SOUTHERN MISSOURI BANCORP, INC. - Quarter Report: 2007 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
quarterly period ended December 31,
2007
OR
___
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from to
Commission
file number 0-23406
Southern
Missouri Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
Missouri | 43-1665523 | |
(State or jurisdiction of incorporation) | (IRS employer id. no.) |
531
Vine
Street Poplar Bluff,
MO 63901
(Address
of principal executive
offices) (Zip
code)
(573)
778-1800
Registrant's
telephone number, including area code
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
__X__
No _____
Indicate
by check mark whether the registrant is a shell corporation (as defined in
Rule
12 b-2 of the Exchange Act)
Yes
_____ No
__X__
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check
one):
Large
accelerated filer _____
Accelerated
filer _____ Non-accelerated
filer _____ Smaller
reporting company __X__
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
Class
Outstanding
at February 12,
2008
Common
Stock, Par Value
$.01
2,234,633 Shares
SOUTHERN
MISSOURI BANCORP, INC.
FORM
10-Q
INDEX
PART
I.
|
Financial
Information
|
PAGE
NO.
|
Item
1.
|
Consolidated
Financial Statements
|
|
- Consolidated
Balance Sheets
|
3
|
|
- Consolidated
Statements of Income and
|
4
|
|
Comprehensive
Income
|
||
- Consolidated
Statements of Cash Flows
|
5
|
|
- Notes
to Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
18
|
Item
4.
|
Controls
and Procedures
|
20
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
21
|
Item
1a.
|
Risk
Factors
|
22
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
|
Item
3.
|
Defaults
upon Senior Securities
|
22
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
22
|
Item
5.
|
Other
Information
|
22
|
Item
6.
|
Exhibits
|
22
|
- Signature
Page
|
23
|
|
- Certifications
|
24
|
|
PART
I: Item
1: Consolidated Financial Statements
SOUTHERN
MISSOURI BANCORP, INC.
CONSOLIDATED
BALANCE SHEETS
DECEMBER
31, 2007 AND JUNE 30, 2007
December
31, 2007
|
June
30, 2007
|
|||||||
(unaudited)
|
||||||||
Cash
and cash equivalents
|
$ | 9,119,182 | $ | 7,330,966 | ||||
Available
for sale securities
|
38,144,022 | 34,883,588 | ||||||
Stock
in FHLB of Des Moines
|
3,058,400 | 3,070,600 | ||||||
Loans
receivable, net of allowance for loan losses of
$2,851,624
and $2,537,659 at December 31, 2007
and
June 30, 2007, respectively
|
||||||||
319,671,660 | 312,062,967 | |||||||
Accrued
interest receivable
|
2,755,270 | 2,248,064 | ||||||
Premises
and equipment, net
|
8,422,236 | 8,650,673 | ||||||
Bank
owned life insurance – cash surrender value
|
7,136,297 | 6,998,565 | ||||||
Intangible
assets, net
|
1,965,531 | 2,093,160 | ||||||
Prepaid
expenses and other assets
|
2,352,758 | 2,588,212 | ||||||
Total
assets
|
$ | 392,625,356 | $ | 379,926,795 | ||||
Deposits
|
$ | 274,146,495 | $ | 270,088,096 | ||||
Securities
sold under agreements to repurchase
|
22,807,504 | 17,758,364 | ||||||
Advances
from FHLB of Des Moines
|
56,500,000 | 54,000,000 | ||||||
Accounts
payable and other liabilities
|
765,511 | 742,816 | ||||||
Accrued
interest payable
|
1,458,132 | 1,406,280 | ||||||
Subordinated
debt
|
7,217,000 | 7,217,000 | ||||||
Total
liabilities
|
362,894,642 | 351,212,556 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Preferred
stock, $.01 par value; 500,000 shares
authorized;
none issued or outstanding
|
- | - | ||||||
Common
stock, $.01 par value; 4,000,000 shares authorized;
2,957,226
shares issued
|
29,572 | 29,572 | ||||||
Additional
paid-in capital
|
17,425,959 | 17,389,156 | ||||||
Retained
earnings
|
25,880,996 | 24,634,854 | ||||||
Treasury
stock of 790,044 shares at December 31, 2007, and
743,250
shares at June 30, 2007, at cost
|
(13,685,841 | ) | (12,990,541 | ) | ||||
Accumulated
other comprehensive income (loss)
|
80,028 | (348,802 | ) | |||||
Total
stockholders’ equity
|
29,730,714 | 28,714,239 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 392,625,356 | $ | 379,926,795 |
See
Notes
to Consolidated Financial Statements
3
SOUTHERN
MISSOURI BANCORP, INC
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR
THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2007 AND 2006
(Unaudited)
Three
months ended
|
Six
months ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
INTEREST
INCOME:
|
||||||||||||||||
Loans
|
$ | 5,919,541 | $ | 5,342,768 | $ | 11,830,850 | $ | 10,554,246 | ||||||||
Investment
securities
|
289,080 | 303,952 | 578,567 | 617,635 | ||||||||||||
Mortgage-backed
securities
|
156,160 | 141,820 | 281,226 | 292,042 | ||||||||||||
Other
interest-earning assets
|
12,460 | 13,678 | 19,228 | 24,580 | ||||||||||||
Total
interest income
|
6,377,241 | 5,802,218 | 12,709,871 | 11,488,503 | ||||||||||||
INTEREST
EXPENSE:
|
||||||||||||||||
Deposits
|
2,476,505 | 2,259,681 | 5,002,636 | 4,401,013 | ||||||||||||
Securities
sold under agreements to repurchase
|
207,435 | 123,283 | 399,986 | 247,054 | ||||||||||||
Advances
from FHLB of Des Moines
|
768,463 | 855,501 | 1,600,462 | 1,637,528 | ||||||||||||
Subordinated
debt
|
153,627 | 150,045 | 304,142 | 300,264 | ||||||||||||
Total
interest expense
|
3,606,030 | 3,388,510 | 7,307,226 | 6,585,859 | ||||||||||||
NET
INTEREST INCOME
|
2,771,211 | 2,413,708 | 5,402,645 | 4,902,644 | ||||||||||||
PROVISION
FOR LOAN LOSSES
|
90,000 | 95,000 | 200,000 | 220,000 | ||||||||||||
NET
INTEREST INCOME AFTER
|
||||||||||||||||
PROVISION
FOR LOAN LOSSES
|
2,681,211 | 2,318,708 | 5,202,645 | 4,682,644 | ||||||||||||
NONINTEREST
INCOME:
|
||||||||||||||||
Customer
service charges
|
318,479 | 298,602 | 622,070 | 614,753 | ||||||||||||
Late
charges on loans
|
32,471 | 31,344 | 65,895 | 62,578 | ||||||||||||
Increase
in cash surrender value of bank owned life insurance
|
69,181 | 65,723 | 137,732 | 130,323 | ||||||||||||
Gain
on sale of available for sale securities
|
6,084 | - | 6,084 | - | ||||||||||||
Other
|
175,822 | 152,802 | 357,815 | 317,998 | ||||||||||||
Total
noninterest income
|
602,037 | 548,471 | 1,189,596 | 1,125,652 | ||||||||||||
NONINTEREST
EXPENSE:
|
||||||||||||||||
Compensation
and benefits
|
1,083,434 | 1,002,550 | 2,148,840 | 1,987,830 | ||||||||||||
Occupancy
and equipment, net
|
378,058 | 332,007 | 751,026 | 672,982 | ||||||||||||
DIF
deposit insurance premium
|
7,790 | 7,879 | 15,016 | 15,947 | ||||||||||||
Professional
fees
|
90,119 | 44,970 | 129,410 | 85,494 | ||||||||||||
Advertising
|
52,159 | 64,854 | 99,382 | 122,133 | ||||||||||||
Postage
and office supplies
|
65,176 | 78,556 | 137,188 | 147,789 | ||||||||||||
Amortization
of intangible assets
|
63,814 | 63,814 | 127,628 | 127,629 | ||||||||||||
Other
|
237,392 | 208,193 | 465,779 | 439,989 | ||||||||||||
Total
noninterest expense
|
1,977,942 | 1,802,823 | 3,874,269 | 3,599,793 | ||||||||||||
INCOME
BEFORE INCOME TAXES
|
1,305,306 | 1,064,356 | 2,517,972 | 2,208,503 | ||||||||||||
INCOME
TAXES
|
432,441 | 340,753 | 831,921 | 745,153 | ||||||||||||
NET
INCOME
|
872,865 | 723,603 | 1,686,051 | 1,463,350 | ||||||||||||
OTHER
COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||||||||||
Unrealized
gains on available for sale securities,
net
of income taxes
|
260,727 | 125,935 | 428,830 | 401,241 | ||||||||||||
Adjustment
for gains included in net income
|
(6,084 | ) | - | (6,084 | ) | - | ||||||||||
Total
other comprehensive income
|
254,643 | 125,935 | 422,746 | 401,241 | ||||||||||||
COMPREHENSIVE
INCOME
|
$ | 1,127,508 | $ | 849,538 | $ | 2,108,797 | $ | 1,864,591 | ||||||||
Basic
earnings per common share
|
$ | 0.40 | $ | 0.32 | $ | 0.77 | $ | 0.66 | ||||||||
Diluted
earnings per common share
