SOUTHERN MISSOURI BANCORP, INC. - Quarter Report: 2009 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,
2009
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data file required to be
submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
|
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 Feb. 16,
2010
|
|
Common
Stock, Par Value $.01
|
2,087,976
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
|
4
|
|
- 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
|
15
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
26
|
Item
4.
|
Controls
and Procedures
|
28
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
29
|
Item
1a.
|
Risk
Factors
|
29
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
Item
3.
|
Defaults
upon Senior Securities
|
29
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
29
|
Item
5.
|
Other
Information
|
29
|
Item
6.
|
Exhibits
|
29
|
- Signature
Page
|
30
|
|
- Certifications
|
31
|
|
2
PART I: Item
1: Consolidated Financial Statements
SOUTHERN
MISSOURI BANCORP, INC.
CONSOLIDATED
BALANCE SHEETS
DECEMBER
31, 2009, AND JUNE 30, 2009
December 31, 2009
|
June 30, 2009
|
|||||||
(unaudited)
|
||||||||
Cash
and cash equivalents
|
$ | 31,230,001 | $ | 8,074,465 | ||||
Interest-bearing
time deposits
|
1,288,000 | - | ||||||
Total
cash equivalents
|
32,518,001 | 8,074,465 | ||||||
Available
for sale securities
|
63,449,158 | 60,177,992 | ||||||
Stock
in FHLB of Des Moines
|
3,365,800 | 4,592,300 | ||||||
Stock
in Federal Reserve Bank of St. Louis
|
583,000 | - | ||||||
Loans
receivable, net of allowance for loan losses of
$4,270,131
and $4,430,210 at December 31, 2009,
and
June 30, 2009, respectively
|
||||||||
402,504,902 | 368,555,962 | |||||||
Accrued
interest receivable
|
3,028,398 | 2,650,161 | ||||||
Premises
and equipment, net
|
9,413,791 | 8,135,092 | ||||||
Bank
owned life insurance – cash surrender value
|
7,701,489 | 7,563,855 | ||||||
Intangible
assets, net
|
1,750,442 | 1,582,645 | ||||||
Prepaid
expenses and other assets
|
8,533,581 | 4,564,164 | ||||||
Total
assets
|
$ | 532,848,562 | $ | 465,896,636 | ||||
Deposits
|
$ | 397,397,107 | $ | 311,955,468 | ||||
Securities
sold under agreements to repurchase
|
29,361,189 | 23,747,557 | ||||||
Advances
from FHLB of Des Moines
|
52,500,000 | 78,750,000 | ||||||
Accounts
payable and other liabilities
|
1,405,956 | 1,229,187 | ||||||
Accrued
interest payable
|
858,383 | 989,086 | ||||||
Subordinated
debt
|
7,217,000 | 7,217,000 | ||||||
Total
liabilities
|
488,739,635 | 423,888,298 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Preferred
stock, $.01 par value, $1,000 liquidation value;
500,000
shares authorized; 9,550 shares issued and outstanding
|
9,404,848 | 9,388,815 | ||||||
Common
stock, $.01 par value; 4,000,000 shares authorized;
2,957,226
shares issued
|
29,572 | 29,572 | ||||||
Warrants
to acquire common stock
|
176,790 | 176,790 | ||||||
Additional
paid-in capital
|
16,355,376 | 16,344,725 | ||||||
Retained
earnings
|
31,544,342 | 29,947,297 | ||||||
Treasury
stock of 869,250 shares at December 31, 2009,
and
June 30, 2009, at cost
|
(13,994,870 | ) | (13,994,870 | ) | ||||
Accumulated
other comprehensive income - AFS securities
|
583,790 | 106,930 | ||||||
Accumulated
other comprehensive income - FAS 158
|
9,079 | 9,079 | ||||||
Total
stockholders’ equity
|
44,596,572 | 42,008,338 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 532,848,562 | $ | 465,896,636 |
See Notes
to Consolidated Financial Statements
3
SOUTHERN
MISSOURI BANCORP, INC
CONSOLIDATED
STATEMENTS OF INCOME
FOR
THE THREE- AND SIX-MONTH PERIODS ENDED DECEMBER 31, 2009 AND 2008
(Unaudited)
Three
months ended
|
Six
months ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
INTEREST
INCOME:
|
||||||||||||||||
Loans
|
$ | 6,136,721 | $ | 5,734,137 | $ | 12,334,845 | $ | 11,523,631 | ||||||||
Investment
securities
|
279,077 | 159,671 | 509,963 | 336,480 | ||||||||||||
Mortgage-backed
securities
|
452,432 | 399,776 | 901,288 | 754,200 | ||||||||||||
Other
interest-earning assets
|
25,570 | 10,332 | 43,865 | 32,080 | ||||||||||||
Total
interest income
|
6,893,800 | 6,303,916 | 13,789,961 | 12,646,391 | ||||||||||||
INTEREST
EXPENSE:
|
||||||||||||||||
Deposits
|
2,005,338 | 1,808,640 | 3,860,885 | 3,642,271 | ||||||||||||
Securities
sold under agreements to repurchase
|
53,028 | 52,526 | 103,253 | 142,015 | ||||||||||||
Advances
from FHLB of Des Moines
|
734,900 | 884,732 | 1,592,500 | 1,746,942 | ||||||||||||
Subordinated
debt
|
56,010 | 99,819 | 117,160 | 203,478 | ||||||||||||
Total
interest expense
|
2,849,276 | 2,845,717 | 5,673,798 | 5,734,706 | ||||||||||||
NET
INTEREST INCOME
|
4,044,524 | 3,458,199 | 8,116,163 | 6,911,685 | ||||||||||||
PROVISION
FOR LOAN LOSSES
|
310,000 | 200,000 | 520,000 | 600,000 | ||||||||||||
NET
INTEREST INCOME AFTER
|
||||||||||||||||
PROVISION
FOR LOAN LOSSES
|
3,734,524 | 3,258,199 | 7,596,163 | 6,311,685 | ||||||||||||
NONINTEREST
INCOME:
|
||||||||||||||||
Customer
service charges
|
350,476 | 305,252 | 690,483 | 656,345 | ||||||||||||
Loan
late charges
|
51,325 | 39,530 | 101,585 | 75,122 | ||||||||||||
Increase
in cash surrender value of bank owned life insurance
|
68,819 | 67,775 | 137,634 | 139,409 | ||||||||||||
