to 0.53% during the year ended December 31, 2019. Partially offsetting that increase, interest on demand deposits decreased $92,000 due to a decrease in average balances from $1.53 billion in the year ended December 31, 2018, to $1.51 billion in the year ended December 31, 2019. The increase in average interest rates of interest-bearing demand deposits was primarily a result of increased market interest rates on these types of accounts from December 2016 through the first half of 2019.
Interest expense on time deposits increased $9.4 million as a result of an increase in average rates of interest from 1.60% during the year ended December 31, 2018, to 2.19% during the year ended December 31, 2019. In addition, interest expense on time deposits increased $6.3 million due to an increase in average balances of time deposits from $1.38 billion during the year ended December 31, 2018, to $1.72 billion during the year ended December 31, 2019. A large portion of the Company’s certificate of deposit portfolio matures within six to eighteen months and therefore reprices fairly quickly; this is consistent with the portfolio over the past several years. Older certificates of deposit that renewed or were replaced with new deposits generally resulted in the Company paying a higher rate of interest due to market interest rate increases in 2018 and the first half of 2019. The increase in average balances of time deposits was primarily a result of increases in brokered deposits, including CDARS program purchased funds, and increases in deposits originated through the Company’s internet deposit acquisition channels.
Interest Expense - FHLBank Advances, Short-term Borrowings and Structured Repurchase Agreements, Subordinated Debentures Issued to Capital Trust and Subordinated Notes
FHLBank advances were not utilized during the year ended December 31, 2019. The Company had a higher amount of overnight borrowings from the FHLBank in 2019, as discussed below.
Interest expense on short-term borrowings and repurchase agreements increased $1.8 million due to average rates that increased from 0.56% in the year ended December 31, 2018, to 1.40% in the year ended December 31, 2019. The increase was due to increases in market interest rates and a change in the mix of funding during the year, with more overnight borrowings from the FHLBank in 2019. In addition to this increase, interest expense on short-term borrowings and repurchase agreements increased $1.1 million due to an increase in average balances from $137.3 million during the year ended December 31, 2018, to $260.0 million during the year ended December 31, 2019.
During the year ended December 31, 2019, compared to the year ended December 31, 2018, interest expense on subordinated debentures issued to capital trusts increased $66,000 due to slightly higher average interest rates. The average interest rate was 3.70% in 2018, compared to 3.95% in 2019. There was no change in the average balance of the subordinated debentures between 2019 and 2018.
In August 2016, the Company issued $75 million of 5.25% fixed-to-floating rate subordinated notes due August 15, 2026. The notes were sold at par, resulting in net proceeds, after underwriting discounts and commissions and other issuance costs, of approximately $73.5 million. These issuance costs are amortized over the expected life of the notes, which is five years from the issuance date, and therefore impact the overall interest expense on the notes. Interest expense on the subordinated notes increased $276,000 due to average rates that increased from 5.55% in the year ended December 31, 2018, to 5.91% in the year ended December 31, 2019.
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Net Interest Income
Net interest income for the year ended December 31, 2019 increased $12.2 million, or 7.3%, to $180.4 million, compared to $168.2 million for the year ended December 31, 2018. Net interest margin was 3.95% for the year ended December 31, 2019, compared to 3.99% in 2018, a decrease of four basis points. In both years, the Company’s net interest income and margin were positively impacted by the increases in expected cash flows from the FDIC-assisted acquired loan pools and the resulting increase to accretable yield, which was discussed previously in “Interest Income – Loans” and is discussed in Note 4 of the accompanying audited financial statements, which are included in Item 8 of this Report. The positive impact of these changes on the years ended December 31, 2019 and 2018 were increases in interest income of $7.4 million and $5.1 million, respectively, and increases in net interest margin of 16 basis points and 12 basis points, respectively. Excluding the positive impact of the additional yield accretion, net interest margin decreased eight basis points during the year ended December 31, 2019. The decrease in net interest margin is primarily due to an increase in the average interest rates on interest-bearing demand and time deposits and an increase in the average interest rate on short term borrowings and repurchase agreements including overnight borrowings from the FHLBank, partially offset by increased yields in most loan categories and higher overall yields on investments and interest-earning deposits at the Federal Reserve Bank.
The Company’s overall interest rate spread decreased 13 basis points, or 3.5%, from 3.75% during the year ended December 31, 2018, to 3.62% during the year ended December 31, 2019. The decrease was due to a 39 basis point increase in the weighted average rate paid on interest-bearing liabilities, partially offset by a 26 basis point increase in the weighted average yield on interest-earning assets. In comparing the two years, the yield on loans increased 30 basis points, the yield on investment securities increased 18 basis points and the yield on other interest-earning assets increased 33 basis points. The rate paid on deposits increased 45 basis points, the rate paid on FHLBank advances decreased 209 basis points, the rate paid on subordinated debentures issued to capital trust increased 25 basis points, the rate paid on short-term borrowings increased 84 basis points, and the rate paid on subordinated notes increased 36 basis points.
For additional information on net interest income components, refer to the “Average Balances, Interest Rates and Yields” table in this Report.
Provision for Loan Losses and Allowance for Loan Losses
The provision for loan losses for the year ended December 31, 2019 decreased $1.0 million, to $6.2 million, compared with $7.2 million for the year ended December 31, 2018. At December 31, 2019 and December 31, 2018, the allowance for loan losses was $40.3 million and $38.4 million, respectively. Total net charge-offs were $4.3 million and $5.2 million for the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, $2.8 million of the $4.3 million of net charge-offs were in the consumer auto category. In response to a more challenging consumer credit environment, the Company tightened its underwriting guidelines on automobile lending beginning in the latter part of 2016. Management took this step in an effort to improve credit quality in the portfolio and lower delinquencies and charge-offs. In February 2019, the Company ceased providing indirect lending services to automobile dealerships. These actions also reduced origination volume and, as such, the outstanding balance of the Company's automobile loans declined approximately $102 million in the year ended December 31, 2019. At December 31, 2019, indirect automobile loans totaled approximately $109 million. We expect this total balance will be largely paid off in the next year. General market conditions and unique circumstances related to individual borrowers and projects contributed to the level of provisions and charge-offs. Collateral and repayment evaluations of all assets categorized as potential problem loans, non-performing loans or foreclosed assets were completed with corresponding charge-offs or reserve allocations made as appropriate.
The Bank’s allowance for loan losses as a percentage of total loans, excluding FDIC-assisted acquired loans, was 1.00% and 0.98% at December 31, 2019 and December 31, 2018, respectively.
Non-performing Assets
Non-performing assets acquired through FDIC-assisted transactions, including foreclosed assets and potential problem loans, are not included in the totals or in the discussion of non-performing loans, potential problem loans and foreclosed assets below. These assets were initially recorded at their estimated fair values as of their acquisition dates and are accounted for in pools; therefore, these loan pools are analyzed rather than the individual loans. The overall performance of the loan pools acquired in each of the five FDIC-assisted transactions has been better than original expectations as of the acquisition dates.
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As a result of changes in balances and composition of the loan portfolio, changes in economic and market conditions that occur from time to time, and other factors specific to a borrower’s circumstances, the level of non-performing assets will fluctuate.
Non-performing assets, excluding all FDIC-assisted acquired assets, at December 31, 2019, were $8.2 million, a decrease of $3.6 million from $11.8 million at December 31, 2018. Non-performing assets, excluding all FDIC-assisted acquired assets, as a percentage of total assets were 0.16% at December 31, 2019, compared to 0.25% at December 31, 2018.
Compared to December 31, 2018, non-performing loans decreased $1.8 million to $4.5 million at December 31, 2019, and foreclosed assets decreased $1.8 million to $3.7 million at December 31, 2019. Non-performing one-to four-family residential loans comprised $1.4 million, or 30.5%, of the total $4.5 million of non-performing loans at December 31, 2019. Non-performing consumer loans comprised $1.3 million, or 28.2%, of the total non-performing loans at December 31, 2019. Non-performing commercial business loans comprised $1.2 million, or 27.3%, of total non-performing loans at December 31, 2019. Non-performing commercial real estate loans comprised $632,000, or 14.0%, of total non-performing loans at December 31, 2019.
Non-performing Loans. Activity in the non-performing loans category during the year ended December 31, 2019, was as follows:
At December 31, 2019, the non-performing one- to four-family residential category included 23 loans, 13 of which were added during 2019. The largest relationship in this category was added in 2019 totaling $158,000, or 11.5% of the total category, which is collateralized by a residential home in the St. Louis, Mo. area. The non-performing consumer category included 111 loans, 64 of which were added during 2019, and the majority of which are indirect used automobile loans. The non-performing commercial business category included four loans, one of which was added during 2019. The largest relationship in this category was added in 2018, and totaled $1.1 million, or 85.7% of the total category. This relationship is collateralized by an assignment of an interest in a real estate project. The non-performing commercial real estate category included two loans, one of which was added during 2019. The largest relationship in this category was added in 2019 totaling $530,000, or 83.9% of the total category, and was collateralized by a multi-tenant building in Arkansas.
The significant increases and decreases in non-performing loans during 2019 primarily related to one borrower. This relationship totaled approximately $6.7 million, with collateral consisting of commercial development ground and a single-family property in central Missouri and agricultural ground in Iowa. The loans in this relationship were all cross-collateralized. This relationship was represented in the non-performing land development, commercial real estate and one- to four-family categories. During 2019, the borrower deeded the properties to the Bank in lieu of foreclosure and this relationship was then moved to the Other Real Estate Owned and Repossessed category. The land development and commercial real estate assets were then sold prior to the end of 2019.
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Other Real Estate Owned and Repossessions. Of the total $5.5 million of other real estate owned and repossessions at December 31, 2019, $1.0 million represents the fair value of foreclosed and repossessed assets related to loans acquired in FDIC-assisted transactions and $871,000 represents properties which were not acquired through foreclosure. The foreclosed and other assets acquired in the FDIC-assisted transactions and the properties not acquired through foreclosure are not included in the following table and discussion of other real estate owned and repossessions. Because sales and write-downs of foreclosed and repossessed properties exceeded additions, total foreclosed assets and repossessions decreased. Activity in foreclosed assets and repossessions during the year ended December 31, 2019, was as follows:
Excluding the consumer category, during the year ended December 31, 2019, the Company reduced its foreclosed assets by $9.0 million through asset sales. At December 31, 2019, the land development category of foreclosed assets included three properties, the largest of which was located in the Branson, Mo. area and had a balance of $768,000, or 42.3% of the total category. Of the total dollar amount in the land development category of foreclosed assets, 70.3% was located in the Branson, Mo. area, including the largest property previously mentioned. The subdivision construction category of foreclosed assets included three properties, the largest of which was located in the Branson, Mo. area and had a balance of $350,000, or 50.8% of the total category. Of the total dollar amount in the subdivision construction category of foreclosed assets, 90.0% is located in the Branson, Mo. area, including the largest property previously mentioned. The one- to four-family category of foreclosed assets included two properties, one of which was added during 2019 with a balance of $291,000. The amount of additions and sales under consumer loans are due to a higher volume of repossessions of automobiles, which generally are subject to a shorter repossession process. The level of delinquencies and repossessions in indirect and used automobile loans decreased in 2018 and 2019 compared to 2016 and 2017, though potential problem loans in this category increased in 2019, as indicated below.
The large additions and sales items in the land development and commercial real estate categories are related to the $6.7 million relationship discussed above under Non-Performing Loans.
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Potential Problem Loans. Potential problem loans increased $1.1 million during the year ended December 31, 2019, from $3.3 million at December 31, 2018 to $4.4 million at December 31, 2019. This increase was primarily due to the addition of $2.5 million of loans to potential problem loans. Partially offsetting the added loans was $1.1 million in payments on potential problem loans, $154,000 in loans removed from potential problem loans due to improvements in the credits, and $173,000 in loans transferred to the non-performing category. Potential problem loans are loans which management has identified through routine internal review procedures as having possible credit problems that may cause the borrowers difficulty in complying with current repayment terms. These loans are not reflected in non-performing assets, but are considered in determining the adequacy of the allowance for loan losses. Activity in the potential problem loans category during the year ended December 31, 2019, was as follows:
At December 31, 2019, the commercial real estate category of potential problem loans included two loans, one of which was added during 2019. The largest relationship in this category (added during 2018), totaling $1.8 million, or 60.0% of the total category, is collateralized by a mixed use commercial retail building. The other relationship in the category, which totaled $1.2 million, or 40.0% of the total category, is collateralized by a commercial retail building. Payments on both loans were current at December 31, 2019. The one- to four-family residential category of potential problem loans included 16 loans, four of which were added during 2019. The consumer category of potential problem loans included 55 loans, 45 of which were added during 2019.
Non-Interest Income
Non-interest income for the year ended December 31, 2019 was $31.0 million compared with $36.2 million for the year ended December 31, 2018. The decrease of $5.2 million, or 14.5%, was primarily a result of the following items:
Gain on sale of business units: On July 20, 2018, the Company closed on the sale of four banking centers in the Omaha, Neb., metropolitan market. The Bank sold branch deposits of approximately $56 million and sold substantially all branch-related real estate, fixed assets and ATMs. The Company recorded a pre-tax gain of $7.4 million on the sale during the year ended December 31, 2018.
Other income: Other income increased $2.8 million compared to the year ended December 31, 2018. This increase was primarily due to gains totaling $677,000 in 2019 from the sale of, or recovery of, receivables and assets that were acquired several years ago in FDIC-assisted transactions. The Company recognized approximately $1.1 million more in income than was recognized in the prior year as a result of the new debit card contracts. These contracts became effective at the beginning of 2019. The Company recognized approximately $787,000 in income related to interest rate swaps in the Company’s back-to-back swap program with loan customers and swap counterparties in 2019 compared to $50,000 in 2018. The Company also recognized approximately $184,000 in income related to the exit of certain tax credit partnerships in 2019.
Net gains on loan sales: Net gains on loan sales increased $819,000 compared to the year ended December 31, 2018. This increase was primarily due to an increase in originations of fixed-rate loans during 2019 compared to 2018. Fixed rate single-family mortgage loans originated are generally subsequently sold in the secondary market. In 2019, the Company began originating SBA loans with the intention of selling the guaranteed portion in the secondary market. During 2019, a gain on sale of $230,000 was recorded related to the Company’s SBA loan sales.
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Service charges and ATM fees: Service charges and ATM fees decreased $797,000 compared to the year ended December 31, 2018. This decrease was primarily due to a decrease in net ATM transaction fees and a decrease in overdraft and insufficient funds fees on customer accounts due to decreased levels of such activity. This decrease was partially offset by an increase in point-of-sale transaction fees due to a higher volume of such transactions in 2019. The decrease in net ATM transaction fees resulted from less volume of transactions that generate such fee income and increased costs per transaction.
Non-Interest Expense
Total non-interest expense decreased $172,000, or 0.1%, from $115.3 million in the year ended December 31, 2018, to $115.1 million in the year ended December 31, 2019. The Company’s efficiency ratio for the year ended December 31, 2019 was 54.48%, a decrease from 56.41% for 2018. The improvement in the ratio for 2019 was primarily due to an increase in net interest income, partially offset by a decrease in non-interest income due to the gain on sale of certain branches and deposits in 2018. In the year ended December 31, 2019, the Company’s efficiency ratio was positively impacted by a decrease in expense on other real estate and repossessions and negatively impacted by an increase in salaries and employee benefits expense. In the year ended December 31, 2018, the Company’s efficiency ratio was positively impacted by the significant gain recorded related to the sale of the Bank’s branches and deposits in Omaha, Neb. The Company’s ratio of non-interest expense to average assets was 2.37% for the year ended December 31, 2019 compared to 2.56% for the year ended December 31, 2018. This improvement was primarily due to an increase in average assets. Average assets for the year ended December 31, 2019, increased $351.7 million, or 7.8%, from the year ended December 31, 2018, primarily due to increases in loans receivable and investment securities.
The following were key items related to the decrease in non-interest expense for the year ended December 31, 2019 as compared to the year ended December 31, 2018:
Expense on other real estate and repossessions: Expense on other real estate and repossessions decreased $2.7 million compared to the year ended December 31, 2018, primarily due to decreased valuation write-downs of certain foreclosed assets of $958,000 during 2019, compared to $3.6 million during 2018. Also, the Company recorded lower levels of expense related to consumer repossessions during the year ending December 31, 2019.
Legal, audit and other professional fees: Legal, audit and other professional fees decreased $799,000 in the year ended December 31, 2019 compared to 2018. The decrease in 2019 was primarily due to higher fees during 2018 for professional services related to process improvement initiatives, fees paid to advisors for the negotiation and implementation of derivative transactions, consulting fees related to the ongoing implementation of an accounting system which will be utilized for the new loan loss accounting standard and legal costs related to the sale of the Omaha-area banking centers. During 2019, legal fees decreased as a result of fewer foreclosures and repossessions during the year.
Insurance: Insurance decreased $659,000 from the year ended December 31, 2018. This decrease was primarily due to a decrease in FDIC deposit insurance premiums for the final six months of 2019. The Bank had a credit with the FDIC for a portion of premiums previously paid to the deposit insurance fund. The deposit insurance fund balance was sufficient to result in no premium being due for the second half of 2019.
Acquired deposit intangible asset amortization: Acquired deposit intangible amortization expense decreased $372,000 in the year ended December 31, 2019 when compared to 2018. The Company generally amortizes its acquired deposit intangibles over a period of seven years. The amortization of the intangible related to the InterBank acquisition was completed during the first quarter of 2019 and the amortization of the intangible related to the Sun Security Bank acquisition was completed during the third quarter of 2018.