|
$ | 0.39 | $ | 0.32 | $ | 0.76 | $ | 0.65 | ||||||||
Dividends
per common share
|
$ | 0.10 | $ | 0.09 | $ | 0.20 | $ | 0.18 |
See
Notes
to Consolidated Financial Statements
4
SOUTHERN
MISSOURI BANCORP, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTH PERIODS ENDED DECEMBER 31, 2007 AND 2006 (Unaudited)
Six
months ended
|
||||||||
December
31,
|
||||||||
2007
|
2006
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
income
|
$ | 1,686,051 | $ | 1,463,350 | ||||
Items
not requiring (providing) cash:
|
||||||||
Depreciation
|
335,722 | 332,140 | ||||||
MRP
and SOP expense
|
36,803 | 32,126 | ||||||
Net
realized gains on sale of available for sale securities
|
(6,084 | ) | - | |||||
(Gain)
on sale of foreclosed assets
|
(20,203 | ) | (3,116 | ) | ||||
Amortization
of intangible assets
|
127,629 | 127,629 | ||||||
Increase
in cash surrender value of bank owned life insurance
|
(137,732 | ) | (130,323 | ) | ||||
Provision
for loan losses
|
200,000 | 220,000 | ||||||
Net
amortization (accretion) of premiums and discounts on
securities
|
(8,075 | ) | (3,749 | ) | ||||
Deferred
income taxes
|
(39,000 | ) | (35,000 | ) | ||||
Changes
in:
|
||||||||
Accrued
interest receivable
|
(507,206 | ) | (164,496 | ) | ||||
Prepaid
expenses and other assets
|
17,451 | 12,649 | ||||||
Accounts
payable and other liabilities
|
22,695 | 915,432 | ||||||
Accrued
interest payable
|
51,852 | 406,692 | ||||||
Net
cash provided by operating activities
|
1,759,903 | 3,173,334 | ||||||
Cash
flows from investing activities:
|
||||||||
Net
increase in loans
|
(8,152,812 | ) | (12,698,283 | ) | ||||
Proceeds
from sales of available for sale securities
|
233,500 | - | ||||||
Proceeds
from maturities of available for sale securities
|
9,454,374 | 3,970,143 | ||||||
Net
redemptions (purchases) of Federal Home Loan Bank stock
|
12,200 | (688,700 | ) | |||||
Purchases
of available-for-sale securities
|
(12,253,467 | ) | (2,123,500 | ) | ||||
Purchases
of premises and equipment
|
(107,285 | ) | (134,368 | ) | ||||
Proceeds
from sale of foreclosed assets
|
369,472 | 18,663 | ||||||
Net
cash used in investing activities
|
(10,444,018 | ) | (11,656,045 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Net
decrease in demand deposits and savings accounts
|
(5,316,531 | ) | (6,955,031 | ) | ||||
Net
increase in certificates of deposits
|
9,374,930 | 331,724 | ||||||
Net
increase (decrease )in securities sold under agreements to
repurchase
|
5,049,140 | (1,161,460 | ) | |||||
Proceeds
from Federal Home Loan Bank advances
|
304,500,000 | 122,075,000 | ||||||
Repayments
of Federal Home Loan Bank advances
|
(302,000,000 | ) | (102,525,000 | ) | ||||
Dividends
paid on common stock
|
(439,908 | ) | (402,540 | ) | ||||
Purchases
of treasury stock
|
(695,300 | ) | - | |||||
Net
cash provided by financing activities
|
10,472,331 | 11,362,693 | ||||||
Increase
in cash and cash equivalents
|
1,788,216 | 2,879,982 | ||||||
Cash
and cash equivalents at beginning of period
|
7,330,966 | 6,366,608 | ||||||
Cash
and cash equivalents at end of period
|
$ | 9,119,182 | $ | 9,246,590 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Noncash
investing and financing
activities:
|
||||||||
Conversion
of loans to foreclosed real estate
|
$ | 303,369 | $ | 251,949 | ||||
Conversion
of loans to other equipment
|
40,750 | 18,128 | ||||||
Cash
paid during the period
for:
|
||||||||
Interest
(net of interest credited)
|
$ | 2,831,530 | $ | 2,666,092 | ||||
Income
taxes
|
915,683 | 732,391 |
See
Notes
to Consolidated Financial Statements
5
SOUTHERN
MISSOURI BANCORP, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note
1: Basis of
Presentation
The
accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of
Securities and Exchange Commission (SEC) Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all material adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. The consolidated balance sheet of the Company as of June
30, 2007, has been derived from the audited consolidated balance sheet of the
Company as of that date. Operating results for the six-month period
ended December 31, 2007, are not necessarily indicative of the results that
may
be expected for the entire fiscal year. For additional information,
refer to the Company’s June 30, 2007, Form 10-K, which was filed with the SEC
and the Company’s annual report, which contains the audited consolidated
financial statements for the fiscal years ended June 30, 2007 and
2006.
The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Southern Missouri Bank & Trust Co.
(SMBT or Bank). All significant intercompany accounts and
transactions have been eliminated in consolidation.
Note
2: Securities
Available
for sale securities are summarized as follows at estimated fair
value:
December
31, 2007
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
Investment
Securities:
|
||||||||||||||||
U.S.
government and federal agency obligation
|
$ | 14,235,023 | $ | 96,528 | $ | (2,107 | ) | $ | 14,329,444 | |||||||
Obligations
of state and political subdivisions
|
2,611,700 | 15,868 | (10,758 | ) | 2,616,810 | |||||||||||
Other
securities
|
1,891,323 | 66 | (9,403 | ) | 1,881,986 | |||||||||||
Mortgage-backed
securities
|
19,278,978 | 123,690 | (86,886 | ) | 19,315,782 | |||||||||||
Total
investments and mortgage-backed securities
|
$ | 38,017,024 | $ | 236,152 | $ | (109,154 | ) | $ | 38,144,022 |
June
30, 2007
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
Investment
Securities:
|
||||||||||||||||
U.S.
government and federal agency obligation
|
$ | 21,709,953 | $ | - | $ | (220,616 | ) | $ | 21,489,337 | |||||||
Obligations
of state and political subdivisions
|
2,015,783 | 24,276 | (24,550 | ) | 2,015,509 | |||||||||||
Other
securities
|
661,025 | - | (5,000 | ) | 656,025 | |||||||||||
Mortgage-backed
securities
|
11,050,510 | 3,845 | (331,638 | ) | 10,722,717 | |||||||||||
Total
investments and mortgage-backed securities
|
$ | 35,437,271 | $ | 28,121 | $ | (581,804 | ) | $ | 34,883,588 |
The
following table shows our investments’ 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,
2007.
Less
than 12 months
|
More
than 12 months
|
Totals
|
||||||||||||||||||||||
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
|||||||||||||||||||
Fair
Value
|
Losses
|
Fair
Value
|
Losses
|
Fair
Value
|
Losses
|
|||||||||||||||||||
Investment
Securities:
|
||||||||||||||||||||||||
U.S.
government and
federal
agency obligations
|
$ | - | $ | - | $ | 1,988,303 | $ | (2,107 | ) | $ | 1,988,303 | $ | (2,107 | ) | ||||||||||
Obligations
of state and
political
subdivisions
|
492,580 | (7,420 | ) | 258,440 | (3,338 | ) | 751,020 | (10,758 | ) | |||||||||||||||
Obligations
of state and
political
subdivisions
|
492,580 | (7,420 | ) | 258,440 | (3,338 | ) | 751,020 | (10,758 | ) | |||||||||||||||
Other
securities
|
1,440,000 | (9,403 | ) | - | - | 1,440,000 | (9,403 | ) | ||||||||||||||||
Mortgage-backed
securities
|
1,782,213 | (1,746 | ) | 4,303,242 | (85,140 | ) | 6,085,455 | (86,886 | ) | |||||||||||||||
Total
investments and
mortgage-backed
securities
|
$ | 3,714,793 | $ | (18,569 | ) | $ | 6,549,985 | $ | (90,585 | ) | $ | 10,264,778 | $ | (109,154 | ) | |||||||||
6
The
following table shows our investments’ 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 June 30,
2007.
Less
than 12 months
|
More
than 12 months
|
Totals
|
||||||||||||||||||||||
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
|||||||||||||||||||
Fair
Value
|
Losses
|
Fair
Value
|
Losses
|
Fair
Value
|
Losses
|
|||||||||||||||||||
Investment
Securities:
|
||||||||||||||||||||||||
U.S.