AFS
securities losses due to other-than-temporary-impairment
|
- | (375,000 | ) | - | (678,973 | ) | ||||||||||
Other
|
320,494 | 202,774 | 565,586 | 384,082 | ||||||||||||
Total
noninterest income
|
791,114 | 240,331 | 1,495,288 | 575,985 | ||||||||||||
NONINTEREST
EXPENSE:
|
||||||||||||||||
Compensation
and benefits
|
1,623,026 | 1,188,324 | 3,122,919 | 2,372,901 | ||||||||||||
Occupancy
and equipment, net
|
441,967 | 391,469 | 919,409 | 746,476 | ||||||||||||
DIF
deposit insurance premium
|
147,925 | 79,228 | 268,959 | 90,762 | ||||||||||||
Professional
fees
|
91,759 | 67,103 | 175,721 | 111,968 | ||||||||||||
Advertising
|
66,075 | 70,532 | 142,924 | 103,454 | ||||||||||||
Postage
and office supplies
|
95,935 | 66,280 | 201,439 | 144,053 | ||||||||||||
Amortization
of intangible assets
|
73,035 | 63,814 | 142,996 | 127,629 | ||||||||||||
Other
|
394,862 | 279,585 | 1,142,915 | 546,465 | ||||||||||||
Total
noninterest expense
|
2,934,584 | 2,206,335 | 6,117,282 | 4,243,708 | ||||||||||||
INCOME
BEFORE INCOME TAXES
|
1,591,054 | 1,292,195 | 2,974,169 | 2,643,962 | ||||||||||||
INCOME
TAXES
|
427,900 | 404,500 | 621,300 | 829,500 | ||||||||||||
NET
INCOME
|
1,163,154 | 887,695 | 2,352,869 | 1,814,462 | ||||||||||||
Less:
effective dividend on preferred shares
|
127,445 | 34,486 | 254,783 | 34,486 | ||||||||||||
Net
income available to common shareholders
|
$ | 1,035,709 | $ | 853,209 | $ | 2,098,086 | $ | 1,779,976 | ||||||||
Basic
earnings per common share
|
$ | 0.50 | $ | 0.40 | $ | 1.01 | $ | 0.82 | ||||||||
Diluted
earnings per common share
|
$ | 0.50 | $ | 0.40 | $ | 1.01 | $ | 0.82 | ||||||||
Dividends
per common share
|
$ | 0.12 | $ | 0.12 | $ | 0.24 | $ | 0.24 |
See Notes
to Consolidated Financial Statements
4
SOUTHERN
MISSOURI BANCORP, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE SIX-MONTH PERIODS ENDED DECEMBER 31, 2009 AND 2008 (Unaudited)
Six
months ended
|
||||||||
December
31,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
income
|
$ | 2,352,869 | $ | 1,814,462 | ||||
Items
not requiring (providing) cash:
|
||||||||
Depreciation
|
367,339 | 301,540 | ||||||
MRP
and SOP expense
|
10,652 | 34,419 | ||||||
AFS
losses due to other-than-temporary impairment
|
- | 678,973 | ||||||
Gain
on sale of foreclosed assets
|
(2,858 | ) | (13,474 | ) | ||||
Amortization
of intangible assets
|
142,996 | 127,629 | ||||||
Increase
in cash surrender value of bank owned life insurance
|
(137,634 | ) | (139,409 | ) | ||||
Provision
for loan losses
|
520,000 | 600,000 | ||||||
Net
amortization (accretion) of premiums and discounts on
securities
|
106,094 | 33,470 | ||||||
Deferred
income taxes
|
(328,000 | ) | (136,000 | ) | ||||
Changes
in:
|
||||||||
Accrued
interest receivable
|
(246,646 | ) | (780,554 | ) | ||||
Prepaid
expenses and other assets
|
(1,633,332 | ) | 56,796 | |||||
Accounts
payable and other liabilities
|
(271,382 | ) | (133,089 | ) | ||||
Accrued
interest payable
|
(191,723 | ) | (348,063 | ) | ||||
Net
cash provided by operating activities
|
688,375 | 2,096,700 | ||||||
Cash
flows from investing activities:
|
||||||||
Net
increase in loans
|
(19,706,225 | ) | (9,151,576 | ) | ||||
Net
cash received in acquisitions
|
9,713,304 | - | ||||||
Proceeds
from maturities of available for sale securities
|
7,842,589 | 3,610,558 | ||||||
Net
redemptions (purchases) of Federal Home Loan Bank stock
|
1,226,500 | (1,268,600 | ) | |||||
Net
purchases of Federal Reserve Bank of Saint Louis stock
|
(583,000 | ) | - | |||||
Purchases
of available-for-sale securities
|
(8,858,817 | ) | (22,321,825 | ) | ||||
Purchases
of premises and equipment
|
(265,375 | ) | (333,154 | ) | ||||
Investments
in state & federal tax credits
|
(1,250,000 | ) | (1,263,944 | ) | ||||
Proceeds
from sale of foreclosed assets
|
635,320 | 150,974 | ||||||
Net
cash used in investing activities
|
(11,245,704 | ) | (30,577,567 | ) | ||||
|
||||||||
Cash
flows from financing activities:
|
||||||||
Preferred
stock issued
|
- | 9,550,000 | ||||||
Net
increase (decrease) in demand deposits and savings
accounts
|
51,909,163 | (2,599,980 | ) | |||||
Net
increase (decrease) in certificates of deposits
|
4,467,862 | (3,610,273 | ) | |||||
Net
increase in securities sold under agreements to repurchase
|
5,613,632 | 3,714,238 | ||||||
Proceeds
from Federal Home Loan Bank advances
|
30,950,000 | 161,475,000 | ||||||
Repayments
of Federal Home Loan Bank advances
|
(57,200,000 | ) | (132,850,000 | ) | ||||
Dividends
paid on common and preferred stock
|
(739,792 | ) | (523,057 | ) | ||||
Exercise
of stock options
|
- | 161,000 | ||||||
Purchases
of treasury stock
|
- | (1,507,755 | ) | |||||
Net
cash provided by financing activities
|
35,000,865 | 33,809,173 | ||||||
Increase
in cash and cash equivalents
|
24,443,536 | 5,328,306 | ||||||
Cash
and cash equivalents at beginning of period
|
8,074,465 | 8,022,408 | ||||||
|
||||||||
Cash
and cash equivalents at end of period
|
$ | 32,518,001 | $ | 13,350,714 | ||||
Supplemental
disclosures of
|
||||||||
Cash
flow information:
|
||||||||
Noncash investing and
financing activities:
|
||||||||
Conversion
of loans to foreclosed real estate
|
$ | 1,072,755 | $ | 268,000 | ||||
Conversion
of loans to other equipment
|