Salaries and employee benefits: Salaries and employee benefits increased $3.0 million from the prior year. This increase was primarily related to increased incentives in the lending and operations areas, annual compensation merit increases, along with staffing additions in the lending areas, including the new loan production offices in Atlanta and Denver, which opened in late 2018. Mortgage lending incentives increased due to the much higher volume of loan originations during 2019.
Net occupancy and equipment expense: Net occupancy expense increased $589,000 in the year ended December 31, 2019 compared to the year ended December 31, 2018. This increase was primarily due to increased depreciation related to new ATM/ITMs purchased and expenses related to ATM operating software upgrades implemented during 2019.
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Provision for Income Taxes
For the years ended December 31, 2019 and 2018, the Company’s effective tax rate was 18.3% and 18.1%, respectively. These effective rates were lower than the statutory federal tax rate of 21%, due primarily to the utilization of certain investment tax credits and to tax-exempt investments and tax-exempt loans, which reduced the Company’s effective tax rate.
Liquidity
Liquidity is a measure of the Company's ability to generate sufficient cash to meet present and future financial obligations in a timely manner through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. These obligations include the credit needs of customers, funding deposit withdrawals and the day-to-day operations of the Company. Liquid assets include cash, interest-bearing deposits with financial institutions and certain investment securities and loans. As a result of the Company's management of the ability to generate liquidity primarily through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs. At December 31, 2020, the Company had commitments of approximately $132.5 million to fund loan originations, $1.18 billion of unused lines of credit and unadvanced loans, and $16.1 million of outstanding letters of credit.
The following table summarizes the Company's fixed and determinable contractual obligations by payment date as of December 31, 2020. Additional information regarding these contractual obligations is discussed further in Notes 6, 8, 9, 10, 11, 12, 13 and 18 of the accompanying audited financial statements, which are included in Item 8 of this Report.
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The Company’s primary sources of funds are customer deposits, short term borrowings at the FHLBank, other borrowings, loan repayments, unpledged securities, proceeds from sales of loans and available-for-sale securities, and funds provided from operations. The Company utilizes particular sources of funds based on the comparative costs and availability at the time. The Company has from time to time chosen not to pay rates on deposits as high as the rates paid by certain of its competitors and, when believed to be appropriate, supplements deposits with less expensive alternative sources of funds.
At December 31, 2020 and 2019, the Company had these available secured lines and on-balance sheet liquidity:
Statements of Cash Flows. During the years ended December 31, 2020, 2019 and 2018, the Company had positive cash flows from operating activities. The Company experienced negative cash flows from investing activities during the years ended December 31, 2020, 2019 and 2018. The Company experienced positive cash flows from financing activities during the years ended December 31, 2020, 2019 and 2018.
Cash flows from operating activities for the periods covered by the Statements of Cash Flows have been primarily related to changes in accrued and deferred assets, credits and other liabilities, the provision for loan losses, realized gains on the sale of investment securities and loans, depreciation and amortization and the amortization of deferred loan origination fees and discounts (premiums) on loans and investments, all of which are non-cash or non-operating adjustments to operating cash flows. Net income adjusted for non-cash and non-operating items and the origination and sale of loans held-for-sale were the primary sources of cash flows from operating activities. Operating activities provided cash flows of $46.0 million, $86.4 million and $94.2 million during the years ended December 31, 2020, 2019 and 2018, respectively.
During the years ended December 31, 2020, 2019 and 2018, investing activities used cash of $131.3 million, $295.1 million and $381.3 million, respectively, primarily due to the net increases and purchases of loans and investment securities and the cash paid for the sale of deposits and branches (2018), partially offset by cash received for the termination of interest rate derivatives (2020) and the sales of investment securities (2019).
Changes in cash flows from financing activities during the periods covered by the Statements of Cash Flows are primarily due to changes in deposits after interest credited, changes in FHLBank advances, changes in short-term borrowings, proceeds from the issuance of subordinated notes, purchases of the Company’s common stock and dividend payments to stockholders. Financing activities provided cash flows of $428.9 million, $226.1 million and $247.6 million during the years ended December 31, 2020, 2019 and 2018, respectively, primarily due to increases in customer deposit balances, net increases or decreases in various borrowings and proceeds from the issuance of subordinated notes, partially offset by dividend payments to stockholders and purchases of the Company’s common stock.
Capital Resources
Management continuously reviews the capital position of the Company and the Bank to ensure compliance with minimum regulatory requirements, as well as to explore ways to increase capital either by retained earnings or other means.
As of December 31, 2020, total stockholders’ equity and common stockholders’ equity were each $629.7 million, or 11.4% of total assets, equivalent to a book value of $45.79 per common share. As of December 31, 2019, total stockholders’ equity and common stockholders’ equity were each $603.1 million, or 12.0% of total assets, equivalent to a book value of $42.29 per common share. At December 31, 2020, the Company’s tangible common equity to tangible assets ratio was 11.3%, compared to 11.9% at December 31, 2019. Included in stockholders’ equity at December 31, 2020 and 2019, were unrealized gains (net of taxes) on the Company’s available-for-sale investment securities totaling $23.3 million and $9.0 million, respectively. This increase in unrealized gains primarily resulted from lower market interest rates, which increased the fair value of the investment securities.
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Also included in stockholders’ equity at December 31, 2020, were realized gains (net of taxes) on the Company’s cash flow hedge (interest rate swap), which was terminated in March 2020, totaling $29.9 million. This amount, plus associated deferred taxes, is expected to be accreted to interest income over the remaining term of the original interest rate swap contract, which was to end in October 2025. At December 31, 2020, the remaining pre-tax amount to be recorded in interest income was $38.7 million. The net effect on total stockholders’ equity over time will be no impact as the reduction of this realized gain will be offset by an increase in retained earnings (as the interest income flows through pre-tax income).
Banks are required to maintain minimum risk-based capital ratios. These ratios compare capital, as defined by the risk-based regulations, to assets adjusted for their relative risk as defined by the regulations. Under current guidelines, which became effective January 1, 2015, banks must have a minimum common equity Tier 1 capital ratio of 4.50%, a minimum Tier 1 risk-based capital ratio of 6.00%, a minimum total risk-based capital ratio of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. To be considered "well capitalized," banks must have a minimum common equity Tier 1 capital ratio of 6.50%, a minimum Tier 1 risk-based capital ratio of 8.00%, a minimum total risk-based capital ratio of 10.00%, and a minimum Tier 1 leverage ratio of 5.00%. On December 31, 2020, the Bank's common equity Tier 1 capital ratio was 13.7%, its Tier 1 capital ratio was 13.7%, its total capital ratio was 14.9% and its Tier 1 leverage ratio was 11.8%. As a result, as of December 31, 2020, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2019, the Bank's common equity Tier 1 capital ratio was 13.1%, its Tier 1 capital ratio was 13.1%, its total capital ratio was 14.0% and its Tier 1 leverage ratio was 12.3%. As a result, as of December 31, 2019, the Bank was well capitalized, with capital ratios in excess of those required to qualify as such.
The FRB has established capital regulations for bank holding companies that generally parallel the capital regulations for banks. On December 31, 2020, the Company's common equity Tier 1 capital ratio was 12.2%, its Tier 1 capital ratio was 12.7%, its total capital ratio was 17.2% and its Tier 1 leverage ratio was 10.9%. To be considered well capitalized, a bank holding company must have a Tier 1 risk-based capital ratio of at least 6.00% and a total risk-based capital ratio of at least 10.00%. As of December 31, 2020, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such. On December 31, 2019, the Company's common equity Tier 1 capital ratio was 12.0%, its Tier 1 capital ratio was 12.5%, its total capital ratio was 15.0% and its Tier 1 leverage ratio was 11.8%. As of December 31, 2019, the Company was considered well capitalized, with capital ratios in excess of those required to qualify as such.
In addition to the minimum common equity Tier 1 capital ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio, the Company and the Bank have to maintain a capital conservation buffer consisting of additional common equity Tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses.
Dividends. During the year ended December 31, 2020, the Company declared common stock cash dividends of $2.36 per share (56.1% of net income per common share) and paid common stock cash dividends of $2.36 per share. This included a special cash dividend of $1.00 per common share declared in January 2020. During the year ended December 31, 2019, the Company declared common stock cash dividends of $2.07 per share (40.3% of net income per common share) and paid common stock cash dividends of $2.05 per share. This included a special cash dividend of $0.75 per common share declared in January 2019. The Board of Directors meets regularly to consider the level and the timing of dividend payments. The $0.34 per share dividend declared but unpaid as of December 31, 2020, was paid to stockholders in January 2021.
Common Stock Repurchases and Issuances. The Company has been in various buy-back programs since May 1990. During the years ended December 31, 2020 and 2019, the Company repurchased 529,883 shares of its common stock at an average price of $41.71 per share and 16,040 shares of its common stock at an average price of $52.93 per share, respectively. During the years ended December 31, 2020 and 2019, the Company issued 21,436 shares of stock at an average price of $30.81 per share and 125,894 shares of stock at an average price of $33.03 per share, respectively, to cover stock option exercises.
Management has historically utilized stock buy-back programs from time to time as long as management believed that repurchasing the stock would contribute to the overall growth of shareholder value. The number of shares of stock that will be repurchased at any particular time and the prices that will be paid are subject to many factors, several of which are outside of the control of the Company. The primary factors, however, are the number of shares available in the market from sellers at any given time, the price of the stock within the market as determined by the market and the projected impact on the Company’s earnings per share and capital.
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Non-GAAP Financial Measures
This document contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures include the ratio of tangible common equity to tangible assets.
In calculating the ratio of tangible common equity to tangible assets, we subtract period-end intangible assets from common equity and from total assets. Management believes that the presentation of these measures excluding the impact of intangible assets provides useful supplemental information that is helpful in understanding our financial condition and results of operations, as they provide a method to assess management's success in utilizing our tangible capital as well as our capital strength. Management also believes that providing measures that exclude balances of intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that these are standard financial measures used in the banking industry to evaluate performance.
These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of non-GAAP measures, this presentation may not be comparable to other similarly titled measures as calculated by other companies.
Non-GAAP Reconciliation: Ratio of Tangible Common Equity to Tangible Assets
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset and Liability Management and Market Risk
A principal operating objective of the Company is to produce stable earnings by achieving a favorable interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Company has sought to reduce its exposure to adverse changes in interest rates by attempting to achieve a closer match between the periods in which its interest-bearing liabilities and interest-earning assets can be expected to reprice through the origination of adjustable-rate mortgages and loans with shorter terms to maturity and the purchase of other shorter term interest-earning assets.
Our Risk When Interest Rates Change
The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.
How We Measure the Risk to Us Associated with Interest Rate Changes
In an attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor Great Southern’s interest rate risk. In monitoring interest rate risk, we regularly analyze and manage assets and liabilities based on their
104
payment streams and interest rates, the timing of their maturities and their sensitivity to actual or potential changes in market interest rates.
The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained despite fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing "gap," provides an indication of the extent to which an institution's interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities repricing during the same period, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets during the same period. Generally, during a period of rising interest rates, a negative gap within shorter repricing periods would adversely affect net interest income, while a positive gap within shorter repricing periods would result in an increase in net interest income. During a period of falling interest rates, the opposite would be true. As of December 31, 2020, Great Southern's interest rate risk models indicate that, generally, rising interest rates are expected to have a positive impact on the Company's net interest income, while declining interest rates are expected to have a negative impact on net interest income. We model various interest rate scenarios for rising and falling rates, including both parallel and non-parallel shifts in rates. The results of our modeling indicate that net interest income is not likely to be significantly affected either positively or negatively in the first twelve months following a rate change, regardless of any changes in interest rates, because our portfolios are relatively well matched in a twelve-month horizon. In a situation where market interest rates decrease significantly in a short period of time, as they did in March 2020, our net interest margin decrease may be more pronounced in the very near term (first one to three months), due to fairly rapid decreases in LIBOR interest rates. In the subsequent months we expect that the net interest margin would stabilize and begin to improve, as renewal interest rates on maturing time deposits are expected to decrease compared to the current rates paid on those products. Subsequent to December 31, 2020, cumulative time deposit maturities are as follows: within three months --$357 million; within six months -- $638 million; and within twelve months -- $1.1 billion. At December 31, 2020, the weighted average interest rates on these various cumulative maturities were 1.16%, 1.05% and 0.96%, respectively.
The current level and shape of the interest rate yield curve poses challenges for interest rate risk management. Prior to its increase of 0.25% on December 16, 2015, the FRB had last changed interest rates on December 16, 2008. This was the first rate increase since September 29, 2006. The FRB also implemented rate change increases of 0.25% on eight additional occasions beginning December 14, 2016 and through December 31, 2018, with the Federal Funds rate reaching as high as 2.50%. After December 2018, the FRB paused its rate increases and, in July, September and October 2019, implemented rate decreases of 0.25% on each of those occasions. At December 31, 2019, the Federal Funds rate stood at 1.75%. In response to the COVID-19 pandemic, the FRB decreased interest rates on two occasions in March 2020, a 0.50% decrease on March 3rd and a 1.00% decrease on March 16th. At December 31, 2020, the Federal Funds rate stood at 0.25%. A substantial portion of Great Southern’s loan portfolio ($2.00 billion at December 31, 2020) is tied to the one-month or three-month LIBOR index and will be subject to adjustment at least once within 90 days after December 31, 2020. Of these loans, $1.99 billion had interest rate floors. Great Southern also has a portfolio of loans ($261 million at December 31, 2020) tied to a "prime rate" of interest and will adjust immediately with changes to the “prime rate” of interest. During 2020, we experienced some compression of our net interest margin due to 2.25% of Federal Fund rate cuts over that time period. Margin compression primarily resulted from generally slower changing average interest rates on deposits and borrowings and lower yields on loans and other interest-earning assets. LIBOR interest rates decreased further in April and May of 2020, putting pressure on loan yields during most of 2020, and strong pricing competition for loans and deposits remains in most of our markets.
Interest rate risk exposure estimates (the sensitivity gap) are not exact measures of an institution’s actual interest rate risk. They are only indicators of interest rate risk exposure produced in a simplified modeling environment designed to allow management to gauge the Bank’s sensitivity to changes in interest rates. They do not necessarily indicate the impact of general interest rate movements on the Bank’s net interest income because the repricing of certain categories of assets and liabilities is subject to competitive and other factors beyond the Bank’s control. As a result, certain assets and liabilities indicated as maturing or otherwise repricing within a stated period may in fact mature or reprice at different times and in different amounts and cause a change, which potentially could be material, in the Bank’s interest rate risk.
In order to minimize the potential for adverse effects of material and prolonged increases and decreases in interest rates on Great Southern’s results of operations, Great Southern has adopted asset and liability management policies to better match the maturities and repricing terms of Great Southern’s interest-earning assets and interest-bearing liabilities. Management recommends and the Board of Directors sets the asset and liability policies of Great Southern which are implemented by the Asset and Liability Committee. The Asset and Liability Committee is chaired by the Chief Financial Officer and is comprised of members of Great Southern’s senior
105
management. The purpose of the Asset and Liability Committee is to communicate, coordinate and control asset/liability management consistent with Great Southern’s business plan and board-approved policies. The Asset and Liability Committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals. The Asset and Liability Committee meets on a monthly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital positions and anticipated changes in the volume and mix of assets and liabilities. At each meeting, the Asset and Liability Committee recommends appropriate strategy changes based on this review. The Chief Financial Officer or his designee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the Board of Directors at their monthly meetings.
In order to manage its assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, Great Southern has focused its strategies on originating adjustable rate loans or loans with fixed rates that mature in less than five years, and managing its deposits and borrowings to establish stable relationships with both retail customers and wholesale funding sources.
At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, we may determine to increase our interest rate risk position somewhat in order to maintain or increase our net interest margin.
The Asset and Liability Committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity, which is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity that are authorized by the Board of Directors of Great Southern.
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. In 2011, the Company began executing 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. Because 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. These interest rate derivatives result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. 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 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 contractual 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 reset monthly and net settlements of interest due to/from the counterparty also occurred monthly. Due to lower market interest rates, 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. The effective portion of the gain or loss on the derivative was 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.
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 $45.9 million from its swap counterparty as a result of this termination.
The Company’s interest rate derivatives and hedging activities are discussed further in Note 16 of the accompanying audited financial statements, which are included in Item 8 of this Report.
The following tables illustrate the expected maturities and repricing, respectively, of the Bank's financial instruments at December 31, 2020. These schedules do not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. The tables are based on information prepared in accordance with generally accepted accounting principles.