government and
federal
agency obligations
|
$ | 2,949,308 | $ | (27,978 | ) | $ | 18,540,030 | $ | (192,638 | ) | $ | 21,489,338 | $ | (220,616 | ) | |||||||||
Obligations
of state and
political
subdivisions
|
988,269 | (16,152 | ) | 253,913 | (8,398 | ) | 1,242,182 | (24,550 | ) | |||||||||||||||
Obligations
of state and
political
subdivisions
|
988,269 | (16,152 | ) | 253,913 | (8,398 | ) | 1,242,182 | (24,550 | ) | |||||||||||||||
Other
securities
|
495,000 | (5,000 | ) | - | - | 495,000 | (5,000 | ) | ||||||||||||||||
Mortgage-backed
securities
|
2,125,963 | (27,702 | ) | 7,760,000 | (303,936 | ) | 9,885,963 | (331,638 | ) | |||||||||||||||
Total
investments and
mortgage-backed
securities
|
$ | 6,558,540 | $ | (76,832 | ) | $ | 26,553,943 | $ | (504,972 | ) | $ | 33,112,483 | $ | (581,804 | ) | |||||||||
Note
3: Loans
Loans
are
summarized as follows:
December
31,
|
June
30,
|
|||||||
2007
|
2007
|
|||||||
Real
Estate Loans:
|
||||||||
Conventional
|
$ | 142,248,552 | $ | 135,287,992 | ||||
Construction
|
13,383,356 | 7,981,390 | ||||||
Commercial
|
82,310,646 | 77,723,332 | ||||||
Consumer
loans
|
19,732,522 | 19,416,309 | ||||||
Commercial
loans
|
72,519,972 | 76,053,308 | ||||||
330,195,048 | 316,462,331 | |||||||
Loans
in process
|
(7,738,611 | ) | (1,913,191 | ) | ||||
Deferred
loan fees, net
|
66,847 | 51,486 | ||||||
Allowance
for loan losses
|
(2,851,624 | ) | (2,537,659 | ) | ||||
Total
loans
|
$ | 319,671,660 | $ | 312,062,967 |
Note
4: Deposits
Deposits
are summarized as follows:
December
31,
|
June
30,
|
|||||||
2007
|
2007
|
|||||||
Non-interest
bearing accounts
|
$ | 21,852,455 | $ | 22,275,977 | ||||
NOW
accounts
|
31,643,050 | 31,122,878 | ||||||
Money
market deposit accounts
|
5,189,022 | 7,211,517 | ||||||
Savings
accounts
|
75,517,665 | 78,908,351 | ||||||
Certificates
|
139,944,303 | 130,569,373 | ||||||
Total
deposits
|
$ | 274,146,495 | $ | 270,088,096 |
Note
5: Earnings
Per Share
Basic
and
diluted earnings per share are based upon the weighted-average shares
outstanding. The following table summarizes basic and diluted
earnings per common share for the three month periods ended December 31, 2007
and 2006.
Three
months ended
|
Six
months ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
income
|
$ | 872,865 | $ | 723,603 | $ | 1,686,051 | $ | 1,463,350 | ||||||||
Average
Common shares – outstanding basic
|
2,170,191 | 2,228,353 | 2,184,623 | 2,228,304 | ||||||||||||
Stock
options under treasury stock method
|
40,394 | 40,832 | 40,574 | 40,420 | ||||||||||||
Average
Common share – outstanding diluted
|
2,210,585 | 2,269,185 | 2,225,197 | 2,268,724 | ||||||||||||
Basic
earnings per common share
|
$ | 0.40 | $ | 0.32 | $ | 0.77 | $ | 0.66 | ||||||||
Diluted
earnings per common share
|
$ | 0.39 | $ | 0.32 | $ | 0.76 | $ | 0.65 |
7
Note
6: Stock
Option Plans
Statement
of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based
Payment,” requires that compensation costs related to share-based payment
transactions be recognized in financial statements. With limited
exceptions, the amount of compensation cost is measured based on the grant-date
fair value of the equity instruments issued. Compensation cost is
recognized over the vesting period during which an employee provides service
in
exchange for the award.
Note
7: Employee
Stock Ownership Plan
The
Bank
established a tax-qualified ESOP in April 1994. The plan covers substantially
all employees who have attained the age of 21 and completed one year of
service. The Company’s intent is to continue the ESOP for fiscal
2008. The Company has been accruing $50,000 per quarter for ESOP
benefit expenses during this fiscal year and intends to contribute cash to
the
plan to allow the purchase of shares for allocation to participants at some
point during fiscal 2008.
Note
8: Corporate Obligated
Floating
Rate Trust Preferred Securities
Southern
Missouri Statutory Trust I issued $7.0 million of Floating Rate Capital
Securities (the “Trust Preferred Securities”) in March, 2004, with a liquidation
value of $1,000 per share. The securities are due in 30 years,
redeemable after five years and bear interest at a floating rate based on
LIBOR. The securities represent undivided beneficial interests in the
trust, which was established by the Company for the purpose of issuing the
securities. The Trust Preferred Securities were sold in a private
transaction exempt from registration under the Securities Act of 1933, as
amended (the “Act”) and have not been registered under the Act. The
securities may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Southern
Missouri Statutory Trust I used the proceeds from the sale of the Trust
Preferred Securities to purchase Junior Subordinated Debentures of the
Company. The Company has used its net proceeds for working capital
and investment in its subsidiary.
Note
9: Authorized Share
Repurchase
Program
In
June,
2007, the Board of Directors authorized and announced the open-market or
privately-negotiated stock repurchase of up to 110,000 shares of the Company’s
outstanding stock. As of December 31, 2007, a total of 46,800 shares
have been repurchased. The number of shares, as of December 31, 2007,
held as treasury stock was 790,044.
Note
10: Newly
Adopted Accounting Pronouncements
The
Company adopted the provisions of FASB Interpretation No. 48 (“FIN 48”),
“Accounting for Uncertainty in Income Taxes,” on July 1,
2007. Implementation of the new Standard did not have a material
impact on the Company’s financial statements. The Company files
income tax returns in the U.S. federal jurisdiction and the state of
Missouri. As of February 12, 2008, the open tax years under FIN 48
are 2006, 2005, and 2004. These tax years correspond to our fiscal
years ended 2007, 2006, and 2005.
8
PART
I: Item
2: Management’s Discussion and Analysis of Financial Condition
and Results of Operations
SOUTHERN
MISSOURI BANCORP, INC.
General
Southern
Missouri Bancorp, Inc. (Southern Missouri or Company) is a Missouri corporation
and owns all of the outstanding stock of Southern Missouri Bank & Trust Co.
(SMBT or the Bank). The Company’s earnings are primarily dependent on
the operations of the Bank. As a result, the following discussion
relates primarily to the operations of the Bank. The Bank’s deposit
accounts are generally insured up to a maximum of $100,000 (certain retirement
accounts are insured up to $250,000) by the Deposit Insurance Fund (DIF), which
is administered by the Federal Deposit Insurance Corporation
(FDIC). The Bank currently conducts its business through its home
office located in Poplar Bluff and eight full service branch facilities in
Poplar Bluff (2), Van Buren, Dexter, Kennett, Doniphan, Sikeston, and Qulin,
Missouri.
The
significant accounting policies followed by Southern Missouri Bancorp, Inc.
and
its wholly-owned subsidiary for interim financial reporting are consistent
with
the accounting policies followed for annual financial reporting. All
adjustments, which are of a normal recurring nature and are in the opinion
of
management necessary for a fair statement of the results for the periods
reported, have been included in the accompanying consolidated condensed
financial statements.
The
consolidated balance sheet of the Company as of June 30, 2007, has been derived
from the audited consolidated balance sheet of the Company as of that
date. Certain information and note disclosures normally included in
the Company’s annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company’s Form 10-K annual report filed with the
Securities and Exchange Commission.
Management’s
discussion and analysis of financial condition and results of operations is
intended to assist in understanding the financial condition and results of
operations of the Company. The information contained in this section
should be read in conjunction with the unaudited consolidated financial
statements and accompanying notes. The following discussion reviews
the Company’s consolidated financial condition at December 31, 2007, and the
results of operations for the three- and six-month periods ended December 31,
2007 and 2006, respectively.
Forward
Looking
Statements
This
document, including information incorporated by reference, contains
forward-looking statements about the Company and its subsidiaries which we
believe are within the meaning of the Private Securities Litigation Reform
Act
of 1995. These forward-looking statements may include, without
limitation, statements with respect to anticipated future operating and
financial performance, growth opportunities, interest rates, cost savings and
funding advantages expected or anticipated to be realized by
management. Words such as “may,” “could,” “should,” “would,”
“believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar
expressions are intended to identify these forward-looking
statements. Forward-looking statements by the Company and its
management are based on beliefs, plans, objectives, goals, expectations,
anticipations, estimates and intentions of management and are not guarantees
of
future performance. The important factors we discuss below, as well
as other factors discussed under the caption “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and identified in our
filings with the SEC and those presented elsewhere by our management from time
to time, could cause actual results to differ materially from those indicated
by
the forward-looking statements made in this document:
·
|
the
strength of the United States economy in general and the strength
of the
local economies in which we conduct
operations;
|
·
|
the
strength of the real estate market in the local economies in which
we
conduct operations;
|
·
|
the
effects of, and changes in, trade, monetary and fiscal policies and
laws,
including interest rate policies of the Federal Reserve
Board;
|
·
|
inflation,
interest rate, market and monetary
fluctuations;
|
·
|
the
timely development of and acceptance of our new products and services
and
the perceived overall value of these products and services by users,
including the features, pricing and quality compared to competitors'
products and services;
|
·
|
the
willingness of users to substitute our products and services for
products
and services of our competitors;
|
·
|
the
impact of changes in financial services' laws and regulations (including
laws concerning taxes, banking, securities and
insurance);
|
·
|
the
impact of technological changes;
|
·
|
acquisitions;
|
9
·
|
changes
in consumer spending and saving habits;
and
|
·
|
our
success at managing the risks involved in the
foregoing.
|
The
Company disclaims any obligation to update or revise any forward-looking
statements based on the occurrence of future events, the receipt of new
information, or otherwise.
Critical
Accounting
Policies
Generally
accepted accounting principles are complex and require management to apply
significant judgments to various accounting, reporting and disclosure
matters. Management of the Company must use assumptions and estimates
to apply these principles where actual measurement is not possible or
practical. For a complete discussion of the Company’s significant
accounting policies, see “Notes to the Consolidated Financial Statements” in the
Company’s 2007 Annual Report. Certain policies are considered
critical because they are highly dependent upon subjective or complex judgments,
assumptions and estimates. Changes in such estimates may have a
significant impact on the financial statements. Management has
reviewed the application of these policies with the Audit Committee of the
Company’s Board of Directors. For a discussion of applying critical
accounting policies, see “Critical Accounting Policies” beginning on page 11 in
the Company’s 2007 Annual Report.