140,246 | 131,341 | ||||||
Cash paid during the
period for:
|
||||||||
Interest
(net of interest credited)
|
$ | 2,497,279 | $ | 2,756,910 | ||||
Income
taxes
|
722,000 | 981,405 |
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 accounting
principles generally accepted in the United States of America 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, 2009, has been derived from the audited
consolidated balance sheet of the Company as of that date. Operating
results for the three- and six-month periods ended December 31, 2009, 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,
2009, 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, 2009 and 2008.
The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Southern Bank (Bank). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Note
2: Fair
Value Measurements
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
establishes 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:
Level
1 Quoted prices in active markets for
identical assets or liabilities
Level
2 Observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities; quoted prices
in active markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of
the assets or liabilities
Level
3 Unobservable inputs that are supported by
little or no market activity and that are significant to the fair value of the
assets or liabilities
Following
is a description of the valuation methodologies used for instruments measured at
fair value on a recurring basis and recognized in the accompanying balance
sheet, as well as the general classification of such instruments pursuant to the
valuation hierarchy.
Available-for-sale
Securities. Available-for-sale securities are recorded at fair
value on a recurring basis. Available-for-sale securities is the only balance
sheet category our Company is required, in accordance with accounting principles
generally accepted in the United States of America (US GAAP), to carry at fair
value on a recurring basis. Securities classified as available for sale are
reported at fair value utilizing Level 2 inputs. For these securities, our
Company obtains fair value measurements from an independent pricing service. The
fair value measurements consider observable data that may include dealer quotes,
market spreads, cash flows, the U.S. Treasury yield curve, live trading levels,
trade execution data, market consensus prepayment speeds, credit information and
the bond’s terms and conditions, among other things.
Fair
Value Measurements at December 31, 2009,
Using:
|
||||||||||||||||
Fair
Value
|
Quoted
Prices in
Active
Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||||||||
U.S.
government and federal agency obligations
|
$ | 6,949,263 | $ | - | $ | 6,949,263 | $ | - | ||||||||
Obligations
of state and political subdivisions
|
18,662,462 | - | 18,662,462 | - | ||||||||||||
Other
securities
|
374,296 | - | 374,296 | - | ||||||||||||
FHLMC
preferred stock
|
10,680 | - | 10,680 | - | ||||||||||||
Mortgage-backed
securities
|
37,452,457 | - | 37,452,457 | - |
6
Fair
Value Measurements at June 30, 2009, Using:
|
||||||||||||||||
Fair
Value
|
Quoted
Prices in
Active
Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||||||||
U.S.
government and federal agency obligations
|
$ | 3,278,708 | $ | - | $ | 3,278,708 | $ | - | ||||||||
Obligations
of state and political subdivisions
|
13,622,695 | - | 13,622,695 | - | ||||||||||||
Other
securities
|
2,999,656 | - | 2,999,656 | - | ||||||||||||
FHLMC
preferred stock
|
7,920 | - | 7,920 | - | ||||||||||||
Mortgage-backed
securities
|
40,269,013 | - | 40,269,013 | - |
The
following is a description of valuation methodologies used for financial assets
measured at fair value on a nonrecurring basis at December 31,
2009.
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 SFAS No. 114 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. In addition, management
may apply selling and other discounts to the underlying collateral value to
determine the fair value. If an appraised value is not available, the fair value
of the impaired loan is determined by an adjusted appraised value including
unobservable cash flows. 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 of the
portion of the loan that exceeds the fair value or establishes a specific
reserve as part of the allowance for loan losses.
Foreclosed and Repossessed Assets
Held for Sale. Foreclosed and repossessed assets held for sale
are valued at the time the loan is foreclosed upon or collateral is repossessed
and the asset is transferred to foreclosed or repossessed assets held for sale.
The value of the asset is based on third party or internal appraisals, less
estimated costs to sell and appropriate discounts, if any. The appraisals are
generally discounted based on current and expected market conditions that may
impact the sale or value of the asset and management’s knowledge and experience
with similar assets. Such discounts typically may be significant and result in a
Level 3 classification of the inputs for determining fair value of these assets.
Foreclosed and repossessed assets held for sale are continually evaluated for
additional impairment and are adjusted accordingly if impairment is
identified.