106
Maturities
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December 31, |
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December 31, |
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2020 |
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2021 |
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2022 |
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2023 |
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2024 |
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2025 |
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Thereafter |
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Total |
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Fair Value |
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(Dollars In Thousands) |
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Financial Assets: |
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Interest bearing deposits |
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$ |
471,326 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
471,326 |
|
$ |
471,326 |
|
Weighted average rate |
|
|
0.25 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.25 |
% |
|
|
|
Available-for-sale debt securities(1) |
|
$ |
7,617 |
|
$ |
776 |
|
$ |
13,303 |
|
$ |
4,331 |
|
$ |
7,530 |
|
$ |
381,376 |
|
$ |
414,933 |
|
$ |
414,933 |
|
Weighted average rate |
|
|
5.14 |
% |
|
5.38 |
% |
|
3.16 |
% |
|
2.24 |
% |
|
2.74 |
% |
|
2.92 |
% |
|
2.98 |
% |
|
|
|
Adjustable rate loans |
|
$ |
740,267 |
|
$ |
578,284 |
|
$ |
380,420 |
|
$ |
169,349 |
|
$ |
142,650 |
|
$ |
677,774 |
|
$ |
2,688,744 |
|
$ |
2,683,999 |
|
Weighted average rate |
|
|
3.64 |
% |
|
3.52 |
% |
|
3.73 |
% |
|
3.83 |
% |
|
3.32 |
% |
|
3.26 |
% |
|
3.53 |
% |
|
|
|
Fixed rate loans |
|
$ |
421,704 |
|
$ |
314,222 |
|
$ |
250,818 |
|
$ |
150,372 |
|
$ |
295,582 |
|
$ |
262,074 |
|
$ |
1,694,772 |
|
$ |
1,706,622 |
|
Weighted average rate |
|
|
4.38 |
% |
|
3.90 |
% |
|
4.89 |
% |
|
5.09 |
% |
|
4.57 |
% |
|
4.90 |
% |
|
4.54 |
% |
|
|
|
Federal Home Loan Bank stock and other interest earning assets |
|
$ |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
9,806 |
|
$ |
9,806 |
|
$ |
9,806 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.88 |
% |
|
1.88 |
% |
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|
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|
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|
|
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Total financial assets |
|
$ |
1,640,914 |
|
$ |
893,282 |
|
$ |
644,541 |
|
$ |
324,052 |
|
$ |
445,762 |
|
$ |
1,331,030 |
|
$ |
5,279,581 |
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Financial Liabilities: |
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|
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|
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|
|
|
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|
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Time deposits |
|
$ |
1,087,279 |
|
$ |
189,664 |
|
$ |
73,346 |
|
$ |
25,847 |
|
$ |
13,743 |
|
$ |
913 |
|
$ |
1,390,792 |
|
$ |
1,397,475 |
|
Weighted average rate |
|
|
0.96 |
% |
|
1.15 |
% |
|
1.03 |
% |
|
1.36 |
% |
|
0.98 |
% |
|
1.83 |
% |
|
1.00 |
% |
|
|
|
Interest-bearing demand |
|
$ |
2,141,313 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
2,141,313 |
|
$ |
2,141,313 |
|
Weighted average rate |
|
|
0.22 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.22 |
% |
|
|
|
Non-interest-bearing demand |
|
$ |
984,798 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
984,798 |
|
$ |
984,798 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Short-term borrowings |
|
$ |
165,692 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
165,692 |
|
$ |
165,692 |
|
Weighted average rate |
|
|
0.02 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.02 |
% |
|
|
|
Subordinated notes |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
150,000 |
|
$ |
150,000 |
|
$ |
157,032 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5.84 |
% |
|
5.84 |
% |
|
|
|
Subordinated debentures |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
25,774 |
|
$ |
25,774 |
|
$ |
25,774 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.81 |
% |
|
1.81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities |
|
$ |
4,379,082 |
|
$ |
189,664 |
|
$ |
73,346 |
|
$ |
25,847 |
|
$ |
13,743 |
|
$ |
176,687 |
|
$ |
4,858,369 |
|
|
|
| (1) | Available-for-sale debt securities include approximately $346.6 million of mortgage-backed securities and collateralized mortgage obligations which pay interest and principal monthly to the Company. Of this total, $19.9 million represents securities that have variable rates of interest after a fixed interest period. These securities will experience rate changes at varying times over the next ten years. This table does not show the effect of these monthly repayments of principal or rate changes. |
107
Repricing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
December 31, |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
|
Thereafter |
|
Total |
|
Fair Value |
||||||||
|
|
|
(Dollars In Thousands) |
||||||||||||||||||||||
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits |
|
$ |
471,326 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
471,326 |
|
$ |
471,326 |
|
Weighted average rate |
|
|
0.25 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.25 |
% |
|
|
|
Available-for-sale debt securities(1) |
|
$ |
7,617 |
|
$ |
776 |
|
$ |
13,303 |
|
$ |
4,331 |
|
$ |
7,530 |
|
$ |
381,376 |
|
$ |
414,933 |
|
$ |
414,933 |
|
Weighted average rate |
|
|
5.14 |
% |
|
5.38 |
% |
|
3.16 |
% |
|
2.24 |
% |
|
2.74 |
% |
|
2.92 |
% |
|
2.98 |
% |
|
|
|
Adjustable rate loans |
|
$ |
2,287,220 |
|
$ |
22,245 |
|
$ |
18,577 |
|
$ |
22,684 |
|
$ |
50,747 |
|
$ |
287,271 |
|
$ |
2,688,744 |
|
$ |
2,683,999 |
|
Weighted average rate |
|
|
3.51 |
% |
|
3.98 |
% |
|
4.26 |
% |
|
4.41 |
% |
|
3.53 |
% |
|
3.47 |
% |
|
3.53 |
% |
|
|
|
Fixed rate loans |
|
$ |
421,704 |
|
$ |
314,222 |
|
$ |
250,818 |
|
$ |
150,372 |
|
$ |
295,582 |
|
$ |
262,074 |
|
$ |
1,694,772 |
|
$ |
1,706,622 |
|
Weighted average rate |
|
|
4.38 |
% |
|
3.90 |
% |
|
4.89 |
% |
|
5.09 |
% |
|
4.57 |
% |
|
4.90 |
% |
|
4.54 |
% |
|
|
|
Federal Home Loan Bank stock and other interest earning assets |
|
$ |
9,806 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
9,806 |
|
$ |
9,806 |
|
Weighted average rate |
|
|
1.88 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets |
|
$ |
3,197,673 |
|
$ |
337,243 |
|
$ |
282,698 |
|
$ |
177,387 |
|
$ |
353,859 |
|
$ |
930,721 |
|
$ |
5,279,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
$ |
1,154,678 |
|
$ |
175,913 |
|
$ |
30,898 |
|
$ |
14,647 |
|
$ |
13,743 |
|
$ |
913 |
|
$ |
1,390,792 |
|
$ |
1,397,475 |
|
Weighted average rate |
|
|
0.94 |
% |
|
1.16 |
% |
|
1.70 |
% |
|
2.14 |
% |
|
0.98 |
% |
|
1.83 |
% |
|
1.00 |
% |
|
|
|
Interest-bearing demand |
|
$ |
2,141,313 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
2,141,313 |
|
$ |
2,141,313 |
|
Weighted average rate |
|
|
0.22 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.22 |
% |
|
|
|
Non-interest-bearing demand(2) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
984,798 |
|
$ |
984,798 |
|
$ |
984,798 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Short-term borrowings |
|
$ |
165,692 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
165,692 |
|
$ |
165,692 |
|
Weighted average rate |
|
|
0.02 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.02 |
% |
|
|
|
Subordinated notes |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
150,000 |
|
$ |
150,000 |
|
$ |
157,032 |
|
Weighted average rate |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5.84 |
% |
|
5.84 |
% |
|
|
|
Subordinated debentures |
|
$ |
25,774 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
25,774 |
|
$ |
25,774 |
|
Weighted average rate |
|
|
1.81 |
% |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities |
|
$ |
3,487,457 |
|
$ |
175,913 |
|
$ |
30,898 |
|
$ |
14,647 |
|
$ |
13,743 |
|
$ |
1,135,711 |
|
$ |
4,858,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periodic repricing GAP |
|
$ |
(272,833) |
|
$ |
161,330 |
|
$ |
234,849 |
|
$ |
162,740 |
|
$ |
340,116 |
|
$ |
(204,990) |
|
$ |
421,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative repricing GAP |
|
$ |
(272,833) |
|
$ |
(111,503) |
|
$ |
123,346 |
|
$ |
286,086 |
|
$ |
626,202 |
|
$ |
421,212 |
|
|
|
|
|
|
| (1) | Available-for-sale debt securities include approximately $346.6 million of mortgage-backed securities which pay interest and principal monthly to the Company. Of this total, $19.9 million represents securities that have variable rates of interest after a fixed interest period. These securities will experience rate changes at varying times over the next ten years. This table does not show the effect of these monthly repayments of principal or rate changes. |
| (2) | Non-interest-bearing demand deposits are included in this table in the column labeled "Thereafter" since there is no interest rate related to these liabilities and therefore there is nothing to reprice. |
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
108
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Great Southern Bancorp, Inc.
Springfield, Missouri
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Great Southern Bancorp, Inc. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 5, 2021, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As more fully described in Note 1 and Note 3 to the Company’s consolidated financial statements, the allowance for loan losses represents estimated incurred losses on loans. The allowance for loan losses is based on three primary components: (1) estimates of incurred losses that may exist in various segments of performing loans based upon historical net loss experience; (2) specifically identified losses in individually analyzed credits; and (3) qualitative factors that address estimates of incurred losses not fully identified by historical net loss experience. Estimates of incurred losses are influenced by historical net losses experienced by the Company for loans of comparable creditworthiness and structure. Qualitative factors such as changes in economic conditions, concentrations of risk, and changes in portfolio risk resulting from regulatory changes are considered in the determining the adequacy
109
of the level of the allowance for loan losses. The Company discloses that this determination involves a high degree of judgement and complexity and is inherently subjective.
We identified the valuation of the allowance for loan losses as a critical audit matter. Auditing the allowance for loan losses involves a high degree of subjectivity in evaluating management’s estimates, such as evaluating management’s assessment of economic conditions and other qualitative or environmental factors, evaluating the adequacy of specifically identified losses on impaired loans and assessing the appropriateness of loan credit ratings.
The primary procedures we performed to address this critical audit matter included:
| ● | Testing the design and operating effectiveness of controls, including those related to technology, over the allowance for loan losses including data completeness and accuracy, classifications of loans by loan segment, verification of historical net loss data and calculated net loss rates, the establishment of qualitative adjustments, credit ratings and risk classification of loans and establishment of specific reserves on impaired loans and management’s review and disclosure controls over the allowance for credit losses; |
| ● | Testing of completeness and accuracy of the information utilized in the allowance for loan losses; |
| ● | Testing the mathematical accuracy of the calculation of the allowance for loan losses; |
| ● | Evaluating the qualitative adjustments, including assessing the basis for the adjustments and the reasonableness of the significant assumptions; |
| ● | Testing the loan review function and evaluating the accuracy of loan credit ratings: |
| ● | Evaluating the reasonableness of specific allowances on impaired loans; |
| ● | Evaluating the overall reasonableness of assumptions used by management considering the past performance of the Company and evaluating trends identified within peer groups; |
| ● | Evaluating the disclosures in the consolidated financial statements. |
/s/BKD, LLP
We have served as the Company’s auditor since 1975.
Springfield, Missouri
March 5, 2021
110
Great Southern Bancorp, Inc.
Consolidated Statements of Financial Condition
December 31, 2020 and 2019
(In Thousands, Except Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
Assets |
|
|
|
|
|
|
|
Cash |
|
$ |
92,403 |
|
$ |
99,299 |
|
Interest-bearing deposits in other financial institutions |
|
|
471,326 |
|
|
120,856 |
|
Cash and cash equivalents |
|
|
563,729 |
|
|
220,155 |
|
Available-for-sale securities |
|
|
414,933 |
|
|
374,175 |
|
Mortgage loans held for sale |
|
|
17,780 |
|
|
9,242 |
|
Loans receivable, net of allowance for loan losses of $55,743 and $40,294 at December 31, 2020 and 2019, respectively |
|
|
4,296,804 |
|
|
4,153,982 |
|
Interest receivable |
|
|
12,793 |
|
|
13,530 |
|
Prepaid expenses and other assets |
|
|
58,889 |
|
|
74,984 |
|
Other real estate owned and repossessions, net |
|
|
1,877 |
|
|
5,525 |
|
Premises and equipment, net |
|
|
139,170 |
|
|
141,908 |
|
Goodwill and other intangible assets |
|
|
6,944 |
|
|
8,098 |
|
Federal Home Loan Bank stock and other interest earning assets |
|
|
9,806 |
|
|
13,473 |
|
Current and deferred income taxes |
|
|
3,695 |
|
|
— |
|
Total assets |
|
$ |
5,526,420 |
|
$ |
5,015,072 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Deposits |
|
$ |
4,516,903 |
|
$ |
3,960,106 |
|
Securities sold under reverse repurchase agreements with customers |
|
|
164,174 |
|
|
84,167 |
|
Short-term borrowings and other interest-bearing liabilities |
|
|
1,518 |
|
|
228,157 |
|
Subordinated debentures issued to capital trust |
|
|
25,774 |
|
|
25,774 |
|
Subordinated notes |
|
|
148,397 |
|
|
74,276 |
|
Accrued interest payable |
|
|
2,594 |
|
|
4,250 |
|
Advances from borrowers for taxes and insurance |
|
|
7,536 |
|
|
7,484 |
|
Accrued expenses and other liabilities |
|
|
29,783 |
|
|
24,904 |
|
Current and deferred income taxes |
|
|
— |
|
|
2,888 |
|
Total liabilities |
|
|
4,896,679 |
|
|
4,412,006 |
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
|
|
Capital stock |
|
|
|
|
|
|
|
Serial preferred stock, $.01 par value; authorized 1,000,000 shares; issued and outstanding 2020 and 2019 – - 0 - shares |
|
|
— |
|
|
— |
|
Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding 2020 –13,752,605 shares, 2019 –14,261,052 shares |
|
|
138 |
|
|
143 |
|
Additional paid-in capital |
|
|
35,004 |
|
|
33,510 |
|
Retained earnings |
|
|
541,448 |
|
|
537,167 |
|
Accumulated other comprehensive income, net of income taxes of $15,699 and $9,525 at December 31, 2020 and 2019, respectively |
|
|
53,151 |
|
|
32,246 |
|
Total stockholders’ equity |
|
|
629,741 |
|
|
603,066 |
|
Total liabilities and stockholders’ equity |
|
$ |
5,526,420 |
|
$ |
5,015,072 |
111
Great Southern Bancorp, Inc.
Consolidated Statements of Income
Years Ended December 31, 2020, 2019 and 2018
(In Thousands, Except Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
Interest Income |
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
204,964 |
|
$ |
223,047 |
|
$ |
198,226 |
|
Investment securities and other |
|
|
12,739 |
|
|
11,947 |
|
|
7,723 |
|
|
|
|
217,703 |
|
|
234,994 |
|
|
205,949 |
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
32,431 |
|
|
45,570 |
|
|
27,957 |
|
Federal Home Loan Bank advances |
|
|
— |
|
|
— |
|
|
3,985 |
|
Short-term borrowings and repurchase agreements |
|
|
675 |
|
|
3,635 |
|
|
765 |
|
Subordinated debentures issued to capital trust |
|
|
628 |
|
|
1,019 |
|
|
953 |
|
Subordinated notes |
|
|
6,831 |
|
|
4,378 |
|
|
4,097 |
|
|
|
|
40,565 |
|
|
54,602 |
|
|
37,757 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
|
177,138 |
|
|
180,392 |
|
|
168,192 |
|
Provision for Loan Losses |
|
|
15,871 |
|
|
6,150 |
|
|
7,150 |
|
Net Interest Income After Provision for Loan Losses |
|
|
161,267 |
|
|
174,242 |
|
|
161,042 |
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Income |
|
|
|
|
|
|
|
|
|
|
Commissions |
|
|
892 |
|
|
889 |
|
|
1,137 |
|
Service charges, debit card and ATM fees |
|
|
18,684 |
|
|
20,898 |
|
|
21,695 |
|
Net gains on loan sales |
|
|
8,089 |
|
|
2,607 |
|
|
1,788 |
|
Net realized gains (losses) on sales of available-for-sale securities |
|
|
78 |
|
|
(62) |
|
|
2 |
|
Late charges and fees on loans |
|
|
1,419 |
|
|
1,432 |
|
|
1,622 |
|
Gain (loss) on derivative interest rate products |
|
|
(264) |
|
|
(104) |
|
|
25 |
|
Gain on sale of business units |
|
|
— |
|
|
— |
|
|
7,414 |
|
Other income |
|
|
6,152 |
|
|
5,297 |
|
|
2,535 |
|
|
|
|
35,050 |
|
|
30,957 |
|
|
36,218 |
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest Expense |
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
70,810 |
|
|
63,224 |
|
|
60,215 |
|
Net occupancy and equipment expense |
|
|
27,582 |
|
|
26,217 |
|
|
25,628 |
|
Postage |
|
|
3,069 |
|
|
3,198 |
|
|
3,348 |
|
Insurance |
|
|
2,405 |
|
|
2,015 |
|
|
2,674 |
|
Advertising |
|
|
2,631 |
|
|
2,808 |
|
|
2,460 |
|
Office supplies and printing |
|
|
1,016 |
|
|
1,077 |
|
|
1,047 |
|
Telephone |
|
|
3,794 |
|
|
3,580 |
|
|
3,272 |
|
Legal, audit and other professional fees |
|
|
2,378 |
|
|
2,624 |
|
|
3,423 |
|
Expense on other real estate and repossessions |
|
|
2,023 |
|
|
2,184 |
|
|
4,919 |
|
Partnership tax credit investment amortization |
|
|
80 |
|
|
365 |
|
|
575 |
|
Acquired deposit intangible asset amortization |
|
|
1,154 |
|
|
1,190 |
|
|
1,562 |
|
Other operating expenses |
|
|
6,283 |
|
|
6,656 |
|
|
6,187 |
|
|
|
|
123,225 |
|
|
115,138 |
|
|
115,310 |
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes |
|
|
73,092 |
|
|
90,061 |
|
|
81,950 |
|
Provision for Income Taxes |
|
|
13,779 |
|
|
16,449 |
|
|
14,841 |
|
Net Income and Net Income Available to Common Shareholders |
|
$ |
59,313 |
|
$ |
73,612 |
|
$ |
67,109 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Common Share |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
4.22 |
|
$ |
5.18 |
|
$ |
4.75 |
|
Diluted |
|
$ |
4.21 |
|
$ |
5.14 |
|
$ |
4.71 |
112
Great Southern Bancorp, Inc.