Executive
Summary
Our
results of operations depend primarily on our net interest margin, which is
directly impacted by the interest rate environment. The net interest
margin represents interest income earned on interest-earning assets (primarily
mortgage loans, commercial loans and the investment portfolio), less interest
expense paid on interest-bearing liabilities (primarily certificates of deposit,
savings, interest-bearing demand accounts and borrowed funds), as a percentage
of average interest-earning assets. Net interest margin is directly
impacted by the spread between long-term interest rates and short-term interest
rates, as our interest-earning assets, particularly those with initial terms
to
maturity or repricing greater than one year, generally price off longer term
rates while our interest-bearing liabilities generally price off shorter term
interest rates.
Our
net interest income is also impacted
by the shape of the market yield curve. A steep yield curve – in
which the difference in interest rates between short term and long term periods
is relatively large – could be beneficial to our net interest income, as the
interest rate spread between our additional interest-earning assets and
interest-bearing liabilities would be larger. Conversely, a flat or
flattening yield curve, in which the difference in rates between short term
and
long term periods is relatively small or shrinking, or an inverted yield curve,
in which short term rates exceed long term rates, could have an adverse impact
on our net interest income, as our interest rate spread could
decrease.
Our
results of operations may also be affected significantly by general and local
economic and competitive conditions, particularly those with respect to changes
in market interest rates, government policies and actions of regulatory
authorities.
During
the first six months of fiscal
2008, we grew our balance sheet by $12.7 million, which was consistent with
the
Company’s growth strategies. This additional growth reflected a
$7.6 million increase in total net loans, a $3.3million
increase in investments, a
$4.1million
increase
in deposits, and a $7.5 million
increase in borrowed funds. The growth in loans was primarily due to
residential and commercial real estate loan originations. The
increase in borrowed funds was primarily in the form of securities sold under
agreements to
repurchase, and
was used primarily
to
fund loan and investment
growth.
Our
net income for the second quarter of
fiscal 2008 increased 20.6% to $873,000, as compared to $724,000 earned during
the same period of the prior year. The increase in net income
compared to the year-ago period was primarily due to a 14.8% increase in net
interest income and a 9.8% increase in non-interest income, partially offset
by
a 9.7% increase in non-interest expense. Diluted earnings per share
for the second quarter of fiscal
2008 were $0.39, as compared to $0.32 for the second quarter of fiscal
2007. For the first six months of fiscal 2008, net income increased
15.2% to $1.69 million, as compared to $1.46 million earned during the same
period of the prior year. The increase in net income compared to the
year-ago period was primarily due to a 10.2% increase in net interest income
and
a 5.7% increase in non-interest income, partially offset by a 7.6% increase
in
non-interest expense. For both the three- and six-month
periods
ended December 31, 2007, our growth in net interest income was derived primarily
from growth in our average balances of interest-earning assets, and secondarily
from an increased net interest margin.
Short-term
market interest rates
declined during the first six months of fiscal 2008, following increases during
the previous two fiscal years. After two years of increases left the overnight
lending rate at 5.25% in June 2006, the Federal Open Market Committee of the
Federal Reserve Bank (FOMC) held the rate steady until September 2007, when
it
cut rates by 50 basis points, to 4.75%, and then followed with 25 basis point
cuts at its October and December meetings. From July 1 to December
31, 2007, rates on short term treasuries declined based on investor expectations
regarding short-term monetary policy. At July 1, 2007,
the six-month treasury bill, two-year treasury note, and ten-year treasury
bond
each yielded about 5%; six months later, the yield was off approximately 150
basis points on the six-month bill, and 200 basis points on the two-year note,
while the ten-
10
year
bond yield had declined about 100
basis points. The result was a generally steepened
yield curve. In this rate environment,
our net interest margin increased 20 basis points when comparing the second
quarter of fiscal 2008 with the corresponding period in fiscal 2007; comparing
the first six months of fiscal 2008 to the corresponding period in fiscal 2007,
our margin increased eight basis points. Subsequent to the quarter
end, the FOMC cut rates by 125 basis points in two separate actions during
the
month of January. The Company expects rate cuts to date to have a
positive impact on our results of operations, but additional rate cuts may
bring
the short end of the yield curve to a point at which we cannot maintain our
historical pricing margins on deposit products, which may have a negative impact
on operating results.
The
Company’s net income is also
affected by the level of non-interest income and operating
expenses. Non-interest income consists primarily of service charges,
ATM and loan fees, and other general operating income. Operating
expenses consist primarily of salaries and employee benefits, occupancy-related
expenses, postage, insurance, advertising, professional fees, office expenses,
and other general operating expenses. During the three- and six-month
periods ended December 31, 2007, non-interest income increased 9.8% and 5.7%,
respectively, compared to the same periods of the prior fiscal year, primarily
due to increased debit card and ATM transaction fee income, loan fee
collections, and income from NSF charges. Non-interest expense
increased during the three- and six-month periods ended December 31, 2007,
by
9.7% and 7.6%, respectively, compared to the same periods of the prior fiscal
year, primarily in the categories of compensation and benefits, occupancy
expenses, accounting services, and ATM network expenses, as well as charges
to
amortize the Company’s investments in tax credits, partially offset by lower
advertising and supplies expenses.
We
expect
to continue to grow our assets modestly through the origination and occasional
purchase of loans, and purchases of investment securities. The
primary funding for our asset growth is expected to come from retail deposits,
short- and long-term FHLB borrowings, and, as needed, brokered certificates
of
deposit. We intend to grow deposits by offering desirable deposit
products for our existing customers and by attracting new depository
relationships. We will continue to explore branch expansion
opportunities in market areas that we believe present attractive opportunities
for our strategic business model.
Comparison
of Financial
Condition at December 31, 2007, and June 30, 2007
The
Company’s total assets increased by $12.7 million, or 3.3%, to $392.6 million at
December 31, 2007, as compared to $379.9 million at June 30,
2007. Loans, net of the allowance for loan losses, increased $7.6
million, or 2.4%, to $319.7 million, as compared to $312.1 million at June
30,
2007. Residential real estate loans grew by $7.0
million. The Company continues to focus on origination of commercial
loans. Commercial real estate loan balances grew by $4.6 million,
while commercial operating lines were down $3.5 million, due mostly to seasonal
agricultural loan paydowns. Investment balances increased by $3.2
million, or 9.3%, to $38.1 million, as compared to $34.9 million at June 30,
2007. Cash and cash equivalent balances increased $1.8 million, or
24.4%, to $9.1 million, as compared to $7.3 million at June 30,
2007.
Asset
growth during the first six months of fiscal 2008 has been funded primarily
with
securities sold under agreements to repurchase. At December 31, 2007,
repurchase agreements totaled $22.8 million, an increase of $5.0 million, or
28.4%, compared to $17.8 million at June 30, 2007. The increase was
attributed primarily to a single significant relationship, and growth was not
expected to continue for the remainder of the fiscal year. FHLB
advances totaled $56.5 million at December 31, 2007, compared to $54.0 million
at June 30, 2007, an increase of $2.5 million, or 4.6%. Deposits
increased $4.1 million, or 1.5%, to $274.1 million at December 31, 2007, as
compared to $270.1 million at June 30, 2007. The increase in deposits
was primarily due to a $9.4 million increase in certificate of deposit balances,
partially offset by a combined $4.9 million decrease in money market savings
and
money market deposit accounts.
Total
stockholders’ equity increased $1.0 million, or 3.5%, to $29.7 million at
December 31, 2007, as compared to $28.7 million at June 30, 2007. The
increase was primarily due to retention of net income and an increase in the
market value of the available-for-sale investment portfolio, partially offset
by
purchases of treasury stock and cash dividends paid.
Average
Balance Sheet for
the Three and Six Months Ended December 31, 2007 and 2006
The
tables on the following pages present certain information regarding Southern
Missouri Bancorp, Inc.’s financial condition and net interest income for the
three- and six-month periods ending December 31, 2007 and 2006. The
tables present the annualized average yield on interest-earning assets and
the
annualized average cost of interest-bearing liabilities. We derived
the yields and costs by dividing annualized income or expense by the average
balance of interest-earning assets and interest-bearing liabilities,
respectively, for the periods shown. Yields on tax-exempt obligations
were not computed on a tax equivalent basis.