The
following table presents the fair value measurement of assets measured at fair
value on a nonrecurring basis during the period and the level within the ASC 820
fair value hierarchy in which the fair value measurements fell at December 31,
2009:
Fair
Value Measurements at December 31, 2009,
Using:
|
||||||||||||||||
Fair
Value
|
Quoted
Prices in
Active
Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||||||||
Impaired
loans
|
$ | 3,830,308 | $ | - | $ | - | $ | 3,830,308 | ||||||||
Foreclosed
and repossessed assets held for sale
|
150,000 | - | - | 150,000 |
ASC 825,
formerly Statement of Financial Accounting Standards No. 107, “Disclosures about
Fair Value of Financial Instruments,” and FSP FAS 107-1, requires all entities
to disclose the estimated fair value of their financial instrument assets and
liabilities. For the Company, as for most financial institutions, the
majority of its assets and liabilities are considered financial instruments as
defined in ASC 825. Many of the Company’s financial instruments,
however, lack an available trading market as characterized by a willing buyer
and willing seller engaging in an exchange transaction. It is also
the Company’s general practice and intent to hold its financial instruments to
maturity and to not engage in trading or sales activities except for loans
held-for-sale and available-for-sale securities. Therefore,
significant estimations and assumptions, as well as present value calculations,
were used by the Company for the purposes of this disclosure.
Estimated
fair values have been determined by the Company using the best available data
and an estimation methodology suitable for each category of financial
instruments. For those loans and deposits with floating interest
rates, it is presumed that estimated fair values generally approximate the
recorded book balances.
7
The
estimated methodologies used, the estimated fair values, and the recorded book
balances at December 31, 2009 and June 30, 2009, were as follows:
December
31, 2009
|
June
30, 2009
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 31,230 | $ | 31,230 | $ | 8,074 | $ | 8,074 | ||||||||
Interest-bearing
time deposits
|
1,288 | 1,380 | - | - | ||||||||||||
Available
for sale investment securities
|
63,449 | 63,449 | 60,178 | 60,178 | ||||||||||||
Stock
in FHLB
|
3,366 | 3,366 | 4,592 | 4,592 | ||||||||||||
Stock
in Federal Reserve Bank of St. Louis
|
583 | 583 | - | - | ||||||||||||
Loans
receivable, net
|
402,505 | 405,988 | 368.556 | 374,328 | ||||||||||||
Accrued
interest receivable
|
3,028 | 3,028 | 2,650 | 2,650 | ||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
397,397 | 399,058 | 311,955 | 313,059 | ||||||||||||
Securities
sold under agreements to repurchase
|
29,361 | 29,361 | 23,748 | 23,748 | ||||||||||||
Advances
from FHLB
|
52,500 | 55,904 | 78.750 | 82,510 | ||||||||||||
Accrued
interest payable
|
859 | 859 | 989 | 989 | ||||||||||||
Subordinated
debt
|
7,217 | 7,217 | 7,217 | 7,217 | ||||||||||||
Unrecognized
financial instruments (net of contract amount)
|
||||||||||||||||
Commitments
to originate loans
|
- | - | - | - | ||||||||||||
Letters
of credit
|
- | - | - | - | ||||||||||||
Lines
of credit
|
- | - | - | - |
The
following methods and assumptions were used in estimating the fair values of
financial instruments:
Cash and
cash equivalents and interest-bearing time deposits are valued at their carrying
amounts, which approximates book value. Fair values of available for
sale securities are based on quoted market prices or, if unavailable, quoted
market prices of similar securities. Stock in FHLB and the Federal
Reserve Bank of St. Louis is valued at cost, which approximates fair
value. Fair value of loans is estimated by discounting the future
cash flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining
maturities. Loans with similar characteristics are aggregated for
purposes of the calculations. The carrying amounts of accrued
interest approximate their fair values.
Deposits
with no defined maturities, such as NOW accounts, savings accounts, and money
market deposit accounts, are valued at their carrying amount, which approximates
fair value. The fair value of fixed-maturity time deposits is
estimated using a discounted cash flow calculation that applies the rates
currently offered for deposits of similar remaining maturities. The
carrying amounts of securities sold under agreements to repurchase approximate
fair value. Fair value of advances from the FHLB is estimated by
discounting maturities using an estimate of the current market for similar
instruments. The fair value of subordinated debt is estimated using
rates currently available to the Company for debt with similar terms and
maturities. The fair value of commitments to originate loans 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 committed rates. The fair value of letters of
credit and lines of credit are based on fees currently charged for similar
agreements or on the estimated cost to terminate or otherwise settle the
obligations with the counterparties at the reporting date.
Note
3: Securities
Available for sale securities are summarized as follows at estimated fair value:
December
31, 2009
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
Investment
Securities:
|
||||||||||||||||
U.S.
government and federal agency obligation
|
$ | 6,923,238 | $ | 69,988 | $ | (43,963 | ) | $ | 6,949,263 | |||||||
Obligations
of state and political subdivisions
|
18,094,179 | 582,979 | (14,696 | ) | 18,662,462 | |||||||||||
Other
securities
|
1,764,927 | 13,844 | (1,404,475 | ) | 374,296 | |||||||||||
FHLMC
preferred stock
|
- | 10,680 | - | 10,680 | ||||||||||||
Mortgage-backed
securities
|
35,740,194 | 1,712,539 | (276 | ) | 37,452,457 | |||||||||||
Total
investments and mortgage-backed securities
|
$ | 62,522,538 | $ | 2,390,030 | $ | (1,463,410 | ) | $ | 63,449,158 |
8
June
30, 2009
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
Investment
Securities:
|
||||||||||||||||
U.S.