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2020, 2019 and 2018
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
Net Income |
|
$ |
59,313 |
|
$ |
73,612 |
|
$ |
67,109 |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes (credit) of $4,215, $2,574 and $(353) for 2020, 2019 and 2018, respectively |
|
|
14,274 |
|
|
8,714 |
|
|
(1,229) |
|
|
|
|
|
|
|
|
|
|
|
|
Less: reclassification adjustment for losses (gains) included in net income, net of taxes (credit) of $18, $(14) and $0 for 2020, 2019 and 2018, respectively |
|
|
(60) |
|
|
48 |
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of realized gain on termination of cash flow hedge, net of taxes (credit) of $(1,541), $0 and $0, for 2020, 2019, and 2018, respectively |
|
|
(5,223) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of cash flow hedge, net of taxes of $3,519, $4,093 and $2,761 for 2020, 2019 and 2018, respectively |
|
|
11,914 |
|
|
13,857 |
|
|
9,345 |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
20,905 |
|
|
22,619 |
|
|
8,114 |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income |
|
$ |
80,218 |
|
$ |
96,231 |
|
$ |
75,223 |
|
|
|
|
|
|
|
|
|
|
|
113
Great Southern Bancorp, Inc.
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2020, 2019 and 2018
(In Thousands, Except Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
|
|
|
||
|
|
|
Common |
|
Paid-in |
|
Retained |
|
Comprehensive |
|
Treasury |
|
|
|
|||||
|
|
|
Stock |
|
Capital |
|
Earnings |
|
Income (Loss) |
|
Stock |
|
Total |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2018 |
|
$ |
141 |
|
$ |
28,203 |
|
$ |
442,077 |
|
$ |
1,241 |
|
$ |
— |
|
$ |
471,662 |
|
Net income |
|
|
— |
|
|
— |
|
|
67,109 |
|
|
— |
|
|
— |
|
|
67,109 |
|
Stock issued under Stock Option Plan |
|
|
— |
|
|
1,918 |
|
|
— |
|
|
— |
|
|
1,043 |
|
|
2,961 |
|
Common dividends declared [1] |
|
|
— |
|
|
— |
|
|
(16,966) |
|
|
— |
|
|
— |
|
|
(16,966) |
|
Purchase of the Company’s common stock |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(903) |
|
|
(903) |
|
Reclassification of stranded tax effects resulting from change in Federal income tax rate |
|
|
— |
|
|
— |
|
|
(272) |
|
|
272 |
|
|
— |
|
|
— |
|
Other comprehensive gain |
|
|
— |
|
|
— |
|
|
— |
|
|
8,114 |
|
|
— |
|
|
8,114 |
|
Reclassification of treasury stock per Maryland law |
|
|
1 |
|
|
— |
|
|
139 |
|
|
— |
|
|
(140) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018 |
|
|
142 |
|
|
30,121 |
|
|
492,087 |
|
|
9,627 |
|
|
— |
|
|
531,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
73,612 |
|
|
— |
|
|
— |
|
|
73,612 |
|
Stock issued under Stock Option Plan |
|
|
— |
|
|
3,389 |
|
|
— |
|
|
— |
|
|
1,691 |
|
|
5,080 |
|
Common dividends declared [2] |
|
|
— |
|
|
— |
|
|
(29,373) |
|
|
— |
|
|
— |
|
|
(29,373) |
|
Purchase of the Company’s common stock |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(849) |
|
|
(849) |
|
Other comprehensive gain |
|
|
— |
|
|
— |
|
|
— |
|
|
22,619 |
|
|
— |
|
|
22,619 |
|
Reclassification of treasury stock per Maryland law |
|
|
1 |
|
|
— |
|
|
841 |
|
|
— |
|
|
(842) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
|
|
143 |
|
|
33,510 |
|
|
537,167 |
|
|
32,246 |
|
|
— |
|
|
603,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
59,313 |
|
|
— |
|
|
— |
|
|
59,313 |
|
Stock issued under Stock Option Plan |
|
|
— |
|
|
1,494 |
|
|
— |
|
|
— |
|
|
320 |
|
|
1,814 |
|
Common dividends declared [3] |
|
|
— |
|
|
— |
|
|
(33,253) |
|
|
— |
|
|
— |
|
|
(33,253) |
|
Purchase of the Company’s common stock |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,104) |
|
|
(22,104) |
|
Other comprehensive gain |
|
|
— |
|
|
— |
|
|
— |
|
|
20,905 |
|
|
— |
|
|
20,905 |
|
Reclassification of treasury stock per Maryland law |
|
|
(5) |
|
|
— |
|
|
(21,779) |
|
|
— |
|
|
21,784 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
$ |
138 |
|
$ |
35,004 |
|
$ |
541,448 |
|
$ |
53,151 |
|
$ |
— |
|
$ |
629,741 |
[1] $1.20 per share dividend.
[2] $2.07 per share dividend.
[3] $2.36 per share dividend.
114
Great Southern Bancorp, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2020, 2019 and 2018
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
59,313 |
|
$ |
73,612 |
|
$ |
67,109 |
|
Proceeds from sales of loans held for sale |
|
|
317,173 |
|
|
131,014 |
|
|
92,422 |
|
Originations of loans held for sale |
|
|
(316,125) |
|
|
(135,937) |
|
|
(83,806) |
|
Items not requiring (providing) cash |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
10,007 |
|
|
9,557 |
|
|
9,118 |
|
Amortization |
|
|
2,075 |
|
|
2,068 |
|
|
2,291 |
|
Compensation expense for stock option grants |
|
|
1,153 |
|
|
922 |
|
|
737 |
|
Provision for loan losses |
|
|
15,871 |
|
|
6,150 |
|
|
7,150 |
|
Net gains on loan sales |
|
|
(8,089) |
|
|
(2,607) |
|
|
(1,788) |
|
Net realized (gains) losses on available-for-sale securities |
|
|
(78) |
|
|
62 |
|
|
(2) |
|
Loss (gain) on sale of premises and equipment |
|
|
(37) |
|
|
77 |
|
|
193 |
|
Loss on sale/write-down of other real estate and repossessions |
|
|
840 |
|
|
316 |
|
|
1,886 |
|
Gain on sale of business units |
|
|
— |
|
|
— |
|
|
(7,414) |
|
Accretion of deferred income, premiums, discounts and other |
|
|
(6,147) |
|
|
(3,899) |
|
|
(2,918) |
|
Loss (gain) on derivative interest rate products |
|
|
264 |
|
|
104 |
|
|
(25) |
|
Deferred income taxes |
|
|
(11,480) |
|
|
1,074 |
|
|
(4,450) |
|
Changes in |
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
|
362 |
|
|
(82) |
|
|
(1,110) |
|
Prepaid expenses and other assets |
|
|
(17,163) |
|
|
(1,336) |
|
|
3,002 |
|
Accrued expenses and other liabilities |
|
|
(612) |
|
|
2,725 |
|
|
280 |
|
Income taxes refundable/payable |
|
|
(1,279) |
|
|
2,599 |
|
|
11,520 |
|
Net cash provided by operating activities |
|
|
46,048 |
|
|
86,419 |
|
|
94,195 |
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Net change in loans |
|
|
(62,493) |
|
|
(81,320) |
|
|
(147,945) |
|
Purchase of loans |
|
|
(92,099) |
|
|
(97,162) |
|
|
(128,038) |
|
Cash paid for sale of business units |
|
|
— |
|
|
— |
|
|
(50,356) |
|
Cash received for termination of interest rate derivative |
|
|
45,864 |
|
|
— |
|
|
— |
|
Purchase of premises and equipment |
|
|
(8,224) |
|
|
(11,789) |
|
|
(9,317) |
|
Proceeds from sale of premises and equipment |
|
|
781 |
|
|
204 |
|
|
2,328 |
|
Proceeds from sale of other real estate and repossessions |
|
|
4,096 |
|
|
15,244 |
|
|
20,426 |
|
Capitalized costs on other real estate owned |
|
|
(126) |
|
|
(121) |
|
|
(153) |
|
Proceeds from maturities, calls and repayments of held-to-maturity securities |
|
|
— |
|
|
— |
|
|
130 |
|
Proceeds from sale of available-for-sale securities |
|
|
19,236 |
|
|
53,695 |
|
|
502 |
|
Proceeds from maturities, calls and repayments of available-for-sale securities |
|
|
76,248 |
|
|
34,769 |
|
|
25,734 |
|
Purchase of available-for-sale securities |
|
|
(118,296) |
|
|
(207,634) |
|
|
(93,378) |
|
Redemption (purchase) of Federal Home Loan Bank stock and other interest-earning assets |
|
|
3,667 |
|
|
(1,035) |
|
|
(1,256) |
|
Net cash used in investing activities |
|
|
(131,346) |
|
|
(295,149) |
|
|
(381,323) |
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in certificates of deposit |
|
|
(330,306) |
|
|
129,748 |
|
|
242,955 |
|
Net increase (decrease) in checking and savings accounts |
|
|
887,114 |
|
|
105,400 |
|
|
(53,956) |
|
Proceeds from Federal Home Loan Bank advances |
|
|
— |
|
|
— |
|
|
2,621,500 |
|
Repayments of Federal Home Loan Bank advances |
|
|
— |
|
|
— |
|
|
(2,749,000) |
|
Net increase (decrease) in short‑term borrowings and other interest-bearing liabilities |
|
|
(146,632) |
|
|
14,346 |
|
|
200,843 |
|
Advances from (to) borrowers for taxes and insurance |
|
|
52 |
|
|
2,392 |
|
|
(227) |
|
Proceeds from issuance of subordinated notes |
|
|
73,513 |
|
|
— |
|
|
— |
|
Purchase of the company’s common stock |
|
|
(22,104) |
|
|
(849) |
|
|
(903) |
|
Dividends paid |
|
|
(33,426) |
|
|
(29,052) |
|
|
(15,819) |
|
Stock options exercised |
|
|
661 |
|
|
4,158 |
|
|
2,224 |
|
Net cash provided by financing activities |
|
|
428,872 |
|
|
226,143 |
|
|
247,617 |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash and Cash Equivalents |
|
|
343,574 |
|
|
17,413 |
|
|
(39,511) |
|
Cash and Cash Equivalents, Beginning of Year |
|
|
220,155 |
|
|
202,742 |
|
|
242,253 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
563,729 |
|
$ |
220,155 |
|
$ |
202,742 |
115
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations and Operating Segments
Great Southern Bancorp, Inc. (“GSBC” or the “Company”) operates as a one-bank holding company. GSBC’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, Ga., Chicago, Ill., Dallas, Texas, Denver, Colo., Omaha, Neb. and Tulsa, Okla. 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.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of loans acquired with indication of impairment and other-than-temporary impairments (OTTI) and fair values of financial instruments. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties. In addition, the Company considers that the determination of the carrying value of goodwill and intangible assets involves a high degree of judgment and complexity.
Principles of Consolidation
The consolidated financial statements include the accounts of Great Southern Bancorp, Inc., its wholly owned subsidiary, the Bank, and the Bank’s wholly owned subsidiaries, Great Southern Real Estate Development Corporation, GSB One LLC (including its wholly owned subsidiary, GSB Two LLC), Great Southern Financial Corporation, Great Southern Community Development Company, LLC (including its wholly owned subsidiary, Great Southern CDE, LLC), GS, LLC, GSSC, LLC, GSTC Investments, LLC, GS-RE Holding, LLC (including its wholly owned subsidiary, GS RE Management, LLC), GS-RE Holding II, LLC, GS-RE Holding III, LLC, VFP Conclusion Holding, LLC and VFP Conclusion Holding II, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Federal Home Loan Bank Stock
Federal Home Loan Bank common stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in common stock is based on a predetermined formula, carried at cost and evaluated for impairment.
Securities
Available-for-sale securities, 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. Unrealized gains and losses are recorded, net of related income tax effects, in other comprehensive income.
Held-to-maturity securities, which include any security for which the Company has the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.
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Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method.
For debt securities with fair value below carrying value when the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment (“OTTI”) of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an OTTI recorded in other comprehensive income for the noncredit portion of a previous OTTI is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.
The Company’s consolidated statements of income reflect the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security based on cash flow projections.
For equity securities, if any, when the Company has decided to sell an impaired available-for-sale security and the Company does not expect the fair value of the security to fully recover before the expected time of sale, the security is deemed OTTI in the period in which the decision to sell is made. The Company recognizes an impairment loss when the impairment is deemed other-than-temporary even if a decision to sell has not been made.
Mortgage Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value in the aggregate. Write-downs to fair value are recognized as a charge to earnings at the time the decline in value occurs. Nonbinding forward commitments to sell individual mortgage loans are generally obtained to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Fees received from borrowers to guarantee the funding of mortgage loans held for sale and fees paid to investors to ensure the ultimate sale of such mortgage loans are recognized as income or expense when the loans are sold or when it becomes evident that the commitment will not be used.
Loans Originated by the Company
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Past due status is based on the contractual terms of a loan. Generally, 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.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
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The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For loans classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for certain loan segments after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
A loan is considered impaired when, based on current information and events, it is probable that not all of the principal and interest due under the loan agreement will be collected in accordance with contractual terms. For non-homogeneous loans, such as commercial loans, management determines which loans are reviewed for impairment based on information obtained by account officers, weekly past due meetings, various analyses including annual reviews of large loan relationships, calculations of loan debt coverage ratios as financial information is obtained and periodic reviews of all loans over $1.0 million. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and reasons for the delay, the borrower’s prior payment record and the amount of any collateral shortfall in relation to the principal and interest owed.
Large groups of smaller balance homogenous loans, such as consumer and residential loans, are collectively evaluated for impairment. In accordance with regulatory guidelines, impairment in the consumer and mortgage loan portfolio is primarily identified based on past-due status. Consumer and mortgage loans which are over 90 days past due or specifically identified as troubled debt restructurings will generally be individually evaluated for impairment.
Impairment is measured on a loan-by-loan basis for both homogeneous and non-homogeneous loans by either the present value of expected future cash flows or the fair value of the collateral if the loan is collateral dependent. Payments made on impaired loans are treated in accordance with the accrual status of the loan. If loans are performing in accordance with their contractual terms but the ultimate collectability of principal and interest is questionable, payments are applied to principal only.
Loans Acquired in Business Combinations
Loans acquired in business combinations under ASC Topic 805, Business Combinations, require the use of the acquisition method of accounting. Therefore, such loans are initially recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, Fair Value Measurements and Disclosures. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.
For acquired loans not acquired in conjunction with an FDIC-assisted transaction that are not considered to be purchased credit-impaired loans, the Company evaluates those loans acquired in accordance with the provisions of ASC Topic 310-20, Nonrefundable Fees and Other Costs. The fair value discount on these loans is accreted into interest income over the weighted average life of the loans using a constant yield method. These loans are not considered to be impaired loans. The Company evaluates purchased credit-impaired loans in accordance with the provisions of ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Loans acquired in business combinations with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase dates may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Acquired credit-impaired loans that are accounted for under the accounting guidance for loans acquired with deteriorated credit quality are initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans.
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The Company evaluates all of its loans acquired in conjunction with its FDIC-assisted transactions in accordance with the provisions of ASC Topic 310-30. For purposes of applying ASC 310-30, loans acquired in FDIC-assisted business combinations are aggregated into pools of loans with common risk characteristics. All loans acquired in the FDIC transactions, both covered and not covered by loss sharing agreements, were deemed to be purchased credit-impaired loans as there is general evidence of credit deterioration since origination in the pools and there is some probability that not all contractually required payments will be collected. As a result, related discounts are recognized subsequently through accretion based on changes in the expected cash flows of these acquired loans.
The expected cash flows of the acquired loan pools in excess of the fair values recorded is referred to as the accretable yield and is recognized in interest income over the remaining estimated lives of the loan pools for impaired loans accounted for under ASC Topic 310-30. Subsequent to acquisition date, the Company has estimated cash flows expected to be collected on pools of loans sharing common risk characteristics, which are treated in the aggregate when applying various valuation techniques. Increases in the Company’s cash flow expectations have been recognized as increases to the accretable yield while decreases have been recognized as impairments through the allowance for loan losses.
Other Real Estate Owned and Repossessions
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less estimated cost to sell at the date of foreclosure, establishing a new cost basis. 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. Revenue and expenses from operations and changes in the valuation allowance are included in net expense on foreclosed assets. Other real estate owned also includes bank premises formerly, but no longer, used for banking, as well as property originally acquired for future expansion but no longer intended to be used for that purpose.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line and accelerated methods over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized using the straight-line and accelerated methods over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter.
Material lease obligations consist of leases for various loan offices and banking centers, all of which are categorized as “operating leases.” Under current accounting guidance, lessees are required to recognize a lease liability and a right-of-use asset for these leases. This right-of-use asset is included in Premises and Equipment.
Long-Lived Asset Impairment
The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
No asset impairment was recognized during the years ended December 31, 2020, 2019 and 2018.
Goodwill and Intangible Assets
Goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company still may perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is necessary.
Intangible assets are being amortized on the straight-line basis generally over a period of seven years. Such assets are periodically evaluated as to the recoverability of their carrying value.