11
Three
months ended
December
31, 2007
|
Three
months ended
December
31, 2006
|
|||||||||||||||||||||||
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
|||||||||||||||||||
Interest
earning assets:
|
||||||||||||||||||||||||
Mortgage
loans (1)
|
$ | 232,410,132 | $ | 4,150,302 | 7.14 | $ | 205,827,925 | $ | 3,575,735 | 6.95 | ||||||||||||||
Other
loans (1)
|
86,354,079 | 1,769,239 | 8.20 | 87,000,795 | 1,767,033 | 8.12 | ||||||||||||||||||
Total
net loans
|
318,764,211 | 5,919,541 | 7.43 | 292,828,720 | 5,342,768 | 7.30 | ||||||||||||||||||
Mortgage-backed
securities
|
13,919,968 | 156,160 | 4.49 | 12,933,578 | 141,820 | 4.39 | ||||||||||||||||||
Investment
securities (2)
|
25,771,074 | 289,080 | 4.49 | 28,527,927 | 308,464 | 4.33 | ||||||||||||||||||
Other
interest earning assets
|
4,016,624 | 12,460 | 1.24 | 3,595,502 | 9,166 | 1.02 | ||||||||||||||||||
Total
interest earning assets (1)
|
362,471,877 | 6,377,241 | 7.04 | 337,885,727 | 5,802,218 | 6.87 | ||||||||||||||||||
Other
noninterest earning assets (3)
|
24,582,025 | - | 22,102,058 | - | ||||||||||||||||||||
Total
assets
|
$ | 387,053,902 | $ | 6,377,241 | $ | 359,987,785 | $ | 5,802,218 | ||||||||||||||||
Interest
bearing liabilities:
|
||||||||||||||||||||||||
Savings
accounts
|
$ | 76,479,426 | $ | 690,995 | 3.61 | $ | 69,325,040 | $ | 648,563 | 3.74 | ||||||||||||||
NOW
accounts
|
31,154,693 | 107,129 | 1.38 | 29,966,964 | 94,418 | 1.26 | ||||||||||||||||||
Money
market deposit accounts
|
5,720,047 | 27,237 | 1.90 | 7,179,340 | 35,534 | 1.98 | ||||||||||||||||||
Certificates
of deposit
|
138,039,043 | 1,651,144 | 4.78 | 125,086,392 | 1,481,166 | 4.74 | ||||||||||||||||||
Total
interest bearing deposits
|
251,393,209 | 2,476,505 | 3.94 | 231,557,736 | 2,259,681 | 3.90 | ||||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||
Securities
sold under agreements
to
repurchase
|
19,408,098 | 207,435 | 4.28 | 10,016,108 | 123,283 | 4.92 | ||||||||||||||||||
FHLB
advances
|
57,270,121 | 768,463 | 5.37 | 63,375,272 | 855,501 | 5.40 | ||||||||||||||||||
Subordinated
debt
|
7,217,000 | 153,627 | 8.51 | 7,217,000 | 150,045 | 8.32 | ||||||||||||||||||
Total
interest bearing liabilities
|
335,288,428 | 3,606,030 | 4.30 | 312,166,116 | 3,388,510 | 4.34 | ||||||||||||||||||
Noninterest
bearing demand deposits
|
19,996,122 | - | 17,893,678 | - | ||||||||||||||||||||
Other
noninterest bearing liabilities
|
2,328,759 | - | 2,228,475 | - | ||||||||||||||||||||
Total
liabilities
|
357,613,309 | 3,606,030 | 332,288,269 | 3,388,510 | ||||||||||||||||||||
Stockholders’
equity
|
29,440,593 | - | 27,699,516 | - | ||||||||||||||||||||
Total
liabilities and
stockholders'
equity
|
$ | 387,053,902 | $ | 3,606,030 | $ | 359,987,785 | $ | 3,388,510 | ||||||||||||||||
Net
interest income
|
$ | 2,771,211 | 2,413,708 | |||||||||||||||||||||
Interest
rate spread (4)
|
2.74 | 2.53 | ||||||||||||||||||||||
Net
interest margin (5)
|
3.06 | 2.86 | ||||||||||||||||||||||
Ratio
of average interest-earning assets
to
average interest-bearing liabilities
|
108.11 | % | 108.24 | % |
(1) Calculated
net of deferred loan fees, loan discounts and loans-in-process. Non-accrual
loans are included in average loans.
(2) Includes
FHLB stock and related cash dividends.
(3)
|
Includes
average balances for fixed assets and BOLI of $8.5 million and $7.1
million, respectively, for the three-month period ending December
31,
2007, as compared to $8.7 million and $6.8 million for the same period
of
the prior year.
|
(4)
|
Interest
rate spread represents the difference between the average rate on
interest-earning assets and the average cost of interest-bearing
liabilities.
|
(5)
|
Net
interest margin represents net interest income divided by average
interest-earning assets.
|
12
Six
months ended
December
31, 2007
|
Six
months ended
December
31, 2006
|
|||||||||||||||||||||||
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
|||||||||||||||||||
Interest
earning assets:
|
||||||||||||||||||||||||
Interest
earning assets:
|
||||||||||||||||||||||||
Mortgage
loans (1)
|
$ | 229,225,628 | $ | 8,192,990 | 7.15 | $ | 203,759,977 | $ | 7,042,182 | 6.91 | ||||||||||||||
Other
loans (1)
|
88,684,499 | 3,637,860 | 8.20 | 86,652,892 | 3,512,064 | 8.11 | ||||||||||||||||||
Total
net loans
|
317,910,127 | 11,830,850 | 7.44 | 290,412,869 | 10,554,246 | 7.27 | ||||||||||||||||||
Mortgage-backed
securities
|
12,471,177 | 281,226 | 4.51 | 13,754,502 | 292,042 | 4.25 | ||||||||||||||||||
Investment
securities (2)
|
26,368,621 | 578,567 | 4.39 | 28,257,232 | 626,664 | 4.44 | ||||||||||||||||||
Other
interest earning assets
|
3,430,637 | 19,228 | 1.12 | 3,387,753 | 15,552 | 0.92 | ||||||||||||||||||
Total
interest earning assets (1)
|
360,180,562 | 12,709,871 | 7.06 | 335,812,356 | 11,488,503 | 6.84 | ||||||||||||||||||
Other
noninterest earning assets (3)
|
23,148,557 | - | 21,652,436 | - | ||||||||||||||||||||
Total
assets
|
$ | 383,329,119 | $ | 12,709,871 | $ | 357,464,792 | $ | 11,488,503 | ||||||||||||||||
Interest
bearing liabilities:
|
||||||||||||||||||||||||
Savings
accounts
|
$ | 77,122,565 | $ | 1,448,391 | 3.76 | $ | 70,997,750 | $ | 1,331,016 | 3.75 | ||||||||||||||
NOW
accounts
|
30,540,163 | 211,171 | 1.38 | 29,493,233 | 188,871 | 1.28 | ||||||||||||||||||
Money
market accounts
|
5,800,505 | 54,937 | 1.89 | 7,712,521 | 76,890 | 1.99 | ||||||||||||||||||
Certificates
of deposit
|
135,254,993 | 3,288,137 | 4.86 | 124,161,711 | 2,804,236 | 4.52 | ||||||||||||||||||
Total
interest bearing deposits
|
248,718,226 | 5,002,636 | 4.02 | 232,165,215 | 4,401,013 | 3.79 | ||||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||
Securities
sold under agreements
to
repurchase
|
17,549,035 | 399,986 | 4.56 | 10,208,429 | 247,054 | 4.84 | ||||||||||||||||||
FHLB
advances
|
59,150,577 | 1,600,462 | 5.41 | 60,297,419 | 1,637,528 | 5.43 | ||||||||||||||||||
Subordinated
debt
|
7,217,000 | 304,142 | 8.43 | 7,217,000 | 300,264 | 8.32 | ||||||||||||||||||
Total
interest bearing liabilities
|
332,634,838 | 7,307,226 | 4.39 | 310,088,063 | 6,585,859 | 4.25 | ||||||||||||||||||
Noninterest
bearing demand deposits
|
19,287,767 | - | 18,223,453 | - | ||||||||||||||||||||
Other
noninterest bearing liabilities
|
2,184,647 | - | 1,810,100 | - | ||||||||||||||||||||
Total
liabilities
|
354,107,252 | 7,307,226 | 330,121,616 | 6,585,859 | ||||||||||||||||||||
Stockholders’
equity
|
29,221,867 | - | 27,343,176 | - | ||||||||||||||||||||
Total
liabilities and
stockholders'
equity
|
383,329,119 | $ | 7,307,226 | 357,464,792 | $ | 6,585,859 | ||||||||||||||||||
Net
interest income
|
5,402,645 | 4,902,644 | ||||||||||||||||||||||
Interest
rate spread (4)
|
2.67 | 2.59 | ||||||||||||||||||||||
Net
interest margin (5)
|
3.00 | 2.92 | ||||||||||||||||||||||
Ratio
of average interest-earning assets
to
average interest-bearing liabilities
|
108.28 | % | 108.30 | % |
(1) Calculated
net of deferred loan fees, loan discounts and loans-in-process. Non-accrual
loans are included in average loans.
(2) Includes
FHLB stock and related cash dividends.
(3)
|
Includes
average balances for fixed assets and BOLI of $8.5 million and $7.1
million, respectively, for the six-month period ending December 31,
2007,
as compared to $8.8 million and $6.8 million for the same period
of the
prior year.
|
(4)
|
Interest
rate spread represents the difference between the average rate on
interest-earning assets and the average cost of interest-bearing
liabilities.
|
(5)
|
Net
interest margin represents net interest income divided by average
interest-earning assets.
|
13
Results
of Operations –
Comparison of the three- and six-month periods ended December 31, 2007 and
2006
General. Net
income
for the three- and six-month periods ended December 31, 2007, was $873,000
and
$1.69 million, respectively, increases of $149,000, or 20.6%, and $223,000,
or
15.2%, as compared to net income of $723,000 and $1.46 million, respectively,
earned during the same periods of the prior year. Basic and diluted
earnings per share were $0.40 and $0.39, respectively, for the second quarter of fiscal 2008, compared
to
$0.32 basic and diluted earnings per share for the second quarter of fiscal
2007. For the first six months of fiscal 2008, basic and diluted
earnings per share were $0.77 and $0.76,
respectively, compared to $0.66 and
$0.65, respectively, for the same period of the prior year. Our
annualized return on average assets for the three- and six-month periods ended
December 31, 2007, was .90% and .88%, respectively, compared to .80% and .82%,
respectively, for the same periods of the prior year. Our return on
average stockholders’ equity for the three- and six-month periods ended December
31, 2007, was 11.9% and 11.5%, respectively, compared to 10.5% and 10.7%,
respectively, for the same periods of the prior year.