government and federal agency obligation
|
$ | 3,216,975 | $ | 61,733 | $ | - | $ | 3,278,708 | ||||||||
Obligations
of state and political subdivisions
|
13,512,789 | 212,308 | (102,402 | ) | 13,622,695 | |||||||||||
Other
securities
|
4,264,409 | - | (1,264,753 | ) | 2,999,656 | |||||||||||
FHLMC
preferred stock
|
- | 7,920 | - | 7,920 | ||||||||||||
Mortgage-backed
securities
|
39,014,119 | 1,263,681 | (8,787 | ) | 40,269,013 | |||||||||||
Total
investments and mortgage-backed securities
|
$ | 60,008,292 | $ | 1,545,642 | $ | (1,375,942 | ) | $ | 60,177,992 |
The
amortized cost and estimated fair value of investment and mortgage-backed
securities, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
December 31, 2009
|
||||||||
Estimated
|
||||||||
Amortized
|
Fair
|
|||||||
Cost
|
Value
|
|||||||
Available for
Sale:
|
||||||||
Within
one year
|
$ | 1,352,295 | $ | 1,386,198 | ||||
After
one year but less than five years
|
130,000 | 145,824 | ||||||
After
five years but less than ten years
|
4,269,972 | 4,341,709 | ||||||
After
ten years
|
21,030,077 | 20,122,970 | ||||||
Total
investment securities
|
26,782,344 | 25,996,701 | ||||||
Mortgage-backed
securities
|
35,740,194 | 37,452,457 | ||||||
Total
investments and mortgage-backed securities
|
$ | 62,522,538 | $ | 63,449,158 |
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,
2009.
December
31, 2009
|
||||||||||||||||||||||||
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
|
$ | 2,053,072 | $ | 43,963 | $ | - | $ | - | $ | 2,053,072 | $ | 43,963 | ||||||||||||
Obligations
of state and political subdivisions
|
2,294,254 | 14,696 | - | - | 2,294,254 | 14,696 | ||||||||||||||||||
Other
securities
|
- | - | 114,388 | 1,404,475 | 114,388 | 1,404,475 | ||||||||||||||||||
Mortgage-backed
securities
|
19,291 | 29 | 31,736 | 247 | 51,027 | 276 | ||||||||||||||||||
Total
investments and mortgage-backed securities
|
$ | 4,366,617 | $ | 58,688 | $ | 146,124 | $ | 1,404,722 | $ | 4,512,741 | $ | 1,463,410 |
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,
2009.
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:
|
||||||||||||||||||||||||
Obligations
of state and political subdivisions
|
$ | 3,243,030 | $ | 82,933 | $ | 1,547,675 | $ | 19,469 | $ | 4,790,705 | $ | 102,402 | ||||||||||||
Other
securities
|
- | - | 249,656 | 1,264,753 | 249,656 | 1,264,753 | ||||||||||||||||||
Mortgage-backed
securities
|
276,201 | 1,992 | 291,621 | 6,795 | 567,822 | 8,787 | ||||||||||||||||||
Total
investments and mortgage-backed securities
|
$ | 3,519,231 | $ | 84,925 | $ | 2,088,952 | $ | 1,291,017 | $ | 5,608,183 | $ | 1,375,942 |
Other
securities. At September 30, 2009, there were four pooled
trust preferred securities with a fair value of $114,000 and unrealized losses
of $1.4 million in a continuous unrealized loss position for twelve months or
more. These unrealized losses were primarily due to the long-term
nature of the pooled trust preferred securities, a lack of demand or inactive
market for these securities, and concerns regarding the financial institutions
that have issued the underlying trust preferred securities. The
December 31, 2009 cash flow analysis for three of these securities showed it is
probable the Company will receive all contracted principal and related interest
projected, though interest payments have been deferred on two of these
securities. The cash flow analysis used in making this determination
was based on anticipated default and recovery rates, amounts of prepayments, and
the resulting cash flows were discounted based on the yield anticipated at the
time the securities were purchased. Other inputs include the actual
collateral attributes, which include credit ratings and other performance
indicators of
9
the
underlying financial institutions, including profitability, capital ratios, and
asset quality. Assumptions for these securities included a range of
default rates from 4.9% to 9.6% for the 2010 calendar year, 0.25% to 3.9% for
calendar year 2011, and 0.25% to 0.5% thereafter. Recoveries are
assumed at a 15% to 20% rate, following a two-year lag. The
projections assume that the securities will realize no recovery on defaulted
participants, and 15% to 20% recoveries on deferred securities. No
prepayments are assumed. Because the Company does not intend to sell
these securities and it is not more-likely-than-not that the Company will be
required to sell these securities prior to recovery of their amortized cost
basis, which may be maturity, the Company does not consider these investments to
be other than temporarily impaired at December 31, 2009.
At
December 31, 2008, analysis of the fourth trust preferred security indicated
other-than-temporary impairment (OTTI) and the Company performed further
analysis to determine the portion of the loss that was related to credit
conditions of the underlying issuers. The credit loss was calculated
by comparing expected discounted cash flows based on performance indicators of
the underlying assets in the security to the carrying value of the
investment. The discounted cash flow was based on anticipated default
and recovery rates, amounts of prepayments, and the resulting projected cash
flows were discounted based on the yield anticipated at the time the security
was purchased. Other inputs include the actual collateral attributes,
which include credit ratings and other performance indicators of the underlying
financial institutions, including profitability, capital ratios, and asset
quality. Based on this analysis, the Company recorded an impairment
charge of $375,000 for the credit portion of the unrealized loss for this trust
preferred security. This loss established a new, lower amortized cost
basis of $125,000 for this security, and reduced non-interest income for the
second quarter of fiscal 2009, and for the twelve months ended June 30,
2009. At December 31, 2009, cash flow analyses showed it is probable
the Company will receive all of the remaining cost basis and related interest
projected for the security, though interest payments have been deferred on the
security. The Company’s assumptions for this security included default rates of
15% for calendar year 2010, 6% for calendar year 2011, and 0.5% thereafter; for
participants that have already defaulted, no recovery is assumed, while
participants that have deferred are assumed to default with a 20% recovery
following a two-year lag. Future defaults are assumed to provide a
10% recovery after a two-year lag. Because the Company does not
intend to sell this security and it is not more-likely-than-not the Company will
be required to sell this security before recovery of its new, lower amortized
cost basis, which may be maturity, the Company does not consider the remainder
of the investment in this security to be other-than-temporarily impaired at
December 31, 2009.