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A summary of goodwill and intangible assets is as follows:
Loan Servicing and Origination Fee Income
Loan servicing income represents fees earned for servicing real estate mortgage loans owned by various investors. The fees are generally calculated on the outstanding principal balances of the loans serviced and are recorded as income when earned. Loan origination fees, net of direct loan origination costs, are recognized as income using the level-yield method over the contractual life of the loan.
Stockholders’ Equity
The Company is incorporated in the State of Maryland. Under Maryland law, there is no concept of “Treasury Shares.” Instead, shares purchased by the Company constitute authorized but unissued shares under Maryland law. Accounting principles generally accepted in the United States of America state that accounting for treasury stock shall conform to state law. The cost of shares purchased by the Company has been allocated to common stock and retained earnings balances.
Earnings Per Common Share
Basic earnings per common share are computed based on the weighted average number of common shares outstanding during each year. Diluted earnings per common share are computed using the weighted average common shares and all potential dilutive common shares outstanding during the period.
Earnings per common share (EPS) were computed as follows:
Options outstanding at December 31, 2020, 2019 and 2018, to purchase 758,901, 201,400 and 424,833 shares of common stock, respectively, were not included in the computation of diluted earnings per common share for each of the years because the exercise
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prices of such options were greater than the average market prices of the common stock for the years ended December 31, 2020, 2019 and 2018, respectively.
Stock Compensation Plans
The Company has stock-based employee compensation plans, which are described more fully in Note 20. In accordance with FASB ASC 718, Compensation – Stock Compensation, compensation cost related to share-based payment transactions is recognized in the Company’s consolidated financial statements based on the grant-date fair value of the award using the modified prospective transition method. For the years ended December 31, 2020, 2019 and 2018, share-based compensation expense totaling $1.2 million, $922,000 and $737,000, respectively, was included in salaries and employee benefits expense in the consolidated statements of income.
Cash Equivalents
The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2020 and 2019, cash equivalents consisted of interest-bearing deposits in other financial institutions. At December 31, 2020, nearly all of the interest-bearing deposits were uninsured with nearly all of these balances held at the Federal Home Loan Bank or the Federal Reserve Bank.
Income Taxes
The Company accounts for income taxes in accordance with income tax accounting guidance (FASB ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. At December 31, 2020 and 2019, no valuation allowance was established.
The Company recognizes interest and penalties on income taxes as a component of income tax expense.
The Company files consolidated income tax returns with its subsidiaries.
Derivatives and Hedging Activities
FASB ASC 815, Derivatives and Hedging, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. For detailed disclosures on derivatives and hedging activities, see Note 16.
As required by FASB ASC 815, the Company records all derivatives in the statement of financial condition at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected
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to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
Restriction on Cash and Due From Banks
The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. During the COVID-19 pandemic, the Federal Reserve Bank has reduced all banks’ reserve requirements to $-0- until further notice. There was no reserve required at December 31, 2020, compared to $69.4 million at December 31, 2019.
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326). The Update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. This Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Update was set to be effective for the Company on January 1, 2020. During March 2020, pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and guidance from the Securities and Exchange Commission (the “SEC”) and the Financial Accounting Standards Board (the “FASB”), we elected to delay adoption of the new accounting standard related to accounting for credit losses (“CECL”). In December 2020, additional legislation was enacted that amended certain provisions of the CARES Act. One of the provisions that was affected by this new legislation allowed for the election to further delay the adoption of the CECL accounting standard to January 1, 2022. An adoption date of January 1, 2021, was also an acceptable option and we elected January 1, 2021 as our adoption date for the CECL standard. As a result, our 2020 financial statements are prepared under the existing incurred loss methodology standard for accounting for loan losses.
The adoption of the CECL model during the first quarter of 2021 requires us to recognize a one-time cumulative adjustment to our allowance for loan losses and a liability for potential losses related to the unfunded portion of our loans and commitments in order to fully transition from the incurred loss model to the CECL model. Upon initial adoption, we increased the balance of our allowance for credit losses by approximately $12 million and create a liability for potential losses related to the unfunded portion of our loans and commitments by approximately $8 million. The after-tax effect of these adjustments is expected to result in a decrease in our retained earnings of approximately $13 million. These estimates are subject to change as material assumptions are refined and model validations are completed as we finalize our first quarter 2021 financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350). To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test should be performed by comparing the fair value of a reporting unit with its carrying amount and an impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is necessary. The nature of and reason for the change in accounting principle should be disclosed upon transition. The amendments in this update are required for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The impact of adopting this new guidance during the quarter ended March 31, 2020 did not have a material impact on the Company’s consolidated financial statements. During 2020, the Company performed its annual review of goodwill and intangibles, including consideration of the circumstances brought about by the COVID-19 pandemic and its effect on the valuation of the Company and other bank holding companies. The Company concluded that no impairment of its goodwill and intangible assets had occurred in 2020.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 is effective for periods beginning after December 15, 2019. The impact of adopting this new guidance during the quarter ended March 31, 2020 did not have a material impact on the Company’s consolidated financial statements.
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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 could 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.
Note 2: Investments in Securities
The amortized cost and fair values of securities classified as available-for-sale were as follows:
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December 31, 2020 |
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Gross |
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Gross |
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Amortized |
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Unrealized |
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Unrealized |
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Fair |
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Cost |
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Gains |
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Losses |
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Value |
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(In Thousands) |
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Agency mortgage-backed securities |
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$ |
151,106 |
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$ |
19,665 |
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$ |
831 |
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$ |
169,940 |
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Agency collateralized mortgage obligations |
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168,472 |
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8,524 |
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|
375 |
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|
176,621 |
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States and political subdivisions securities |
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45,196 |
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2,135 |
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6 |
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47,325 |
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Small Business Administration securities |
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20,033 |
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1,014 |
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— |
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21,047 |
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$ |
384,807 |
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$ |
31,338 |
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$ |
1,212 |
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$ |
414,933 |
At December 31, 2020, the Company’s agency mortgage-backed securities portfolio consisted of FNMA securities totaling $156.6 million, FHLMC securities totaling $10.3 million and GNMA securities totaling $3.0 million. At December 31, 2020, agency collateralized mortgage obligations consisted of GNMA securities totaling $105.8 million, FNMA securities totaling $52.9 million, and FHLMC securities totaling $17.9 million. At December 31, 2020, all of the Company’s $169.9 million agency mortgage-backed securities had fixed rates of interest. At December 31, 2020, $156.8 million of the Company’s agency collateralized mortgage obligations had fixed rates of interest and $19.8 million had variable rates of interest.
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The amortized cost and fair value of available-for-sale securities at December 31, 2020, 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.
There were no securities classified as held to maturity at December 31, 2020 or December 31, 2019.
The amortized cost and fair values of securities pledged as collateral was as follows at December 31, 2020 and 2019:
Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2020 and 2019, was approximately $24.2 million and $116.2 million, respectively, which is approximately 5.8% and 31.1% of the Company’s available-for-sale and held-to-maturity investment portfolio, respectively.
Based on evaluation of available evidence, including recent changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary.
The following table shows the Company’s 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 December 31, 2020 and 2019:
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Other-than-Temporary Impairment
Upon acquisition of a security, the Company decides whether it is within the scope of the accounting guidance for beneficial interests in securitized financial assets or will be evaluated for impairment under the accounting guidance for investments in debt and equity securities.
The accounting guidance for beneficial interests in securitized financial assets provides incremental impairment guidance for a subset of the debt securities within the scope of the guidance for investments in debt and equity securities. For securities where the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial asset impairment model. For securities where the security is not a beneficial interest in securitized financial assets, the Company uses the debt and equity securities impairment model. The Company does not currently have securities within the scope of this guidance for beneficial interests in securitized financial assets.
The Company routinely conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. The Company considers the length of time a security has been in an unrealized loss position, the relative amount of the unrealized loss compared to the carrying value of the security, the type of security and other factors. If certain criteria are met, the Company performs additional review and evaluation using observable market values or various inputs in economic models to determine if an unrealized loss is other than temporary. The Company uses quoted market prices for marketable equity securities and uses broker pricing quotes based on observable inputs for equity investments that are not traded on a stock exchange. For non-agency collateralized mortgage obligations, to determine if the unrealized loss is other than temporary, the Company projects total estimated defaults of the underlying assets (mortgages) and multiplies that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the projected collateral loss. The Company also evaluates any current credit enhancement underlying these securities to determine the impact on cash flows. If the Company determines that a given security position will be subject to a write-down or loss, the Company records the expected credit loss as a charge to earnings.
During 2020, 2019 and 2018, no securities were determined to have impairment that had become other-than-temporary.
Credit Losses Recognized on Investments
During 2020, 2019 and 2018, there were no debt securities that experienced fair value deterioration due to credit losses, as well as due to other market factors, but are not otherwise other-than-temporarily impaired.
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Note 3: Loans and Allowance for Loan Losses
Classes of loans at December 31, 2020 and 2019, included:
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2020 |
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2019 |
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(In Thousands) |
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One- to four-family residential construction |
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$ |
42,793 |
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$ |
33,963 |
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Subdivision construction |
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30,894 |
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16,088 |
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Land development |
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54,010 |
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40,431 |
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Commercial construction |
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1,212,837 |
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1,322,861 |
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Owner occupied one- to four-family residential |
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470,436 |
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387,016 |
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Non-owner occupied one- to four-family residential |
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114,569 |
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120,343 |
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Commercial real estate |
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1,553,677 |
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1,494,172 |
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Other residential |
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1,021,145 |
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|
866,006 |
|
Commercial business |
|
|
370,898 |
|
|
313,209 |
|
Industrial revenue bonds |
|
|
14,003 |
|
|
13,189 |
|
Consumer auto |
|
|
86,173 |
|
|
151,854 |
|
Consumer other |
|
|
40,762 |
|
|
46,720 |
|
Home equity lines of credit |
|
|
114,689 |
|
|
118,988 |
|
Loans acquired and accounted for under ASC 310-30, net of discounts |
|
|
98,643 |
|
|
127,206 |
|
|
|
|
5,225,529 |
|
|
5,052,046 |
|
Undisbursed portion of loans in process |
|
|
(863,722) |
|
|
(850,666) |
|
Allowance for loan losses |
|
|
(55,743) |
|
|
(40,294) |
|
Deferred loan fees and gains, net |
|
|
(9,260) |
|
|
(7,104) |
|
|
|
$ |
4,296,804 |
|
$ |
4,153,982 |
126
Classes of loans by aging were as follows:
127
Non-accruing loans are summarized as follows:
128
The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2020, 2019 and 2018, respectively. Also presented are the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of the years ended December 31, 2020, 2019, and 2018, respectively:
129
The portfolio segments used in the preceding three tables correspond to the loan classes used in all other tables in Note 3 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 weighted average interest rate on loans receivable at December 31, 2020 and 2019, was 4.29% and 4.97%, respectively.
Loans serviced for others are not included in the accompanying consolidated statements of financial condition. The unpaid principal balance of loans serviced for others at December 31, 2020, was $462.7 million, consisting of $308.4 million of commercial loan participations sold to other financial institutions and $154.3 million of residential mortgage loans sold. The unpaid principal balance of loans serviced for others at December 31, 2019, was $349.9 million, consisting of $283.0 million of commercial loan participations sold to other financial institutions and $66.9 million of residential mortgage loans sold. In addition, available lines of credit on these loans were $46.1 million and $102.1 million at December 31, 2020 and 2019, respectively.
A loan is considered impaired, in accordance with the impairment accounting guidance (FASB ASC 310-10-35-16) when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include not only nonperforming loans but also loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.
130
The following summarizes information regarding impaired loans at and during the years ended December 31, 2020, 2019 and 2018:
131
At December 31, 2020, $4.8 million of impaired loans had specific valuation allowances totaling $713,000. At December 31, 2019, $5.2 million of impaired loans had specific valuation allowances totaling $929,000. At December 31, 2018, $8.4 million of impaired loans had specific valuation allowances totaling $2.0 million. For impaired loans which were non-accruing, interest of approximately $579,000, $761,000 and $1.0 million would have been recognized on an accrual basis during the years ended December 31, 2020, 2019 and 2018, respectively.
Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired. Troubled debt restructurings are loans that are modified by granting concessions to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. The types of concessions made are factored into the estimation of the allowance for loan losses for troubled debt restructurings primarily using a discounted cash flows or collateral adequacy approach.
132
The following table presents newly restructured loans during the years ended December 31, 2020, 2019 and 2018 by type of modification:
At December 31, 2020, the Company had $3.3 million of loans that were modified in troubled debt restructurings and impaired, as follows: $20,000 of construction and land development loans, $1.9 million of single family residential mortgage loans, $646,000 of commercial real estate loans, $127,000 of commercial business loans and $629,000 of consumer loans. Of the total troubled debt restructurings at December 31, 2020, $2.4 million were accruing interest and $1.6 million were classified as substandard using the Company's internal grading system which is described below. The Company had no troubled debt restructurings which were modified in the previous 12 months and subsequently defaulted during the year ended December 31, 2020. When loans modified as troubled debt restructuring have subsequent payment defaults, the defaults are factored into the determination of the allowance for loan losses to ensure specific valuation allowances reflect amounts considered uncollectible. At December 31, 2019, the Company had $1.9 million of loans that were modified in troubled debt restructurings and impaired, as follows: $251,000 of construction and land development loans, $768,000 of single family residential mortgage loans, $412,000 of commercial real estate loans, $156,000 of commercial business loans and $343,000 of consumer loans. Of the total troubled debt restructurings at December 31, 2019, $1.4 million were accruing interest and $562,000 were classified as substandard using the Company’s internal grading system. During the year ended December 31, 2020, borrowers with loans designated as troubled debt restructurings totaling $372,000, all of which consisted of residential one-to-four family loans, met the criteria for placement back on accrual status. This criteria generally includes a minimum of six months of consistent and timely payment performance under original or modified terms.
133
At December 31, 2020, the Company had remaining 65 modified commercial loans with an aggregate principal balance outstanding of $233 million and 581 modified consumer and mortgage loans with an aggregate principal balance outstanding of $18 million. The loan modifications are within the guidance provided by the CARES Act (and its amending legislation), the federal banking regulatory agencies, the Securities and Exchange Commission and the Financial Accounting Standards Board; therefore, they are not considered troubled debt restructurings.
The Company reviews the credit quality of its loan portfolio using an internal grading system that classifies loans as “Satisfactory,” “Watch,” “Special Mention,” “Substandard” and “Doubtful.” Loans classified as watch are being monitored because of indications of potential weaknesses or deficiencies that may require future classification as special mention or substandard. Special mention loans possess potential weaknesses that deserve management’s close attention but do not expose the Bank to a degree of risk that warrants substandard classification. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if certain deficiencies are not corrected. Doubtful loans are those having all the weaknesses inherent to those classified Substandard with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans not meeting any of the criteria previously described are considered satisfactory. The FDIC-assisted acquired loans are evaluated using this internal grading system. These loans are accounted for in pools. Minimal adverse classification in these acquired loan pools was identified as of December 31, 2020 and 2019 respectively. See Note 4 for further discussion of the acquired loan pools and termination of the loss sharing agreements.
The Company evaluates the loan risk internal grading system definitions and allowance for loan loss methodology on an ongoing basis. The general component of the allowance for loan losses is affected by several factors, including, but not limited to, average historical losses, average life of the loans, current composition of the loan portfolio, current and expected economic conditions, collateral values and internal risk ratings. Management considers all these factors in determining the adequacy of the Company’s allowance for loan losses. No significant changes were made to the loan risk grading system definitions and allowance for loan loss methodology during the past year.
134
The loan grading system is presented by loan class below:
Certain of the Bank’s real estate loans are pledged as collateral for borrowings as set forth in Notes 9 and 11.
Certain directors and executive officers of the Company and the Bank, and their related interests, are customers of and had transactions with the Bank in the ordinary course of business. Except for the interest rates on loans secured by personal residences, in the opinion of management, all loans included in such transactions were made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties. Generally, residential first mortgage loans and home equity lines of credit
135
to all employees and directors have been granted at interest rates equal to the Bank’s cost of funds, subject to annual adjustments in the case of residential first mortgage loans and monthly adjustments in the case of home equity lines of credit. At December 31, 2020 and 2019, loans outstanding to these directors and executive officers, and their related interests, are summarized as follows:
Note 4: FDIC-Acquired Loans and Loss Sharing Agreements
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.
136
The following table presents the balances of the acquired loans related to the various FDIC-assisted transactions at December 31, 2020 and December 31, 2019.
Fair Value and Expected Cash Flows
At the time of these acquisitions, the Company determined the fair value of the loan portfolios based on several assumptions. Factors considered in the valuations were projected cash flows for the loans, type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan was amortizing. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. Management also estimated the amount of credit losses that were expected to be realized for the loan portfolios. The discounted cash flow approach was used to value each pool of loans. For non-performing loans, fair value was estimated by calculating the present value of the recoverable cash flows using a discount rate based on comparable corporate bond rates. This valuation of the acquired loans is a significant component leading to the valuation of the loss sharing assets recorded.