Net
Interest
Income. Net interest income for the three- and six-month
periods ended December 31, 2007, increased $358,000, or 14.8%, and $500,000,
or
10.2%, respectively, as compared to the same periods of the prior
year. These increases reflected our growth initiatives that resulted
in increases in the average balances of both interest-earning assets and
interest-bearing liabilities, and an expansion of our net interest rate
spread. Our interest rate spread was 2.74% for the three-month period
ended December 31, 2007, as compared to 2.53% for the same period of the prior
year; for the six-month period ended December 31, 2007, our interest rate spread
was 2.66%, as compared to 2.59% for the same period of the prior
year. For the three- and six-month periods ended December 31, 2007,
our net interest margin, determined by dividing the annualized net interest
income by total average interest-earning assets, was 3.06% and 3.00%,
respectively, compared to 2.86% and 2.92%, respectively, for the same periods
of
the prior year. The increase in
interest rate spread for the three-month period ended December 31, 2007,
resulted from a 17 basis point increase in the weighted-average yield on
interest-earning assets, combined with a four basis point decrease in the
weighted-average cost of funds. The increase in interest rate spread
for the six-month period ended December 31, 2007, resulted from a 22 basis
point
increase in the weighted-average yield on interest-earning assets, partially
offset by a 14 basis point increase in the weighted-average cost of
funds. Expansion of our interest rate spread was attributed primarily
to the faster repricing of liabilities on the Company’s balance sheet, combined
with the improved slope of the yield curve.
Interest
Income. Total interest income for the three- and six-month
periods ended December 31, 2007, was $6.4 million and $12.7 million,
respectively, increases of $575,000, or 9.9%, and $1.2 million, or 10.6%,
respectively, compared to the same periods of the prior year. The increases
were
due to increases of $24.6 million, or 7.3%, and $24.4 million, or 7.3%,
respectively, in the average balance of interest-earning assets during the
second quarter and first six months of fiscal 2008, combined with increases
of
17 and 22 basis points, respectively, in the weighted-average yield on those
assets. For the three- and six-month periods ended December 31, 2007,
the average interest rate on interest-earning assets was 7.04% and 7.06%,
respectively, as compared to 6.87% and 6.84%, respectively, for the same periods
of the prior year.
Interest
Expense. Total interest expense for the three- and six-month
periods ended December 31, 2007, was $3.6 million and $7.3 million,
respectively, increases of $218,000, or 6.4%, and $721,000, or 11.0%,
respectively, compared to the same periods of the prior year. The
increases were due to three- and six-month period increases of $23.1 million,
or
7.4%, and $22.5 million, or 7.3%, respectively, in the average balance of
interest-bearing liabilities, partially offset by a four basis point decline
in
the weighted-average cost of funds during the three-month period, and combined
with a 14 basis point increase in the weighted-average cost of funds during
the
six-month period. For the three- and six-month periods ended December
31, 2007, the average interest rate on interest-bearing liabilities was 4.30%
and 4.39%, respectively, as compared to 4.34% and 4.25%, respectively, for
the
same periods of the prior year. The increases in the average balances
of interest-bearing liabilities was primarily due to funding needed for asset
growth.
Provision
for Loan
Losses. The provision for loan losses for the three- and
six-month periods ended December 31, 2007, was $90,000 and $200,000,
respectively, as compared to $95,000 and $220,000, respectively, for the same
periods of the prior year. The Company’s growth, over the last several years, in
its commercial and commercial real estate loan portfolios has required increased
provisions for loan losses, as those loan types generally carry additional
risk. Although we believe that we have established and maintained the
allowance for loan losses at adequate levels, additions may be necessary as
the
loan portfolio grows, as economic conditions change, and as other conditions
differ from the current operating environment. Even though we use the
best information available, the level of the allowance for loan losses remains
an estimate that is subject to significant judgment and short-term
change. (See “Critical Accounting Policies”, “Allowance for Loan Loss
Activity” and “Nonperforming Assets”).
Non-interest
Income. Non-interest income for the three- and six-month
periods ended December 31, 2007, increased $54,000, or 9.8%, and $64,000, or
5.7%, to $602,000 and $1.2 million, respectively, as compared to $548,000 and
$1.1 million, respectively, for the same periods of the prior
year. The increases
were primarily due to increased debit card transaction
14
revenuesandincreased
NSF fee
collections. Debit card transaction revenue increased based on
additional transaction volume, due in part to increasing customer preference
for
electronic payments, and due in part to the Company’s focus on encouraging such
activity with our account products. NSF fee collections were up based
on an increased volume of NSF activity among our customer base.
Non-interest
Expense. Non-interest expense for the three- and six-month
periods ended December 31, 2007, increased $175,000, or 9.7%, and $274,000,
or
7.6%, to $2.0 million and $3.9 million, respectively, as compared to $1.8
million and $3.6 million, respectively, for the same periods of the prior
year. The increases in non-interest expense were primarily due to
increased compensation, occupancy, and charges to amortize the Company’s
investments in tax credits. Compensation was up due to salary
increases and additional personnel; occupancy expenses were up due to increased
repairs and maintenance and data processing expenses. As the Company
continues to grow its balance sheet, non-interest expense will continue to
increase due to compensation, expenses related to expansion, and
inflation. Our efficiency ratio, determined by dividing total
non-interest expense by the sum of net interest income and non-interest income,
was 58.6% and 58.8%, respectively, for the three- and six-month periods ended
December 31, 2007, as compared to 60.9% and 59.7%, respectively, for the same
periods of the prior year.
Income
Taxes. Provisions for income taxes for the three- and
six-month periods ended December 31, 2007, increased $92,000, or 26.9%, and
$87,000, or 11.6%, to $432,000 and $832,000, respectively, as compared to
$341,000 and $745,000, respectively, for the same periods of the prior
year. Our effective tax rate for the six-month period ended December
31, 2007, was 33.0%, as compared to 33.7% for the same period of the prior
year. The decrease in the effective tax rate was attributable to the
Company’s investment in tax-exempt securities and purchases of tax credits; the
increase in tax provisions was due to increased pre-tax income, partially offset
by the lower effective tax rate.
Allowance
for Loan Loss
Activity
The
Company regularly reviews its allowance for loan losses and makes adjustments
to
its balance based on management’s analysis of the loan portfolio, the amount of
non-performing and classified assets, as well as general economic
conditions. Although the Company maintains its allowance for loan
losses at a level that it considers sufficient to provide for losses, there
can
be no assurance that future losses will not exceed internal
estimates. In addition, the amount of the allowance for loan losses
is subject to review by regulatory agencies, which can order the establishment
of additional loss provisions. The following table summarizes changes
in the allowance for loan losses over the six months ended December 31, 2007
and
2006:
2007
|
2006
|
|||||||
Balance,
beginning of period
|
$ | 2,537,659 | $ | 2,058,144 | ||||
Loans
charged off:
|
||||||||
Residential
real estate
|
(11,150 | ) | (80,675 | ) | ||||
Consumer
|
(39,571 | ) | (39,743 | ) | ||||
Gross
charged off loans
|
(50,721 | ) | (120,418 | ) | ||||
Recoveries
of loans previously charged off:
|
||||||||
Residential
real estate
|
- | 3,604 | ||||||
Commercial
business
|
162,813 | 21,001 | ||||||
Consumer
|
1,873 | 7,645 | ||||||
Gross
recoveries of charged off loans
|
164,686 | 32,250 | ||||||
Net
recoveries (charge offs)
|
113,965 | (88,168 | ) | |||||
Provision
charged to expense
|
200,000 | 220,000 | ||||||
Balance,
end of period
|
$ | 2,851,624 | $ | 2,189,976 | ||||
Ratio
of net charge offs/recoveries during the period
|
-0.04 | % | 0.03 | % | ||||
to
average loans outstanding during the
period
|
The
allowance for loan losses has been calculated based upon an evaluation of
pertinent factors underlying the various types and quality of the Company’s
loans. Management considers such factors as the repayment status of a
loan, the estimated net fair value of the underlying collateral, the borrower’s
intent and ability to repay the loan, local economic conditions, and the
Company’s historical loss ratios. We maintain the allowance for loan
losses through the provisions for loan losses that we charge to
income. We charge losses on loans against the allowance for loan
losses when we believe the collection of loan principal is unlikely. The
allowance for loan losses increased $314,000 to $2.9 million at December 31,
2007, from $2.5 million at June 30, 2007. At December 31, 2007, the
Bank had $4.1 million, or 1.04% of total assets adversely classified ($4.1
million classified “substandard” $7,000 classified “doubtful” none classified
as “loss”), as compared to adversely classified assets of $1.1 million, or 0.30%
of total assets at June 30, 2007, and adversely classified assets of $823,000,
or .23% of assets at December 31, 2006. The increase was due
primarily to a single loan for $3.1 million secured by commercial real estate,
and performing according to terms at December 31, 2007. The loan was
classified due to concerns regarding the borrower’s ability to generate
sufficient cash flows to service the debt.
15
While
management believes that our asset quality remains strong, it recognizes that,
due to the continued growth in the loan portfolio and potential changes in
market conditions, our level of nonperforming assets and resulting charge offs
may fluctuate. Higher levels of net charge offs requiring additional provisions
for loan losses could result. Although management uses the best
information available, the level of the allowance for loan losses remains an
estimate that is subject to significant judgment and short-term
change.