Credit losses recognized on
investments. As described above, some of the Company’s
investments in trust preferred securities have experienced fair value
deterioration due to credit losses, but are not otherwise other-than-temporarily
impaired. During fiscal 2009, the Company adopted ASC 820, formerly
FASB Staff Position 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly.” The following table provides
information about the trust preferred security for which only a credit loss was
recognized in income and other losses are recorded in other comprehensive income
(loss) for the six-month periods ended December 31, 2009 and 2008.
Accumulated
Credit Losses
|
||||||||
Six
Month Period
|
||||||||
Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Credit
losses on debt securities held
|
||||||||
Beginning
of period
|
$ | 375,000 | $ | - | ||||
Additions
related to OTTI losses not previously recognized
|
- | 375,000 | ||||||
Reductions
due to sales
|
- | - | ||||||
Reductions
due to change in intent or likelihood of sale
|
- | - | ||||||
Additions
related to increases in previously-recognized OTTI losses
|
- | - | ||||||
Reductions
due to increases in expected cash flows
|
- | - | ||||||
End
of period
|
$ | 375,000 | $ | 375,000 |
Note
4: Loans
Loans are summarized as follows:
December
31,
|
June
30,
|
|||||||
2009
|
2009
|
|||||||
Real
Estate Loans:
|
||||||||
Conventional
|
$ | 160,685,414 | $ | 155,490,317 | ||||
Construction
|
26,579,783 | 23,531,528 | ||||||
Commercial
|
113,688,252 | 97,160,828 | ||||||
Consumer
loans
|
27,210,503 | 23,141,738 | ||||||
Commercial
loans
|
89,188,522 | 89,065,652 | ||||||
|
417,352,474 | 388,390,063 | ||||||
Loans
in process
|
(10,690,883 | ) | (15,511,237 | ) | ||||
Deferred
loan fees, net
|
113,442 | 107,346 | ||||||
Allowance
for loan losses
|
(4,270,131 | ) | (4,430,210 | ) | ||||
Total
loans
|
$ | 402,504,902 | $ | 368,555,962 |
10
In the
July 2009 SBOC acquisition, the Company obtained loans that had been carried by
SBOC at a book value of $16.2 million; the loans were recorded at a $1.1 million
fair value discount. Included in that figure is a $1.0 million fair
value discount related to $3.9 million in loans that were deemed impaired at
acquisition and accounted for in accordance with SOP 03-3; the $1.0 million fair
value discount related to the SOP 03-3 loans is not accretable. None
of the $1.1 million fair value discount is included in the Company’s $4.3
million allowance for loan losses.
Note
5: Deposits
Deposits
are summarized as follows:
December
31,
|
June
30,
|
|||||||
2009
|
2009
|
|||||||
Non-interest
bearing accounts
|
$ | 25,297,428 | $ | 21,303,646 | ||||
NOW
accounts
|
88,776,913 | 65,114,474 | ||||||
Money
market deposit accounts
|
7,267,618 | 6,632,987 | ||||||
Savings
accounts
|
86,398,729 | 58,598,085 | ||||||
Certificates
|
189,656,419 | 160,306,276 | ||||||
Total
deposits
|
$ | 397,397,107 | $ | 311,955,468 |
Note
6: Comprehensive
Income
The
Company’s comprehensive income for the three- and six-month periods ended
December 31, 2009 and 2008, was as follows:
Three
months ended
|
Six
months ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
income
|
$ | 1,163,154 | $ | 887,695 | $ | 2,352,869 | $ | 1,814,462 | ||||||||
Other
comprehensive income:
|
||||||||||||||||
Unrealized
gains (losses) on securities available-for-sale
|
(407,541 | ) | 639,428 | 755,086 | 412,158 | |||||||||||
Unrealized
gains (losses) on available-for-sale securities
for
which a portion of an other-than-temporary
impairment
has been recognized in income
|
1,929 | - | 1,834 | - | ||||||||||||
Tax
benefit (expense)
|
150,077 | (236,589 | ) | (280,060 | ) | (152,499 | ) | |||||||||
Total
other comprehensive income (loss)
|
(255,535 | ) | 402,839 | 476,860 | 259,659 | |||||||||||
Comprehensive
income
|
$ | 907,619 | $ | 1,290,534 | $ | 2,829,729 | $ | 2,074,121 |
Note
7: 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- and six-month periods ended December
31, 2009 and 2008.
Three
months ended
|
Six
months ended
|
|||||||||||||||
December
31,
|
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
income
|
$ | 1,163,154 | $ | 887,695 | $ | 2,352,869 | $ | 1,814,462 | ||||||||
Dividend
payable on preferred stock
|
127,445 | 34,486 | 254,783 | 34,486 | ||||||||||||
Net
income available to common shareholders
|
$ | 1,035,709 | $ | 853,209 | $ | 2,098,086 | $ | 1,779,976 | ||||||||
Average
Common shares – outstanding basic
|
2,083,382 | 2,129,827 | 2,083,376 | 2,163,534 | ||||||||||||
Stock
options under treasury stock method
|
2,993 | 681 | 2,825 | 197 | ||||||||||||
Average
Common share – outstanding diluted
|
2,086,375 | 2,130,508 | 2,086,201 | 2,163,731 | ||||||||||||
Basic
earnings per common share
|
$ | 0.50 | $ | 0.40 | $ | 1.01 | $ | 0.82 | ||||||||
Diluted
earnings per common share
|
$ | 0.50 | $ | 0.40 | $ | 1.01 | $ | 0.82 |
The
Company had 189,800 and 184,800 stock options and warrants outstanding at
December 31, 2009 and 2008, respectively, with a grant price exceeding the
market price. These stock options and warrants were excluded from the
above calculation as they were anti-dilutive.