The amount of the estimated cash flows expected to be received from the acquired loan pools in excess of the fair values recorded for the loan pools is referred to as the accretable yield. The accretable yield is recognized as interest income over the estimated lives of the loans. On an ongoing basis, the Company has evaluated the fair value of the loans including cash flows expected to be collected. Increases in the Company’s cash flow expectations are recognized as increases to the accretable yield while decreases are recognized as impairments through the allowance for loan losses. Improvements in expected cash flows related to the acquired loan portfolios have resulted in adjustments to the accretable yield to be spread over the estimated remaining lives of the loans on a level-yield basis. The amounts of these adjustments during the years ended December 31, 2020, 2019, and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
|
|
(In Thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accretable yield due to increased cash flow expectations |
|
$ |
— |
|
$ |
12,323 |
|
$ |
5,202 |
The adjustments, along with those made in previous years, impacted the Company’s Consolidated Statements of Income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
|
|
(In Thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Interest income and net impact to pre-tax income |
|
$ |
5,574 |
|
$ |
7,431 |
|
$ |
5,134 |
On an on-going basis the Company has estimated the cash flows expected to be collected from the acquired loan pools. For each of the loan portfolios acquired, the cash flow estimates have increased, based on payment histories and reduced credit loss expectations. This
137
resulted in increased income that has been spread, on a level-yield basis, over the remaining expected lives of the loan pools (and, therefore, has decreased over time).
Because these adjustments to accretable yield will be recognized generally over the remaining lives of the loan pools, they will impact future periods as well. As of December 31, 2020, the remaining accretable yield adjustment that will affect interest income was $2.0 million. Of the remaining adjustments affecting interest income, we expect to recognize $1.5 million of interest income during 2021. As of January 1, 2021, we have adopted the new accounting standard related to accounting for credit losses. With the adoption of this standard, there will be no further reclassification of discounts from non-accretable to accretable subsequent to December 31, 2020. All adjustments made prior to January 1, 2021 will continue to be accreted to interest income.
Changes in the accretable yield for acquired loan pools were as follows for the years ended December 31, 2020, 2019 and 2018:
| (1) | Represents increases in estimated cash flows expected to be received from the acquired loan pools, primarily due to lower estimated credit losses. The numbers also include changes in expected accretion of the loan pools for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2020, totaling $198,000, $451,000, $493,000, $2.2 million and $2.8 million, respectively; TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2019, totaling $667,000, $480,000, $810,000, $3.9 million and $2.5 million, respectively; for TeamBank, Vantus Bank, Sun Security Bank, InterBank and Valley Bank for the year ended December 31, 2018, totaling $312,000, $778,000, $756,000, $4.1 million and $3.5 million, respectively. |
138
Note 5: Other Real Estate Owned and Repossessions
Major classifications of other real estate owned at December 31, 2020 and 2019, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
Foreclosed assets held for sale and repossessions |
|
|
|
|
|
|
|
One- to four-family construction |
|
$ |
— |
|
$ |
— |
|
Subdivision construction |
|
|
263 |
|
|
689 |
|
Land development |
|
|
250 |
|
|
1,816 |
|
Commercial construction |
|
|
— |
|
|
— |
|
One- to four-family residential |
|
|
111 |
|
|
601 |
|
Other residential |
|
|
— |
|
|
— |
|
Commercial real estate |
|
|
— |
|
|
— |
|
Commercial business |
|
|
— |
|
|
— |
|
Consumer |
|
|
153 |
|
|
545 |
|
|
|
|
777 |
|
|
3,651 |
|
|
|
|
|
|
|
|
|
Foreclosed assets related to FDIC acquisitions, net of discounts |
|
|
446 |
|
|
1,003 |
|
|
|
|
|
|
|
|
|
Foreclosed assets held for sale and repossessions, net |
|
|
1,223 |
|
|
4,654 |
|
|
|
|
|
|
|
|
|
Other real estate owned not acquired through foreclosure |
|
|
654 |
|
|
871 |
|
|
|
|
|
|
|
|
|
Other real estate owned and repossessions |
|
$ |
1,877 |
|
$ |
5,525 |
At December 31, 2020, other real estate owned not acquired through foreclosure included seven properties all of which were branch locations that were closed and held for sale. During the year ended December 31, 2020, one former branch location was added to this category for $80,000 and was under contract at December 31, 2020. The sale was completed in February 2021, resulting in a small gain. During the year ended December 31, 2020, valuation write-downs of $286,000 were recorded on branch locations that were closed and held for sale.
At December 31, 2019, other real estate owned not acquired through foreclosure included six properties all of which were branch locations that were closed and held for sale. During the year ended December 31, 2019, one former branch location was both added to this category and sold at a gain of $115,000, which is included in the net gains on sales of other real estate owned and repossessions amount in the table below.
At December 31, 2020, residential mortgage loans totaling $602,000 were in the process of foreclosure, $518,000 of which were acquired loans related to FDIC-assisted transactions.
At December 31, 2019, residential mortgage loans totaling $1.6 million were in the process of foreclosure, $1.4 million of which were acquired loans related to FDIC-assisted transactions.
Expenses applicable to other real estate owned and repossessions for the years ended December 31, 2020, 2019 and 2018, included the following:
139
Note 6: Premises and Equipment
Major classifications of premises and equipment at December 31, 2020 and 2019, stated at cost, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
|
|
|
|
|
|
|
|
Land |
|
$ |
40,652 |
|
$ |
40,632 |
|
Buildings and improvements |
|
|
100,187 |
|
|
96,959 |
|
Furniture, fixtures and equipment |
|
|
59,226 |
|
|
56,986 |
|
Operating leases right of use asset |
|
|
8,536 |
|
|
8,668 |
|
|
|
|
208,601 |
|
|
203,245 |
|
Less accumulated depreciation |
|
|
69,431 |
|
|
61,337 |
|
|
|
|
|
|
|
|
|
|
|
$ |
139,170 |
|
$ |
141,908 |
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 or less). The Company has 15 total lease agreements in which it is the lessee, with lease terms exceeding twelve months, substantially all of which are for branch locations and commercial loan production offices. All of our lease agreements where we have offsite ATMs are for terms not exceeding twelve months. 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 December 31, 2020, the lease right of use asset value was $8.5 million and the corresponding lease liability was $8.7 million. As of December 31, 2019, the lease right of use asset value was $8.7 million and the corresponding lease liability was $8.7 million.
All of our leases are classified as operating leases (as they were prior to January 1, 2019), and therefore were previously not recognized on the Company’s consolidated statements of financial condition. With the adoption of ASU 2016-02, these operating leases are now included as a right of use asset in the premises and equipment line item on the Company’s consolidated statements of financial condition. The corresponding lease liability is included in the accrued expenses and other liabilities line item on the Company’s consolidated statements of financial condition. Because these leases are classified as operating leases, the adoption of the new standard did not have a material effect on lease expense on the Company’s consolidated statements of income.
ASU 2016-02 provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients,” which permits the Company not to reassess under the new standard the prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the use of hindsight, a practical expedient which permits the use of information available after lease inception to determine the lease term via the knowledge of renewal options exercised not available as of the lease’s inception. The practical expedient pertaining to land easements is not applicable to the Company.
ASU 2016-02 also requires certain other accounting elections. The Company elected the short-term lease recognition exemption for all leases that qualify, meaning those with terms under twelve months. Right of use assets or lease liabilities are not to be recognized for short-term leases. The Company also elected the practical expedient to not separate lease and non-lease components for all leases. 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 was $ 275,000 and $ 286,000 for the years ended December 31, 2020 and December 31, 2019, respectively.
The calculated amounts of the right of use assets and lease liabilities in the table below are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew extended term in the calculation of the right of use asset and lease liability. Regarding the discount rate, the ASU requires the use of the rate implicit in the lease at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the right of use asset and lease liability. Regarding the discount rate, the ASU requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception over a
140
similar term. The discount rate utilized was the FHLBank borrowing rate for the term corresponding to the expected term of the lease. The expected lease terms range from 0.8 years to 17.9 years with a weighted-average lease term of 8.3 years. The weighted-average discount rate was 3.24%.
For the years ended December 31, 2020 and 2019, lease expense was $1.6 million and $1.5 million, respectively. At December 31, 2020, future expected lease payments for leases with terms exceeding one year were as follows (in thousands):
The Company does not sublease any of its leased facilities; however, it does lease to other third 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 years ended December 31, 2020 and 2019, income recognized from these lease agreements was $1.2 million and $1.1 million, respectively, and was included in occupancy and equipment expense.
Note 7: Investments in Limited Partnerships
Investments in Affordable Housing Partnerships
The Company has invested in certain limited partnerships that were formed to develop and operate apartments and single-family houses designed as high-quality affordable housing for lower income tenants throughout Missouri and contiguous states. At December 31, 2020 the Company had 16 such investments, with a net carrying value of $20.4 million. At December 31, 2019 the Company had 15 such investments, with a net carrying value of $22.8 million. Due to the Company’s inability to exercise any significant influence over any of the investments in Affordable Housing Partnerships, they all are accounted for using the proportional amortization method. Each of the partnerships must meet the regulatory requirements for affordable housing for a minimum 15-year compliance period to fully utilize the tax credits. If the partnerships cease to qualify during the compliance period, the credits may be
141
denied for any period in which the projects are not in compliance and a portion of the credits previously taken may be subject to recapture with interest.
The remaining federal affordable housing tax credits to be utilized through 2030 were $22.1 million as of December 31, 2020, assuming no tax credit recapture events occur and all projects currently under construction are completed as planned. Amortization of the investments in partnerships is expected to be approximately $20.4 million, assuming all projects currently under construction are completed and funded as planned. The Company’s usage of federal affordable housing tax credits approximated $6.6 million, $8.0 million and $6.6 million during 2020, 2019 and 2018, respectively. Investment amortization amounted to $5.5 million, $5.8 million and $5.0 million for the years ended December 31, 2020, 2019 and 2018, respectively.
Investments in Community Development Entities
The Company has invested in certain limited partnerships that were formed to develop and operate business and real estate projects located in low-income communities. At December 31, 2020 the Company had one such investment, with a net carrying value of $567,000. At December 31, 2019, the Company had no such investment. Due to the Company’s inability to exercise any significant influence over any of the investments in qualified Community Development Entities, they are all accounted for using the cost method. Each of the partnerships provides federal New Market Tax Credits over a seven-year credit allowance period. In each of the first three years, credits totaling five percent of the original investment are allowed on the credit allowance dates and for the final four years, credits totaling six percent of the original investment are allowed on the credit allowance dates. Each of the partnerships must be invested in a qualified Community Development Entity on each of the credit allowance dates during the seven-year period to utilize the tax credits. If the Community Development Entities cease to qualify during the seven-year period, the credits may be denied for any credit allowance date and a portion of the credits previously taken may be subject to recapture with interest. The investments in the Community Development Entities cannot be redeemed before the end of the seven-year period.
The Company’s usage of federal New Market Tax Credits approximated $100,000, $480,000 and $480,000 during 2020, 2019 and 2018, respectively. Investment amortization amounted to $80,000, $365,000 and $575,000 for the years ended December 31, 2020, 2019 and 2018, respectively.
Investments in Limited Partnerships for Federal Rehabilitation/Historic Tax Credits
From time to time, the Company has invested in certain limited partnerships that were formed to provide certain federal rehabilitation/historic tax credits. At December 31, 2020 the Company had one such investments, with a net carrying value of $863,000. Previously, the Company utilized these credits in their entirety in the year the project was placed in service and the impact to the Consolidated Statements of Income has not been material. In future periods, such partnerships provide federal rehabilitation/historic tax credits over a five-year credit allowance period.
Investments in Limited Partnerships for State Tax Credits
From time to time, the Company has invested in certain limited partnerships that were formed to provide certain state tax credits. The Company has primarily syndicated these tax credits and the impact to the Consolidated Statements of Income has not been material.
142
Note 8: Deposits
Deposits at December 31, 2020 and 2019, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
Interest Rate |
|
2020 |
|
2019 |
||
|
|
|
|
|
(In Thousands, Except Interest Rates) |
||||
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing accounts |
|
— |
|
$ |
984,798 |
|
$ |
687,068 |
|
Interest-bearing checking and savings accounts |
|
0.22% and 0.55% |
|
|
2,141,313 |
|
|
1,551,929 |
|
|
|
|
|
|
3,126,111 |
|
|
2,238,997 |
|
|
|
|
|
|
|
|
|
|
|
Certificate accounts |
|
0% - 0.99% |
|
|
803,737 |
|
|
122,649 |
|
|
|
1% - 1.99% |
|
|
425,061 |
|
|
523,816 |
|
|
|
2% - 2.99% |
|
|
143,417 |
|
|
1,053,914 |
|
|
|
3% - 3.99% |
|
|
18,148 |
|
|
19,849 |
|
|
|
4% and above |
|
|
429 |
|
|
881 |
|
|
|
|
|
|
1,390,792 |
|
|
1,721,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,516,903 |
|
$ |
3,960,106 |
The weighted average interest rate on certificates of deposit was 1.00% and 2.09% at December 31, 2020 and 2019, respectively.
The aggregate amount of certificates of deposit originated by the Bank in denominations greater than $250,000 was approximately $123.1 million and $153.1 million at December 31, 2020 and 2019, respectively. The aggregate amount of certificates of deposit originated by the Bank in denominations greater than $100,000 was approximately $762.9 million and $830.8 million at December 31, 2020 and 2019, respectively. The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits was approximately $158.7 million and $371.7 million at December 31, 2020 and 2019, respectively.
At December 31, 2020, scheduled maturities of certificates of deposit were as follows:
A summary of interest expense on deposits for the years ended December 31, 2020, 2019 and 2018, is as follows:
143
Note 9: Advances From Federal Home Loan Bank
At December 31, 2020 and 2019, there were no outstanding term advances from the Federal Home Loan Bank of Des Moines. At December 31, 2019, there were overnight funds from the Federal Home Loan Bank of Des Moines, which are included below in Note 10.
The Bank has pledged FHLB stock, investment securities and first mortgage loans free of other pledges, liens and encumbrances as collateral for outstanding advances. No investment securities were specifically pledged as collateral for advances at December 31, 2020 and 2019. Loans with carrying values of approximately $1.63 billion and $1.60 billion were pledged as collateral for outstanding advances at December 31, 2020 and 2019, respectively. The Bank had potentially available $1.07 billion remaining on its line of credit under a borrowing arrangement with the FHLB of Des Moines at December 31, 2020.
Note 10: Short-Term Borrowings
Short-term borrowings at December 31, 2020 and 2019, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
|
|
|
|
|
|
|
|
Notes payable – Community Development Equity Funds |
|
$ |
1,518 |
|
$ |
1,267 |
|
Other interest-bearing liabilities |
|
|
— |
|
|
30,890 |
|
Overnight borrowings from the Federal Home Loan Bank |
|
|
— |
|
|
196,000 |
|
Securities sold under reverse repurchase agreements |
|
|
164,174 |
|
|
84,167 |
|
|
|
|
|
|
|
|
|
|
|
$ |
165,692 |
|
$ |
312,324 |
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 December 31, 2019, 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.
Short-term borrowings had weighted average interest rates of 0.02% and 1.25% at December 31, 2020 and 2019, respectively. Short-term borrowings averaged approximately $183.5 million and $260.0 million for the years ended December 31, 2020 and 2019, respectively. The maximum amounts outstanding at any month end were $318.7 million and $346.9 million, respectively, during those same periods.
The following table represents the Company’s securities sold under reverse repurchase agreements, by collateral type and remaining contractual maturity at December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
Overnight and |
|
Overnight and |
||
|
|
|
Continuous |
|
Continuous |
||
|
|
|
|
(In Thousands) |
|||
|
|
|
|
|
|
|
|
|
Mortgage-backed securities – GNMA, FNMA, FHLMC |
|
$ |
164,174 |
|
$ |
84,167 |
144
Note 11: Federal Reserve Bank Borrowings
At December 31, 2020 and 2019, the Bank had $436.4 million and $367.8 million, respectively, available under a line-of-credit borrowing arrangement with the Federal Reserve Bank. The line is secured primarily by consumer and commercial loans. There were no amounts borrowed under this arrangement at December 31, 2020 or 2019.
Note 12: Subordinated Debentures Issued to Capital Trusts
In November 2006, Great Southern Capital Trust II (Trust II), a statutory trust formed by the Company for the purpose of issuing the securities, issued a $25.0 million aggregate liquidation amount of floating rate cumulative trust preferred securities. The Trust II securities bear a floating distribution rate equal to 90-day LIBOR plus 1.60%. The Trust II securities became redeemable at the Company’s option in February 2012, and if not sooner redeemed, mature on February 1, 2037. The Trust II securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended. The gross proceeds of the offering were used to purchase Junior Subordinated Debentures from the Company totaling $25.8 million and bearing an interest rate identical to the distribution rate on the Trust II securities. The initial interest rate on the Trust II debentures was 6.98%. The interest rate was 1.81% and 3.51% at December 31, 2020 and 2019, respectively.
At December 31, 2020 and 2019, subordinated debentures issued to capital trusts are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
|
|
|
|
|
|
|
|
Subordinated debentures |
|
$ |
25,774 |
|
$ |
25,774 |
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 are due August 15, 2026, and have a fixed interest rate of 5.25% until August 15, 2021, at which time the rate becomes floating at a rate equal to three-month LIBOR plus 4.087%. The Company may call the notes at par beginning on August 15, 2021, 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.
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 years ended December 31, 2020 and 2019, totaled $608,000 and $434,000, respectively, and is included in interest expense on subordinated notes in the consolidated statements of income, resulting in an imputed interest rate of 5.84 % and 5.89%, respectively.