Nonperforming
Assets
The
ratio
of nonperforming assets to total assets and non-performing loans to net loans
receivable is another measure of asset quality. Nonperforming assets
of the Company include nonaccruing loans, accruing loans delinquent/past
maturity 90 days or more, and assets which have been acquired as a result of
foreclosure or deed-in-lieu of foreclosure. The following table
summarizes changes in the Company’s level of nonperforming assets over selected
time periods:
12/31/2007
|
6/30/2007
|
12/31/2006
|
||||||||||
Loans
past maturity/delinquent 90 days or more and non-accrual
loans
|
||||||||||||
Residential
real estate
|
$ | 30,000 | $ | - | $ | - | ||||||
Commercial
real estate
|
20,000 | 20,000 | - | |||||||||
Consumer
|
8,000 | 4,000 | 7,000 | |||||||||
Total
loans past maturity/delinquent 90 days or more and non-accrual
loans
|
58,000 | 24,000 | 7,000 | |||||||||
Foreclosed
real estate or other real estate owned
|
86,000 | 111,000 | 440,000 | |||||||||
Other
repossessed assets
|
31,000 | 12,000 | - | |||||||||
Total
nonperforming assets
|
$ | 175,000 | $ | 147,000 | $ | 447,000 | ||||||
Percentage
nonperforming assets to total assets
|
0.04 | % | 0.04 | % | 0.12 | % | ||||||
Percentage
nonperforming loans to net loans
|
0.02 | % | 0.01 | % | 0.00 | % |
Liquidity
Resources
The
term
“liquidity” refers to our ability to generate adequate amounts of cash to fund
loan originations, loans purchases, deposit withdrawals and operating expenses.
Our primary sources of funds include deposit growth, securities sold under
agreements to repurchase, FHLB advances, brokered deposits, amortization and
prepayment of loan principal and interest, investment maturities and sales,
and
funds provided by our operations. While the scheduled loan repayments and
maturing investments are relatively predictable, deposit flows, FHLB advance
redemptions, and loan and security prepayment rates are significantly influenced
by factors outside of the Bank’s control, including interest rates, general and
local economic conditions and competition in the marketplace. The
Bank relies on FHLB advances and brokered deposits as additional sources for
funding cash or liquidity needs.
The
Company uses its liquid resources principally to satisfy its ongoing cash
requirements, which include funding loan commitments, funding maturing
certificates of deposit and deposit withdrawals, maintaining liquidity, funding
maturing or called FHLB advances, purchasing investments, and meeting operating
expenses. At December 31, 2007, the Company had outstanding
commitments to fund approximately $48.5 million in mortgage and non-mortgage
loans. These commitments are expected to be funded through existing
cash balances, cash flow from normal operations and, if needed, FHLB
advances. At December 31, 2007, the Bank had pledged its residential
real estate loan portfolio with FHLB with available credit of approximately
$101.8 million, of which $56.5 million had been advanced. In
addition, the Bank has the ability to pledge several of its other loan
portfolios, including commercial real estate, home equity, and commercial
business loans, which could provide additional collateral for an additional
$86.2 million in borrowings at December 31, 2007. In total, FHLB
borrowings are generally limited to 35% of Bank assets, or $136.6 million,
which
means $80.1 million in borrowings remain available. Along with the
ability to borrow from the FHLB, management believes its liquid resources will
be sufficient to meet the Company’s liquidity needs.
16
Regulatory
Capital
The
Bank
is subject to minimum regulatory capital requirements pursuant to regulations
adopted by the federal banking agencies. The requirements address
both risk-based capital and leverage capital. As of December 31,
2007, and June 30, 2007, the Bank met all applicable adequacy
requirements.
The
FDIC
has in place qualifications for banks to be classified as
“well-capitalized.” As of December 31, 2007, the most recent
notification from the FDIC categorized the Bank as
“well-capitalized.” There were no conditions or events since the FDIC
notification that has changed the Bank’s classification.
The
Bank’s actual capital amounts and ratios are also presented in the following
tables.
Actual
|
For
Capital Adequacy Purposes
|
To
Be Well Capitalized Under Prompt Corrective Action
Provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
As
of December 31, 2007
|
||||||||||||||||||||||||
Total
Capital
(to
Risk-Weighted Assets)
|
$ | 34,098,000 | 12.07 | % | $ | 22,598,000 | 8.00 | % | $ | 28,248,000 | 10.00 | % | ||||||||||||
Tier
I Capital
(to
Risk-Weighted Assets)
|
31,246,000 | 11.06 | % | 11,299,000 | 4.00 | % | 16,949,000 | 6.00 | % | |||||||||||||||
Tier
I Capital
(to
Average Assets)
|
31,246,000 | 8.17 | % | 15,299,000 | 4.00 | % | 19,124,000 | 5.00 | % |
Actual
|
For
Capital Adequacy Purposes
|
To
Be Well Capitalized Under Prompt Corrective Action
Provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
As
of June 30, 2007
|
||||||||||||||||||||||||
Total
Risk-Based Capital
(to
Risk-Weighted Assets)
|
$ | 32,420,000 | 11.81 | % | $ | 21,954,000 | 8.00 | % | $ | 27,443,000 | 10.00 | % | ||||||||||||
Tier
I Capital
(to
Risk-Weighted Assets)
|
29,882 ,000 | 10.89 | % | 10,977,000 | 4.00 | % | 16,466,000 | 6.00 | % | |||||||||||||||
Tier
I Capital
(to
Average Assets)
|
29,882,000 | 8.10 | % | 14,756,000 | 4.00 | % | 18,445,000 | 5.00 | % |
17
PART
I: Item
3: Quantitative and Qualitative Disclosures About Market
Risk
SOUTHERN
MISSOURI BANCORP, INC.
Asset
and Liability
Management and Market Risk
The
goal
of the Company’s asset/liability management strategy is to manage the interest
rate sensitivity of both interest-earning assets and interest-bearing
liabilities in order to maximize net interest income without exposing the Bank
to an excessive level of interest rate risk. The Company employs
various strategies intended to manage the potential effect that changing
interest rates may have on future operating results. The primary
asset/liability management strategy has been to focus on matching the
anticipated repricing intervals of interest-earning assets and interest-bearing
liabilities. At times, however, depending on the level of general interest
rates, the relationship between long- and short-term interest rates, market
conditions and competitive factors, the Company may determine to increase its
interest rate risk position somewhat in order to maintain its net interest
margin.
In
an
effort to manage the interest rate risk resulting from fixed rate lending,
the
Bank has utilized longer term FHLB advances (with maturities up to ten years),
subject to early redemptions and fixed terms. Other elements of the
Company’s current asset/liability strategy include (i) increasing originations
of commercial business, commercial real estate, agricultural operating lines,
and agricultural real estate loans, which typically provide higher yields and
shorter repricing periods, but inherently increase credit risk; (ii) limiting
the price volatility of the investment portfolio by maintaining a weighted
average maturity of less than five years, (iii) actively soliciting less
rate-sensitive deposits, and (iv) offering competitively-priced money market
accounts and CDs with maturities of up to five years. The degree to
which each segment of the strategy is achieved will affect profitability and
exposure to interest rate risk.
During
the first six months of fiscal year 2008, fixed rate residential loan production
totaled $11.9 million, as compared to $7.7 million during the same period of
the
prior year. At December 31, 2007, the fixed rate residential loan
portfolio was $97.4 million with a weighted average maturity of 207 months,
as
compared to $88.0 million at December 31, 2007, with a weighted average maturity
of 196 months. The Company originated $4.1 million in adjustable-rate
residential loans during the six-month period ended December 31, 2007, as
compared to $3.8 million during the same period of the prior year. At
December 31, 2007, fixed rate loans with remaining maturities in excess of
10
years totaled $82.0 million, or 25.6% of net loans receivable, as compared
to
$73.0 million, or 24.9% of net loans receivable at December 31,
2006. The Company originated $29.4 million of fixed rate commercial
and commercial real estate loans during the six-month period ended December
31,
2007, as compared to $40.2 million during the same period of the prior
year. At December 31, 2007, the fixed rate commercial and commercial
real estate loan portfolio was $102.7 million with a weighted average maturity
of 28 months, compared to $73.3 million at December 31, 2006, with a weighted
average maturity of 38 months. The Company originated $16.6 million
in adjustable rate commercial and commercial real estate loans during the
six-month period ended December 31, 2007, as compared to $23.3 million during
the same period of the prior year. At December 31, 2007,
adjustable-rate home equity lines of credit totaled $6.7 million, as compared
to
$6.0 million at December 31, 2006. Over the last several years, the
Company had maintained a weighted average life of its investment portfolio
of
less than four years; however, in anticipation of the current declining rate
environment, management began to expand the portfolio’s duration during this
fiscal year. At December 31, 2007, the portfolio’s weighted-average
life stands at 4.2 years, compared to 3.1 years at December 31,
2006. Management continues to focus on customer retention, customer
satisfaction, and offering new products to customers in order to increase the
Company’s amount of less rate-sensitive deposit accounts. As the
Company believed the Federal Reserve’s Open Market Committee was approaching the
peak of the interest rate cycle in 2006, management began to avoid extending
maturities of deposits and borrowings. As rates have been lowered
recently, management has re-evaluated this strategy, locking in some long-term
borrowing costs, and expects to continue to do so during the remainder of the
fiscal year.