11
Note
8: Stock
Option Plans
ASC 505,
formerly Statement of Financial Accounting Standards 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
9: Employee
Stock Ownership Plan
The
Company 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 2010. The Company has been accruing $60,000 per quarter for
ESOP benefit expenses during this fiscal year.
Note
10: 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, are
now redeemable, 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 11:
Capital Purchase
Program Implemented by the U.S. Treasury
In
December 2008, the Company received $9.6 million from the U.S. Treasury through
the sale of 9,550 shares of the Company’s Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, as part of the Treasury’s Capital Purchase
Program. The Company also issued to the U.S. Treasury a warrant to
purchase 114,326 shares of common stock at $12.53 per share. The
amount of preferred shares sold represented approximately 3% of the Company’s
risk-weighted assets as of September 30, 2008.
The
transaction was part of the Treasury’s program to infuse capital into the
nation’s healthiest and strongest banks for the purpose of stabilizing the US
financial system and promoting economic activity. The Company elected
to participate in the program given the uncertain economic outlook, the
relatively attractive cost of capital compared to the current market, and the
strategic opportunities the Company foresees regarding potential uses of the
capital. The additional capital increased the Company’s already
well-capitalized position. The Company used the proceeds of the issue
for working capital and investment in its banking subsidiary.
The
preferred shares pay a cumulative dividend of 5% per year for the first five
years and 9% per year thereafter. The enactment of the American
Recovery and Reinvestment Act of 2009 on February 17, 2009, permits the Company
to redeem the preferred shares at any time by repaying the Treasury, without
penalty and without a requirement to raise new capital, subject to the
Treasury’s consultation with the Company’s appropriate regulatory
agency. Additionally, upon redemption of the preferred shares, the
warrant may be repurchased from the Treasury at its fair market value as
agreed-upon by the Company and the Treasury.
Note 12:
Acquisitions
In July
2009, the Company acquired 100% of the outstanding stock of Southern Bank of
Commerce (SBOC), headquartered in Paragould, Arkansas. SBOC was
merged into the Company’s existing banking subsidiary, Southern Bank, on July
20, 2009. The Company acquired SBOC primarily for the purpose of
obtaining entry to markets where it believes the Company’s business model will
perform well. The Company paid $600,000 in cash to acquire the
target. At acquisition, SBOC held assets of $29.9 million, including
loans of $16.2 million, and held total deposits of $29.1
million. Based on the acquisition date fair values of the net assets
acquired, goodwill of $171,000 was recorded. A fair value discount
was recorded for the acquired loans of $1.1 million, with the loans reported in
the financial statements at a fair value of approximately $15
million. Of the fair value discount, $1.0 million relates to impaired
loans accounted for in accordance with SOP 03-3; as such, the discount will not
be
12
accreted. A
core deposit intangible asset of $184,000 was recognized on the transaction; the
Company anticipates amortizing this amount over five years, using the
straight-line method.
Note 13:
Subsequent
Events
Subsequent
events have been evaluated through February 15, 2010, which is the date the
financial statements were issued.
Note
14: Recent
Accounting Pronouncements
The
following paragraphs summarize the impact of new accounting
pronouncements:
In
December 2007, the FASB issued ASC 805, formerly Statement No. 141 (revised
2007), “Business Combinations—A Replacement of FASB Statement No. 141” and ASC
810, formerly Statement No. 160, “Noncontrolling Interests in Consolidated
Financial Statements—An Amendment of ARB No. 51.” ASC 805 establishes
principles and requirements for how an acquirer recognizes and measures certain
items in a business combination, as well as disclosures about the nature and
financial effects of a business combination. ASC 810 establishes
accounting and reporting standards surrounding noncontrolling interest, or
minority interests, which are the portions of equity in a subsidiary not
attributable, directly or indirectly, to a parent. The pronouncements
were effective for the Company beginning July 1, 2009. Presentation
and disclosure requirements related to noncontrolling interests must be
retrospectively applied. The Company was impacted by the adoption of
ASC 805 with its July 2009 acquisition (see Footnote 12 to the Consolidated
Financial Statements). The Company does not have any noncontrolling
interests; thus, there was no effect to the financial statements related to the
adoption of ASC 810.
In April
2009, the FASB issued ASC 825, formerly FASB Staff Position on FAS 107-1 and APB
No. 28-1, “Interim Disclosures About Fair Value of Financial Instruments,” which
requires disclosures about fair value of financial instruments in interim
reporting periods of publicly traded companies that were previously only
required to be disclosed in annual financial statements. The
provisions of ASC 825 were effective for the Company’s interim period ending
September 30, 2009. As ASC 825 amends only the disclosure
requirements about fair value of financial instruments in interim periods, the
adoption of ASC 825 did not affect the Company’s consolidated financial
statements.
On May
28, 2009, the FASB issued ASC 855, formerly Statement No. 165, “Subsequent
Events.” Under ASC 855, companies are required to evaluate events and
transactions that occur after the balance sheet date but before the date the
financial statements are issued, or available to be issued in the case of
non-public entities. ASC 855 requires entities to recognize in the
financial statements the effect of all events or transactions that provide
additional evidence of conditions that existed at the balance sheet date,
including the estimates inherent in the financial preparation
process. Entities shall not recognize the impact of events or
transactions that provide evidence about conditions that did not exist at the
balance sheet date, but arose after that date. ASC 855 also requires
entities to disclose the date through which subsequent events have been
evaluated. ASC 855 was effective for interim and annual periods
ending after June 15, 2009. The Company adopted the provisions of ASC 855 during
the year ended June 30, 2009, and the adoption did not have a material impact on
the Company’s financial statements.