At December 31, 2020 and 2019, subordinated notes are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
|
|
|
|
|
|
|
|
Subordinated notes |
|
$ |
150,000 |
|
$ |
75,000 |
|
Less: unamortized debt issuance costs |
|
|
1,603 |
|
|
724 |
|
|
|
$ |
148,397 |
|
$ |
74,276 |
145
Note 14: Income Taxes
The Company files a consolidated federal income tax return. As of December 31, 2020 and 2019, retained earnings included approximately $17.5 million for which no deferred income tax liability had been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988. If the Bank were to liquidate, the entire amount would have to be recaptured and would create income for tax purposes only, which would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $3.9 million at both December 31, 2020 and 2019, respectively.
During the years ended December 31, 2020, 2019 and 2018, the provision for income taxes included these components:
The tax effects of temporary differences related to deferred taxes shown on the statements of financial condition were:
146
Reconciliations of the Company’s effective tax rates from continuing operations to the statutory corporate tax rates were as follows:
The Company and its consolidated subsidiaries have not been audited recently by the Internal Revenue Service (IRS), except as described here. The Company, through one of its subsidiaries, is a partner in two partnerships which were under IRS examination for 2006 and 2007. As a result, the Company’s 2006 and subsequent tax years remained open for examination. The examinations of these partnerships were completed during 2019. The completion of these examinations did not result in significant changes to the Company’s tax positions. As a result, federal tax years through December 31, 2016 are now closed.
The Company is currently under State of Missouri income and franchise tax examinations for its 2014 and 2015 tax years. The Company does not currently expect significant adjustments to its financial statements from this state examination.
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 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.
The Company considers transfers between the levels of the hierarchy to be recognized at the end of related reporting periods.
147
Recurring Measurements
The following table presents the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency mortgage-backed securities |
|
$ |
169,940 |
|
$ |
— |
|
$ |
169,940 |
|
$ |
— |
|
Agency collateralized mortgage obligations |
|
|
176,621 |
|
|
— |
|
|
176,621 |
|
|
— |
|
States and political subdivisions securities |
|
|
47,325 |
|
|
— |
|
|
47,325 |
|
|
— |
|
Small Business Administration securities |
|
|
21,047 |
|
|
— |
|
|
21,047 |
|
|
— |
|
Interest rate derivative asset |
|
|
5,062 |
|
|
— |
|
|
5,062 |
|
|
— |
|
Interest rate derivative liability |
|
|
(5,454) |
|
|
— |
|
|
(5,454) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency mortgage-backed securities |
|
$ |
165,042 |
|
$ |
— |
|
$ |
165,042 |
|
$ |
— |
|
Agency collateralized mortgage obligations |
|
|
151,950 |
|
|
— |
|
|
151,950 |
|
|
— |
|
States and political subdivisions securities |
|
|
35,125 |
|
|
— |
|
|
35,125 |
|
|
— |
|
Small Business Administration securities |
|
|
22,058 |
|
|
— |
|
|
22,058 |
|
|
— |
|
Interest rate derivative asset |
|
|
31,476 |
|
|
— |
|
|
31,476 |
|
|
— |
|
Interest rate derivative liability |
|
|
(1,547) |
|
|
— |
|
|
(1,547) |
|
|
— |
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 December 31, 2020 and 2019, 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 year ended December 31, 2020.
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 1 securities include exchange traded equity securities. There were no recurring Level 1 securities at December 31, 2020 or 2019. 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 December 31, 2020 or 2019.
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.
148
Nonrecurring Measurements
The following tables present the fair value measurement 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 December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
||||||||||
|
December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
1,759 |
|
$ |
— |
|
$ |
— |
|
$ |
1,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosed assets held for sale |
|
$ |
945 |
|
$ |
— |
|
$ |
— |
|
$ |
945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
635 |
|
$ |
— |
|
$ |
— |
|
$ |
635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosed assets held for sale |
|
$ |
1,112 |
|
$ |
— |
|
$ |
— |
|
$ |
1,112 |
Following is a description of the 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 December 31, 2020 and 2019, the aggregate fair value of mortgage loans held for sale exceeded their cost. Accordingly, no mortgage loans held for sale were marked down and reported at fair value.
149
Impaired Loans
A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required under FASB ASC 310, Receivables, is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company’s experience in sales and other appraisals of similar property types as well as estimated selling costs. Each quarter management reviews all collateral dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral dependent impaired loans using appraisals with dates more than one year prior to the date of review. These appraisals are discounted by applying current, observable market data about similar property types such as sales contracts, estimations of value by individuals familiar with the market, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was performed and the data provided through our reviews, these appraisals are typically discounted 10-40%. The policy described above is the same for all types of collateral dependent impaired loans.
The Company records impaired 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 for the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for loan losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the years ended December 31, 2020 and 2019, 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 fair value hierarchy. The foreclosed assets represented in the table above have been re-measured during the years ended December 31, 2020 and 2019, 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.
Loans and Interest Receivable
The fair value of loans is estimated on an exit price basis incorporating contractual cash flow, prepayments discount spreads, credit loss and liquidity premiums. Loans with similar characteristics are 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 using a discounted cash flow calculation using the average advances yield curve from 11 districts of the FHLB for the as of date.
150
Federal Home Loan Bank Advances
Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing advances.
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.
151
The following table presents estimated fair values of the Company’s financial instruments. 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.
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 in a qualifying hedging relationship. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain loan customers. 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.
152
As part of the Valley Bank FDIC-assisted acquisition, the Company acquired certain 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. The notional amount of the two remaining Valley swaps was $584,000 at December 31, 2020. At December 31, 2020, excluding the Valley Bank swaps, the Company had 19 interest rate swaps totaling $142.8 million in notional amount with commercial customers, and 19 interest rate swaps with the same notional amount with third parties related to its program. In addition, at December 31, 2020, the Company had four participation loans purchased totaling $27.7 million, in which the lead institution has an interest rate swap with their customer and the economics of the counterparty swap are passed along to us through the loan participation. At December 31, 2019, excluding the Valley Bank swaps, the Company had 19 interest rate swaps totaling $96.0 million in notional amount with commercial customers, and 19 interest rate swaps with the same notional amount with third parties related to its program. In addition, at December 31, 2019, the Company had five participation loans purchased totaling $37.4 million, in which the lead institution has an interest rate swap with their customer and the economics of the counterparty swap are passed along to us through the loan participation. During the years ended December 31, 2020, 2019 and 2018, the Company recognized net gains (losses) of $(264,000), $(104,000) and $25,000, respectively, 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 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 in future periods, the Company was required to pay net settlements to the counterparty and recorded those net payments as a reduction of interest income on loans. The Company recorded interest income of $7.7 million and $3.1 million on this interest rate swap during the years ended December 31, 2020 and 2019, respectively. 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 years ended December 31, 2020 and 2019, the Company recognized no noninterest income related to changes in the fair value of this derivative.
On March 2, 2020, the Company and its swap counterparty mutually agreed to terminate the swap, effective on that date. The Company received a payment of $45.9 million, including accrued but unpaid interest, 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, was reflected in the Company’s stockholders’ equity as Accumulated Other Comprehensive Income and a portion of it is being 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. In each quarterly period, commencing with the quarter ended June 30, 2020, until the original contract termination date, the Company expects to record loan interest income related to this swap transaction of approximately $2.0 million, based on the termination value of the swap.
153
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:
The following table presents the effect of cash flow hedge accounting on the statements of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain |
|||||||
|
|
|
Recognized in AOCI |
|||||||
|
|
|
Year Ended December 31 |
|||||||
|
Cash Flow Hedges |
|
2020 |
|
2019 |
|
2018 |
|||
|
|
|
(In Thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap, net of income taxes |
|
$ |
6,691 |
|
$ |
13,857 |
|
$ |
9,345 |
The following table presents the effect of cash flow hedge accounting on the statements of operations:
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 occurred, such as the issuance of a formal directive, or if the Company’s credit rating is downgraded below a specified level.
154
At December 31, 2020, 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 $391,000. Additionally, the Company’s activity with two of its derivative counterparties met the level at which the minimum collateral posting thresholds take effect (collateral to be given by the Company) and the Company had posted collateral of $5.3 million to the derivative counterparties to satisfy the loan level agreements. If the Company had breached any of these provisions at December 31, 2020 or December 31, 2019, it could have been required to settle its obligations under the agreements at the termination value. At December 31, 2019, 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 $1.1 million. At December 31, 2019, 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. Effective March 2, 2020, the Company and its swap counterparty mutually agreed to terminate the Company’s interest rate swap, eliminating the cash collateral held.
Note 17: Commitments and Credit Risk
Commitments to Originate Loans
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a significant portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate.
At December 31, 2020 and 2019, the Bank had outstanding commitments to originate loans and fund commercial construction loans aggregating approximately $46.6 million and $92.4 million, respectively. The commitments extend over varying periods of time with the majority being disbursed within a 30- to 180-day period.
Mortgage loans in the process of origination represent amounts that the Bank plans to fund within a normal period of 60 to 90 days, many of which are intended for sale to investors in the secondary market. Total mortgage loans in the process of origination amounted to approximately $85.9 million and $69.3 million at December 31, 2020 and 2019, respectively.
Letters of Credit
Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under nonfinancial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Fees for letters of credit issued are initially recorded by the Bank as deferred revenue and are included in earnings at the termination of the respective agreements. Should the Bank be obligated to perform under the standby letters of credit, the Bank may seek recourse from the customer for reimbursement of amounts paid.
The Company had total outstanding standby letters of credit amounting to approximately $16.1 million and $26.3 million at December 31, 2020 and 2019, respectively, with no letters of credit having terms over five years.
155
Lines of Credit
Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate. The Bank uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.
At December 31, 2020, the Bank had granted unused lines of credit to borrowers aggregating approximately $1.0 billion and $164.5 million for commercial lines and open-end consumer lines, respectively. At December 31, 2019, the Bank had granted unused lines of credit to borrowers aggregating approximately $1.2 billion and $155.8 million for commercial lines and open-end consumer lines, respectively.
Credit Risk
The Bank grants collateralized commercial, real estate and consumer loans primarily to customers in its market areas. Although the Bank has a diversified portfolio, loans (excluding those covered by loss sharing agreements) aggregating approximately $804.1 million and $725.0 million at December 31, 2020 and 2019, respectively, are secured primarily by apartments, condominiums, residential and commercial land developments, industrial revenue bonds and other types of commercial properties in the St. Louis, Missouri, area.
Note 18: Additional Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
|
2018 |
|||
|
|
|
(In Thousands) |
|||||||
|
Noncash Investing and Financing Activities |
|
|
|
|
|
|
|
|
|
|
Real estate acquired in settlement of loans |
|
$ |
1,707 |
|
$ |
12,729 |
|
$ |
12,044 |
|
Sale and financing of foreclosed assets |
|
|
625 |
|
|
1,340 |
|
|
2,578 |
|
Conversion of premises and equipment to foreclosed assets |
|
|
80 |
|
|
1,135 |
|
|
— |
|
Dividends declared but not paid |
|
|
4,676 |
|
|
4,849 |
|
|
4,528 |
|
|
|
|
|
|
|
|
|
|
|
|
Additional Cash Payment Information |
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
42,221 |
|
|
53,922 |
|
|
37,091 |
|
Income taxes paid |
|
|
18,755 |
|
|
5,719 |
|
|
2,569 |
Note 19: Employee Benefits
The Company participates in the Pentegra Defined Benefit Plan for Financial Institutions (Pentegra DB Plan), a multiemployer defined benefit pension plan covering all employees who have met minimum service requirements. Effective July 1, 2006, this plan was closed to new participants. Employees already in the plan continue to accrue benefits. The Pentegra DB Plan’s Employer Identification Number is 13-5645888 and the Plan Number is 333. The Company’s policy is to fund pension cost accrued. Employer contributions charged to expense for this plan for the years ended December 31, 2020, 2019 and 2018, were approximately $2.1 million, $1.8 million and $1.3 million, respectively. The Company’s contributions to the Pentegra DB Plan were not more than 5% of the total contributions to the plan. The funded status of the plan as of July 1, 2020 and 2019, was 92.5% and 93.7%, respectively. The funded status was calculated by taking the market value of plan assets, which reflected contributions received through June 30, 2020 and 2019, respectively, divided by the funding target. No collective bargaining agreements are in place that require contributions to the Pentegra DB Plan.
The Company has a defined contribution retirement plan covering substantially all employees. The Company matches 100% of the employee’s contribution on the first 3% of the employee’s compensation and also matches an additional 50% of the employee’s contribution on the next 2% of the employee’s compensation. Employer contributions charged to expense for this plan for the years ended December 31, 2020, 2019 and 2018, were approximately $1.6 million, $1.4 million and $1.4 million, respectively.
156
Note 20: Stock Compensation Plans
The Company established the 2003 Stock Option and Incentive Plan (the “2003 Plan”) for employees and directors of the Company and its subsidiaries. Under the plan, stock options or other awards could be granted with respect to 598,224 shares of common stock. On May 15, 2013, the Company’s stockholders approved the Great Southern Bancorp, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). Upon the stockholders’ approval of the 2013 Plan, the Company’s 2003 Plan was frozen. As a result, no new stock options or other awards may be granted under the 2003 Plan; however, existing outstanding awards under the 2003 Plan were not affected. At December 31, 2020, 31,591 options were outstanding under the 2003 Plan.
The Company established the 2013 Stock Option and Incentive Plan (the “2013 Plan”) for employees and directors of the Company and its subsidiaries. Under the plan, stock options or other awards could be granted with respect to 700,000 shares of common stock. On May 9, 2018, the Company’s stockholders approved the Great Southern Bancorp, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”). Upon the stockholders’ approval of the 2018 Plan, the Company’s 2013 Plan was frozen. As a result, no new stock options or other awards may be granted under the 2013 Plan; however, existing outstanding awards under the 2013 Plan were not affected. At December 31, 2020, 384,866 options were outstanding under the 2013 Plan.
The 2018 Plan provides for the grant from time to time to directors, emeritus directors, officers, employees and advisory directors of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. The number of shares of Common Stock available for awards under the 2018 Plan is 800,000 (the “2018 Plan Limit”). Shares utilized for awards other than stock options and stock appreciation rights will be counted against the 2018 Plan Limit on a 2.5-to-1 basis. At December 31, 2020, 554,650 options were outstanding under the 2018 Plan.
Stock options may be either incentive stock options or nonqualified stock options, and the option price must be at least equal to the fair value of the Company’s common stock on the date of grant. Options generally are granted for a 10-year term and generally become exercisable in four cumulative annual installments of 25% commencing two years from the date of grant. The Stock Option Committee may accelerate a participant’s right to purchase shares under the plan.
Stock awards may be granted to key officers and employees upon terms and conditions determined solely at the discretion of the Stock Option Committee.
157
The table below summarizes transactions under the Company’s stock compensation plans, all of which related to stock options granted under such plans:
The Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the options vest in increments over the requisite service period. These options typically vest one-fourth at the end of years two, three, four and five from the grant date. As provided for under FASB ASC 718, the Company has elected to recognize compensation expense for options with graded vesting schedules on a straight-line basis over the requisite service period for the entire option grant. In addition, ASC 718 requires companies to recognize compensation expense based on the estimated number of stock options for which service is expected to be rendered. The Company’s historical forfeitures of its share-based awards have not been material.
The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions for the years ended December 31, 2020, 2019 and 2018:
Expected volatilities are based on the historical volatility of the Company’s stock, based on the monthly closing stock price. The expected life of options granted is based on actual historical exercise behavior of all employees and directors and approximates the graded vesting period of the options. Expected dividends are based on the annualized dividends declared at the time of the option grant. The risk-free interest rate is based on the five-year treasury rate on the grant date of the options.
158
The following table presents the activity related to options under all plans for the year ended December 31, 2020:
For the years ended December 31, 2020, 2019 and 2018, options granted were 196,350, 186,400, and 186,750, respectively. The total intrinsic value (amount by which the fair value of the underlying stock exceeds the exercise price of an option on exercise date) of options exercised during the years ended December 31, 2020, 2019 and 2018, was $371,000, $3.1 million and $2.2 million, respectively. Cash received from the exercise of options for the years ended December 31, 2020, 2019 and 2018, was $661,000, $4.2 million and $2.2 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $257,000, $2.7 million and $1.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. The total intrinsic value of options outstanding at December 31, 2020, 2019 and 2018, was $4.5 million, $11.5 million and $4.7 million, respectively. The total intrinsic value of options exercisable at December 31, 2020, 2019 and 2018, was $2.9 million, $6.6 million and $3.9 million, respectively.
The following table presents the activity related to nonvested options under all plans for the year ended December 31, 2020.
At December 31, 2020, there was $4.6 million of total unrecognized compensation cost related to nonvested options granted under the Company’s plans. This compensation cost is expected to be recognized through 2025, with the majority of this expense recognized in 2021 and 2022.
159
The following table further summarizes information about stock options outstanding at December 31, 2020:
Note 21: Significant Estimates and Concentrations
Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in Note 3. Current vulnerabilities due to certain concentrations of credit risk are discussed in the footnotes on loans, deposits and on commitments and credit risk.
Other significant estimates not discussed in those footnotes include valuations of foreclosed assets held for sale. The carrying value of foreclosed assets reflects management’s best estimate of the amount to be realized from the sales of the assets. While the estimate is generally based on a valuation by an independent appraiser or recent sales of similar properties, the amount that the Company realizes from the sales of the assets could differ materially in the near term from the carrying value reflected in these financial statements.