18
Interest
Rate Sensitivity
Analysis
The
following table sets forth as of
December 31, 2007, management’s estimates of the projected changes in net
portfolio value ("NPV") in the event of 100, 200, and 300 basis point ("bp")
instantaneous and permanent increases, and 100, 200, and 300 basis point
instantaneous and permanent decreases in market interest rates. Dollar amounts
are expressed in thousands.
BP
Change
|
|
Estimated
Net Portfolio
Value
|
|
NPV
as % of PV of
Assets
|
|
|||||||||||||||
in
Rates
|
$
Amount
|
$
Change
|
|
%
Change
|
|
NPV
Ratio
|
|
Change
|
|
|||||||||||
+300
|
|
$
|
24,233
|
|
$
|
(12,541
|
)
|
|
-34
|
%
|
|
6.43
|
%
|
|
-2.87
|
%
|
||||
+200
|
|
|
29,238
|
|
|
(7,536
|
)
|
|
-20
|
%
|
|
7.62
|
%
|
|
-1.68
|
%
|
||||
+100
|
|
|
33,744
|
|
|
(3,030
|
)
|
|
-8
|
%
|
|
8.65
|
%
|
|
-0.65
|
%
|
||||
NC
|
|
|
36,744
|
|
|
-
|
|
|
-
|
|
|
9.30
|
%
|
|
-
|
|
||||
-100
|
|
|
37,558
|
|
|
784
|
|
2
|
%
|
|
9.41
|
%
|
|
0.11
|
%
|
|||||
-200
|
|
|
39,118
|
|
|
2,344
|
|
6
|
%
|
|
9.70
|
%
|
|
0.40
|
%
|
|||||
-300
|
|
|
40,724
|
|
|
3,950
|
|
11
|
%
|
|
9.98
|
%
|
|
0.68
|
%
|
Computations
of prospective effects of
hypothetical interest rate changes are based on an internally generated model
using actual maturity and repricing schedules for the Bank’s loans and deposits,
and are based on numerous assumptions, including relative levels of market
interest rates, loan repayments and deposit run-offs, and should not be relied
upon as indicative of actual results. Further, the computations do not
contemplate any actions the Bank may undertake in response to changes in
interest rates.
Management
cannot predict future
interest rates or their effect on the Bank’s NPV in the future. Certain
shortcomings are inherent in the method of analysis presented in the computation
of NPV. For example, although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in differing degrees to
changes in market interest rates. Additionally, certain assets, such as
adjustable-rate loans, have an initial fixed rate period typically from one
to
five years and over the remaining life of the asset changes in the interest
rate
are restricted. In addition, the proportion of adjustable-rate loans in the
Bank’s portfolio could decrease in future periods due to refinancing activity if
market interest rates remain steady in the future. Further, in the event of
a
change in interest rates, prepayment and early withdrawal levels could deviate
significantly from those assumed in the table. Finally, the ability of many
borrowers to service their adjustable-rate debt may decrease in the event of
an
interest rate increase.
The
Bank’s Board of Directors (the
"Board") is responsible for reviewing the Bank’s asset and liability policies.
The Board’s Asset/Liability Committee meets monthly to review interest rate risk
and trends, as well as liquidity and capital ratios and requirements. The Bank’s
management is responsible for administering the policies and determinations
of
the Board with respect to the Bank’s asset and liability goals and
strategies.
19
PART
I: Item
4: Controls and Procedures
SOUTHERN
MISSOURI BANCORP, INC.
An
evaluation of Southern Missouri Bancorp’s disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as
amended, (the “Act”)) as of December 31, 2007, was carried out under the
supervision and with the participation of our Chief Executive and Financial
Officer, and several other members of our senior management. The
Chief Executive and Financial Officer concluded that, as of December 31, 2007,
the Company’s disclosure controls and procedures were effective in ensuring that
the information required to be disclosed by the Company in the reports it files
or submits under the Act is (i) accumulated and communicated to management
(including the Chief Executive and Financial Officer) in a timely manner, and
(ii) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms. There have been 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, 2007, that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
The
Company does not expect that its disclosures and procedures will prevent all
error 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 can occur because of a 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.
Section
404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and
annually report on their systems of internal control over financial
reporting. We are in the process of completing documentation of
internal control over financial reporting to provide the basis for our report
that will, for the first time, be a required part of our Annual Report on Form
10-K for the fiscal year ending June 30, 2008. In addition, our
independent accountants must report on management’s evaluation of its internal
control over financial reporting beginning June 30, 2010, according to the
latest proposal from the SEC. Due to the ongoing evaluation and
testing of our internal controls, there can be no assurance that, if any control
deficiencies are identified, they will be remediated before the end of the
2008
fiscal year, or that there may not be significant deficiencies or material
weaknesses that would be required to be reported. In addition, we
expect the evaluation process and any required remediation, if applicable,
to
increase our accounting, legal and other costs and divert management resources
from core business operations.
20
PART
II: Other
Information
SOUTHERN
MISSOURI BANCORP, INC.
Item
1: Legal Proceedings
Except
as set forth below, in the
opinion of management, the Bank is not a party to any pending claims or lawsuits
that are expected to have a material effect on the Bank's financial condition
or
operations. Periodically, there have been various claims and lawsuits involving
the Bank mainly as a defendant, such as claims to enforce liens, condemnation
proceedings on properties in which the Bank holds security interests, claims
involving the making and servicing of real property loans and other issues
incident to the Bank's business. Aside from such pending claims and lawsuits,
which are incident to the conduct of the Bank's ordinary business, the Bank
is
not a party to any material pending legal proceedings that would have a material
effect on the financial condition or operations of the Bank.
In
April 2005, the Bank discovered there
had been an adverse development with respect to a substandard loan that resulted
from allegedly fraudulent activities on the part of the borrower. To date,
we
have liquidated all assets of the borrower of which we were able to take
possession, and have incurred charge-offs of $4.7 million. Since June 30, 2006,
the Bank no longer reports any amount of this loan relationship, or any
collateral related thereto, as an asset. On October 22, 2007, the Bank announced
a recovery of $162,500, resulting from claims made by the Bank and other
financial institutions against the bonding company insuring the accounting
firm
that performed audits on said borrower. The Bank does not anticipate further
significant recoveries related to this loan relationship.
21
Item
1a: Risk Factors
There
have been no material changes to the risk factors set forth in Part I, Item
1A
of the Company's Annual Report on Form 10-K for the year ended June 30,
2007.
Item
2: Unregistered Sales of Equity Securities and Use of
Proceeds
Period
|
Total
Number of
Shares
(or Units)
Purchased
|
Average
Price Paid
per
Share (or Unit)
|
Total
Number of Shares (or Units)
Purchased
as Part of Publicly
Announced
Plans or Programs
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares
(or Units) that May Yet be
Purchased
Under the Plans or
Program
|
10/01/2007
thru
10/31/2007
|
-
|
-
|
-
|
91,300
|
11/01/2007
thru
11/30/2007
|
13,740
|
14.96
|
13,740
|
77,560
|
12/01/2007
thru
12/31/2007
|
14,354
|
14.72
|
14,354
|
63,206
|
Total
|
28,094
|
14.82
|
28,094
|
63,206
|
Item
3: Defaults upon Senior Securities
Not
applicable
Item
4: Submission of Matters to a Vote of Security
Holders
None
Item
5 -
Other
Information
None
Item
6 –
Exhibits
(a)
|
Exhibits
|
(3)
(a)
Certificate of Incorporation of the Registrant++
(3)
(b)
Bylaws of the Registrant++
(4)
Form of Stock Certificate of Southern Missouri Bancorp+++
10
|
Material
Contracts
|
(a)
Registrant’s Stock Option Plan*
(b)
Southern Missouri Savings Bank, FSB Management Recognition and Development
Plans*
(c)
Employment Agreements
(i)
|
Greg
A. Steffens**
|
(d)
|
Director’s
Retirement Agreements
|
(i)
|
James
W. Tatum***
|
(ii)
|
Samuel
H. Smith***
|
(iii)
|
Sammy
A. Schalk****
|
(vi) Ronnie D. Black****
(vii)
|
L.
Douglas Bagby****
|
(viii)
|
Rebecca
McLane Brooks*****
|
(ix)
|
Charles
R. Love*****
|
(x)
|
Charles
R. Moffitt*****
|
(e)
Tax Sharing Agreement***
31 Rule
13a-14(a) Certification
32 Section
1350 Certification
++
Filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB for the
year ended June 30, 1999
+++
|
Filed
as an exhibit to the Registrant’s Registration Statement on Form S-1 (File
No. 333-2320) as filed with the SEC on January 3, 1994.
|
22
*
|
Filed
as an exhibit to the registrant’s 1994 Annual Meeting Proxy Statement
dated October 21, 1994.
|
**
Filed as an exhibit to the registrant’s Annual Report on Form 10-KSB for the
year ended June 30, 1999.
***
Filed as an exhibit to the registrant’s Annual Report on Form 10-KSB for the
year ended June 30, 1995.
****
Filed as an exhibit to the registrant’s Annual Report on Form 10-QSB for the
quarter ended December 31, 2000.
*****
Filed as an exhibit to the registrant’s Annual Report on Form 10-QSB for the
quarter ended December 31, 2004.
SIGNATURES
Pursuant
to the requirements 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.
SOUTHERN
MISSOURI BANCORP,
INC.
Registrant
Date:
February 12,
2008 /s/ James W.
Tatum
James
W. Tatum
Chairman
of the Board of
Directors
Date:
February 12,
2008 /s/ Greg A.
Steffens
Greg
A. Steffens
President
(Principal Executive, Financial and Accounting Officer)
23