Note 22: Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income (AOCI), included in stockholders’ equity, are as follows:
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
|
|
|
|
|
|
|
|
Net unrealized gain on available-for-sale securities |
|
$ |
30,126 |
|
$ |
11,715 |
|
|
|
|
|
|
|
|
|
Net unrealized gain on derivatives used for cash flow hedges |
|
|
38,724 |
|
|
30,056 |
|
|
|
|
68,850 |
|
|
41,771 |
|
|
|
|
|
|
|
|
|
Tax effect |
|
|
(15,699) |
|
|
(9,525) |
|
|
|
|
|
|
|
|
|
Net-of-tax amount |
|
$ |
53,151 |
|
$ |
32,246 |
160
Amounts reclassified from AOCI and the affected line items in the statements of income during the years ended December 31, 2020, 2019 and 2018, were as follows:
Note 23: Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct and material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under U.S. GAAP, regulatory reporting practices, and regulatory capital standards. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulatory reporting standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below as of December 31, 2020) of Total and Tier I Capital (as defined) to risk-weighted assets (as defined), of Tier I Capital (as defined) to adjusted tangible assets (as defined) and of Common Equity Tier 1 Capital (as defined) to risk-weighted assets (as defined). Management believes, as of December 31, 2020, that the Bank met all capital adequacy requirements to which it was then subject.
As of December 31, 2020, the most recent notification from the Bank’s regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized as of December 31, 2020, the Bank must have maintained minimum Total capital, Tier I capital, Tier 1 Leverage capital and Common Equity Tier 1 capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
The Company and the Bank are subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2020 and 2019, the Company and the Bank exceeded their minimum capital requirements then in effect. The entities may not pay dividends which would reduce capital below the minimum requirements shown above. In addition to the minimum capital ratios, the capital rules include a capital conservation buffer, under which a banking organization must have Common Equity Tier 1 capital more than 2.5% above each of its minimum risk-based capital ratios in order to avoid restrictions on paying dividends, repurchasing shares, and paying certain discretionary bonuses. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital.
161
The Company’s and the Bank’s actual capital amounts and ratios are presented in the following table. No amount was deducted from capital for interest-rate risk.
Note 24: Litigation Matters
In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages. While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company’s business, financial condition or results of operations.
162
Note 25: Summary of Unaudited Quarterly Operating Results
Following is a summary of unaudited quarterly operating results for the years 2020, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
||||
|
|
|
Three Months Ended |
||||||||||
|
|
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
||||
|
|
|
(In Thousands, Except Per Share Data) |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
57,474 |
|
$ |
54,011 |
|
$ |
53,599 |
|
$ |
52,619 |
|
Interest expense |
|
|
12,536 |
|
|
10,556 |
|
|
9,431 |
|
|
8,042 |
|
Provision for loan losses |
|
|
3,871 |
|
|
6,000 |
|
|
4,500 |
|
|
1,500 |
|
Net realized gains on available-for-sale securities |
|
|
— |
|
|
78 |
|
|
— |
|
|
— |
|
Noninterest income |
|
|
7,367 |
|
|
8,261 |
|
|
9,466 |
|
|
9,956 |
|
Noninterest expense |
|
|
30,815 |
|
|
29,349 |
|
|
31,988 |
|
|
31,073 |
|
Provision for income taxes |
|
|
2,751 |
|
|
3,164 |
|
|
3,692 |
|
|
4,172 |
|
Net income available to common shareholders |
|
|
14,868 |
|
|
13,203 |
|
|
13,454 |
|
|
17,788 |
|
Earnings per common share – diluted |
|
|
1.04 |
|
|
0.93 |
|
|
0.96 |
|
|
1.28 |
163
Note 26: Condensed Parent Company Statements
The condensed statements of financial condition at December 31, 2020 and 2019, and statements of income, comprehensive income and cash flows for the years ended December 31, 2020, 2019 and 2018, for the parent company, Great Southern Bancorp, Inc., were as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
||||
|
|
|
2020 |
|
2019 |
||
|
|
|
(In Thousands) |
||||
|
Statements of Financial Condition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
Cash |
|
$ |
111,250 |
|
$ |
58,726 |
|
Investment in subsidiary bank |
|
|
698,398 |
|
|
650,329 |
|
Deferred and accrued income taxes |
|
|
157 |
|
|
111 |
|
Prepaid expenses and other assets |
|
|
883 |
|
|
868 |
|
|
|
|
|
|
|
|
|
|
|
$ |
810,688 |
|
$ |
710,034 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
6,776 |
|
$ |
6,918 |
|
Subordinated debentures issued to capital trust |
|
|
25,774 |
|
|
25,774 |
|
Subordinated notes |
|
|
148,397 |
|
|
74,276 |
|
Common stock |
|
|
138 |
|
|
143 |
|
Additional paid-in capital |
|
|
35,004 |
|
|
33,510 |
|
Retained earnings |
|
|
541,448 |
|
|
537,167 |
|
Accumulated other comprehensive income |
|
|
53,151 |
|
|
32,246 |
|
|
|
|
|
|
|
|
|
|
|
$ |
810,688 |
|
$ |
710,034 |
164
165
Note 27: Sale of Branches and Related Deposits
On July 20, 2018, the Company closed on the sale of four banking centers and related deposits in the Omaha, Neb., metropolitan market to Lincoln, Neb.-based West Gate Bank. Pursuant to the purchase and assumption agreement, the Bank sold branch deposits of approximately $56 million and substantially all branch-related real estate, fixed assets and ATMs. The Company recorded a pre-tax gain (excluding transaction expenses of $165,000) of $7.4 million on the sale based on the contractual deposit premium and the sales price of the branch assets.
166
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
ITEM 9A.CONTROLS AND PROCEDURES.
We maintain a system of disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that is designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate. An evaluation of our disclosure controls and procedures was carried out as of December 31, 2020, under the supervision and with the participation of our principal executive officer, principal financial officer and several other members of our senior management. Our principal executive officer and principal financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Act is (i) accumulated and communicated to our management (including the principal executive officer and principal financial officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The annual report of management on the effectiveness of internal control over financial reporting and the attestation report thereon issued by our independent registered public accounting firm are set forth below under "Management’s Report on Internal Control Over Financial Reporting" and "Report of the Independent Registered Public Accounting Firm."
We do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
The management of Great Southern Bancorp, Inc. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
167
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment, management concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.
The Company’s internal control over financial reporting as of December 31, 2020, has been audited by BKD, LLP, an independent registered public accounting firm. Their attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 is set forth below.
168
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Great Southern Bancorp, Inc.
Springfield, Missouri
Opinion on the Internal Control over Financial Reporting
We have audited Great Southern Bancorp, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated March 5, 2021, expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion Limitations of Internal Control over Financial Reporting
169
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
/s/BKD, LLP
Springfield, Missouri
March 5, 2021
170
ITEM 9B.OTHER INFORMATION.
None.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers. The information concerning our directors and executive officers and corporate governance matters required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year.
Delinquent Section 16(a) Reports. Any information concerning compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 by our directors, officers and ten percent stockholders required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year.
Code of Ethics. We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions, and to all of our other employees and our directors. A copy of our code of ethics was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2007.
ITEM 11.EXECUTIVE COMPENSATION.
The information concerning compensation and other matters required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year.
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The information concerning security ownership of certain beneficial owners and management required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year.
The following table sets forth information as of December 31, 2020 with respect to compensation plans under which shares of our common stock may be issued:
| (1) | Represents shares available for future awards under the Company’s 2018 Omnibus Incentive Plan. Awards in the form of restricted stock, restricted stock units, performance shares and performance units will reduce the number of shares available under the Company’s 2018 Omnibus Incentive Plan on a 2.5-to-1 basis. |
171
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
The information concerning certain relationships and related transactions and director independence required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information concerning principal accounting fees and services required by this item is incorporated herein by reference from our definitive proxy statement for our 2021 Annual Meeting of Stockholders, a copy of which will be filed not later than 120 days after the end of our fiscal year.
172
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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(a) |
List of Documents Filed as Part of This Report |
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(1) |
Financial Statements |
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The Consolidated Financial Statements and Independent Auditor’s Report are included in Item 8. |
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(2) |
Financial Statement Schedules |
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Inapplicable. |
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(3) |
List of Exhibits |
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Exhibits incorporated by reference below are incorporated by reference pursuant to Rule 12b-32. |
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(2) |
Plan of acquisition, reorganization, arrangement, liquidation, or succession |
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(i) |
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(ii) |
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(iii) |
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(iv) |
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(v) |
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(3) |
Articles of incorporation and Bylaws |
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(i) |
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(iA) |
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(ii) |
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(4) |
Instruments defining the rights of security holders, including indentures |
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The description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, previously filed with the Commission (File no. 000-18082) as Exhibit 4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020, is incorporated herein by reference. The Registrant hereby agrees to furnish the SEC upon request, copies of the instruments defining the rights of the holders of each other issue of the Registrant's long-term debt. |
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(9) |
Voting trust agreement |
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Inapplicable. |
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(10) |
Material contracts |
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174
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(13) |
Annual report to security holders, Form 10-Q or quarterly report to security holders |
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Inapplicable. |
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(14) |
Code of Ethics |
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(16) |
Letter re change in certifying accountant |
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Inapplicable. |
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(18) |
Letter re change in accounting principles |
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Inapplicable. |
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(21) |
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A list of the Registrant’s subsidiaries is attached hereto as Exhibit 21. |
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(22) |
Published report regarding matters submitted to vote of security holders |
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Inapplicable. |
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(23) |
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The consent of BKD, LLP to the incorporation by reference into the Registration Statements on Form S-3 (File no. 333-237548) and Form S-8 (File nos. 333-106190, 333-189497 and 333-225665) previously filed with the Commission of their reports included in this Form 10-K, is attached hereto as Exhibit 23. |
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(24) |
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(31.1) |
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Attached as Exhibit 31.1 |
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(31.2) |
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Attached as Exhibit 31.2 |
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(32) |
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) |
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Attached as Exhibit 32. |
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(101) |
Attached as Exhibit 101 are the following financial statements from the Great Southern Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated statements of financial condition, (ii) consolidated statements of income, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements. |
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(104) |
Cover Page Interactive Data File formatted in Inline XBRL (contained in Exhibit 101). |
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* Management contract or compensatory plan or arrangement. |
ITEM 16.FORM 10-K SUMMARY
None.
177
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GREAT SOUTHERN BANCORP, INC. |
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Date: March 5, 2021 |
By: |
/s/ Joseph W. Turner |
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Joseph W. Turner |
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President, Chief Executive Officer and |
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Director |
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(Duly Authorized Representative) |
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178
POWER OF ATTORNEY
We, the undersigned officers and directors of Great Southern Bancorp, Inc., hereby severally and individually constitute and appoint Joseph W. Turner and Rex A. Copeland, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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Signature |
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Capacity in Which Signed |
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Date |
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/s/ Joseph W. Turner |
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President, Chief Executive Officer and Director |
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March 5, 2021 |
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Joseph W. Turner |
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(Principal Executive Officer) |
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/s/ William V. Turner |
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Chairman of the Board |
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March 5, 2021 |
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William V. Turner |
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/s/ Rex A. Copeland |
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Treasurer (Principal Financial Officer and |
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March 5, 2021 |
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Rex A. Copeland |
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Principal Accounting Officer) |
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/s/ Kevin R. Ausburn |
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Director |
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March 5, 2021 |
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Kevin R. Ausburn |
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/s/ Julie T. Brown |
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Director |
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March 5, 2021 |
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Julie T. Brown |
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/s/ Thomas J. Carlson |
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Director |
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March 5, 2021 |
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Thomas J. Carlson |
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/s/ Larry D. Frazier |
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Director |
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March 5, 2021 |
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Larry D. Frazier |
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/s/ Debra M. Hart |
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Director |
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March 5, 2021 |
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Debra M. Hart |
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/s/ Douglas M. Pitt |
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Director |
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March 5, 2021 |
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Douglas M. Pitt |
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/s/ Earl A. Steinert, Jr. |
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Director |
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March 5, 2021 |
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Earl A. Steinert, Jr. |
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179
Exhibit 10.7
Current Named Executive Officer Salary and Bonus Arrangements for 2021
Base Salaries
The base salaries for 2021 for the following executive officers of Great Southern Bancorp, Inc. (the "Company") and Great Southern Bank (the "Bank") currently are as follows:
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Name and Title |
Base Salary |
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William V. Turner |
$200,000 |
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Chairman of the Board of |
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the Company and the Bank |
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Joseph W. Turner |
$387,656 |
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President and Chief |
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Executive Officer of the |
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Company and the Bank |
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Rex A. Copeland |
$364,238 |
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Treasurer of the Company |
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and Senior Vice President and |
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Chief Financial Officer of the Bank |
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Kevin L. Baker |
$339,338 |
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Vice President and Chief |
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Credit Officer of the Bank |
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John M. Bugh |
$338,297 |
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Vice President and Chief |
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Lending Officer of the Bank |
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Douglas W. Marrs |
$201,097 |
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Secretary of the Company and |
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Secretary, Vice President – Operations |
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of the Bank |
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Linton J. Thomason |
$189,156 |
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Vice President–Information Services |
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of the Bank |
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Description of Bonus Arrangements
Pursuant to his employment agreement with the Company, Mr. Joseph W. Turner is entitled to an annual cash bonus equal to one percent of the Company's fiscal year pre-tax earnings. Mr. William V. Turner is not entitled to an annual cash bonus pursuant to his employment agreement. For certain executive officers whose bonus arrangements are not governed by contract, the Company has maintained an incentive bonus arrangement under which the officers may earn a cash bonus of up to 17.85% of the officer's annual base salary, with up to 9.35% based on the extent to which the Company achieves targeted earnings per share results and up to 8.50% based on the officer's individual performance.
Exhibit 10.8
Current Director Fee Arrangements
Directors of Great Southern Bancorp, Inc. ("Bancorp") receive a monthly fee of $1,500 per regular monthly meeting attended, which is the only compensation paid to directors by Bancorp, except for stock options which may be granted in the discretion of the Board of Directors under Bancorp's 2018 Omnibus Incentive Plan. Directors of Great Southern Bank receive a monthly fee of $3,000 per regular monthly meeting attended. The directors of Bancorp and the directors of the Bank are the same individuals. The directors of Bancorp and its subsidiaries serving on the Audit Committee are paid a fee of $300 per meeting attended, except for the chairman of the Audit Committee, who is paid a fee of $350 per meeting attended. Director Brown serves on the Bank’s Compliance Committee and is paid a fee of $300 per meeting attended. The directors of Bancorp and its subsidiaries are not reimbursed for their costs incurred in attending Board and committee meetings.
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
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Parent |
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Subsidiary |
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Percentage of
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State of
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Great Southern Bancorp, Inc. |
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Great Southern Bank |
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100% |
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Missouri |
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Great Southern Bancorp, Inc. |
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Great Southern Capital Trust II |
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100% |
(1) |
Delaware |
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Great Southern Bank |
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Great Southern Real Estate Development Corporation |
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100% |
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Missouri |
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Great Southern Bank |
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Great Southern Community Development Company, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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Great Southern Financial Corporation |
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100% |
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Missouri |
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Great Southern Bank |
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GS, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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GSSC, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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GSTC Investments, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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GSRE Holding, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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GSRE Holding II, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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GSRE Holding III, L.L.C. |
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100% |
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Missouri |
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Great Southern Bank |
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VFP Conclusion Holding, L.L.C. |
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50% |
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Missouri |
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Great Southern Bank |
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VFP Conclusion Holding II, L.L.C. |
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50% |
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Missouri |
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Great Southern Bank |
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GSB One, L.L.C. |
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100% |
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Missouri |
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GSB One, L.L.C. |
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GSB Two, L.L.C. |
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89% |
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Missouri |
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GSRE Holding, L.L.C. |
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GSRE Management, L.L.C. |
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100% |
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Missouri |
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Great Southern Community Development Company, L.L.C. |
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Great Southern CDE, L.L.C. |
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100% |
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Missouri |
(1) Reflects ownership of 100% of the common securities of the trust.
Exhibit 23
Consent of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Great Southern Bancorp, Inc.
Springfield, Missouri
We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-237548) and Form S-8 (Nos. 333-106190, 333-189497 and 333-225665) of our report dated March 5, 2021, on our audits of the consolidated financial statements of Great Southern Bancorp, Inc. as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, included in the Annual Report on Form 10-K of Great Southern Bancorp, Inc. for the year ended December 31, 2020. We also consent to the incorporation by reference of our report dated March 5, 2021, on our audit of the internal control over financial reporting of Great Southern Bancorp, Inc. as of December 31, 2020, which report is included in the Annual Report on Form 10-K of Great Southern Bancorp, Inc. for the year ended December 31, 2020.
/s/BKD, LLP
Springfield, Missouri
March 5, 2021
Exhibit 31.1
CERTIFICATIONS
I, Joseph W. Turner, certify that:
1. I have reviewed this annual report on Form 10-K of Great Southern Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 5, 2021 |
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/s/ Joseph W. Turner |
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Joseph W. Turner |
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President and Chief Executive Officer |
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Exhibit 31.2
CERTIFICATIONS
I, Rex A. Copeland, certify that:
1. I have reviewed this annual report on Form 10-K of Great Southern Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 5, 2021 |
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/s/ Rex A. Copeland |
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Rex A. Copeland |
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Treasurer |
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Exhibit 32
SECTION 1350 CERTIFICATIONS
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of GREAT SOUTHERN BANCORP, INC. (the "Company") that the annual report of the Company on Form 10-K for the year ended December 31, 2020 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.
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Dated: March 5, 2021 |
/s/ Joseph W. Turner |
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Joseph W. Turner |
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President and Chief Executive Officer |
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Dated: March 5, 2021 |
/s/ Rex A. Copeland |
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Rex A. Copeland |
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Treasurer |