On June
12, 2009, the FASB issued ASC 860, formerly Statement No. 166, “Accounting for
Transfers of Financial Assets”. ASC 860 is a revision to SFAS No. 140,
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities,” and will require more information about transfers of financial
assets, including securitization transactions, and where companies will have
continuing exposure to the risks related to transferred financial assets. ASC
860 also eliminates the concept of a “qualifying special-purpose entity,”
changes the requirements for derecognizing financial assets, and requires
additional disclosures. ASC 860 will be effective as of the beginning of the
Company’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Earlier application is prohibited. The
recognition and measurement provisions of ASC 860 shall be applied to transfers
that occur on or after the effective date. The Company will adopt ASC 860 on
July 1, 2010, as required. Management does not expect adoption of the Statement
to have a material impact on the Company’s consolidated financial
statements.
On June
12, 2009, the FASB issued ASC 810, formerly Statement No. 167, “Amendments to
FASB Interpretation No. 46(R)”. ASC 810 is a revision to FASB Interpretation No.
46(R), “Consolidation of Variable Interest Entities,” and changes how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. The
determination of whether a company is required to consolidate an entity is based
on, among other things, an entity’s purpose and design, and a company’s ability
to direct the activities of the entity that most significantly impact the
entity’s economic performance. ASC 810 will be effective as of the Company’s
first annual reporting period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and annual reporting periods
thereafter.
13
Earlier
application is prohibited. The Company will adopt ASC 810 on July 1, 2010, as
required. Management does not expect adoption of the Statement to have a
material impact on the Company’s consolidated financial statements.
On June
29, 2009, the FASB issued ASC 105, formerly Statement No. 168, “Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting
Principles,” a replacement of FASB Statement No. 162. ASC 105
establishes the FASB Accounting Standards Codification TM as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP. ASC 105 will be effective for financial
statements issued for interim and annual periods ending after September 15,
2009, for most entities. On the effective date, all non-SEC accounting and
reporting standards will be superseded. The Company adopted ASC 105
for the quarterly period ended September 30, 2009, as required, and the adoption
did not have a material impact on the Company’s consolidated financial
statements.
14
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 Bank (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 $250,000 under current law 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 13 full service branch facilities in Poplar
Bluff (2), Van Buren, Dexter, Kennett, Doniphan, Qulin, Sikeston, and Matthews,
Missouri, and Paragould, Jonesboro, Brookland, and Leachville,
Arkansas.
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, 2009, 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, 2009, and the
results of operations for the three- and six-month periods ended December 31,
2009 and 2008, 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;
|
15
|
·
|
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
Accounting
principles generally accepted in the United States of America 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 2009 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 2009 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 deposit accounts, repurchase agreements, 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
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 2009, we grew our balance sheet by $67.0 million;
this growth was partially due to the July 2009 acquisition of Southern Bank of
Commerce (SBOC). In that acquisition, the Company acquired loans at a
fair value of approximately $15 million; cash, cash equivalents, and investments
of approximately $12 million; and deposits of $29 million. Total growth for the
six-month period reflected a $34.0 million increase in net loans; a $3.3 million
increase in available-for-sale investments; and a $24.4 million increase in
cash and cash equivalents. Deposits increased $85.4 million, and
Federal Home Loan Bank (FHLB) advances decreased $26.3
million. Growth in loans was primarily comprised of commercial real
estate loans, construction loans, and residential real estate
loans. Deposit growth was primarily in certificates of deposit,
passbook and statement savings accounts, and interest-bearing
checking.
In
December 2008, the Company announced its participation in the U.S. Treasury
Department’s Capital Purchase Program (CPP), which is one component of its
Troubled Asset Relief Program (TARP). The Treasury invested $9.6
million in perpetual preferred stock carrying a dividend of 5% for the first
five years, increasing to 9% thereafter. The Treasury Department
created the CPP with the intention of building capital at healthy U.S. financial
institutions in order to increase the flow of financing to U.S. businesses and
consumers, and to support the U.S. economy. Since the issuance of the
preferred stock to the Treasury, the Company has increased loan balances by
approximately $53 million. The increase in loans was partially due to
the SBOC acquisition. The acquired bank was a small, troubled
institution headquartered in Paragould, Arkansas, which had significantly
reduced lending activity in recent periods. The Company believes that
it can increase credit availability in the communities in which SBOC was
located. Additionally, the Company has contributed to the
accomplishment of Treasury’s objective by leveraging the investment to support
the purchase of U.S. government agency mortgage backed securities and municipal
debt, helping to improve the availability of credit in two distressed
markets. Since the preferred stock issuance, the Company has
increased its securities portfolio balance by $25 million. Much of
these securities purchases would not likely have been made
16
by the
Company, absent the Treasury investment. Including both securities
and direct loans, the Company has increased its investment in credit markets by
$78 million since the preferred stock issuance.
Net
income for the first six months of fiscal 2010 increased 29.7% to $2.4 million,
as compared to $1.8 million earned during the same period of the prior
year. After accounting for preferred stock dividends of $255,000 in
the first six months of the fiscal year, net earnings available to common
shareholders increased 17.9%, to $2.1 million. The increase in net
income compared to the year-ago period was primarily due to the inclusion in the
prior period’s results of other-than-temporary impairment (OTTI) charges of
$679,000, with no corresponding charges in the current period, and a $220,000
reduction in income tax provisions in the current period due to $258,000 in tax
benefits resulting from the July SBOC acquisition. Compared to the
same period of the prior year, net interest income was up $1.2 million, or
17.4%, due to increased interest-earning balances and a relatively stable net
interest margin; non interest income was up $919,000, or 159.6%, due primarily
to the prior period OTTI charges noted above; and loan loss provisions were down
$80,000, or 13.3%. These improvements were mostly offset by a 44.1%
increase in noninterest expense, primarily the result of expenses related to the
SBOC acquisition and the subsequent operation of additional branches in new
markets. Diluted earnings per common share for the first six months
of fiscal 2010 were $1.01, as compared to $0.82 for the first six months of
fiscal 2009.
Short-term
market rates fell slightly during the first six months of fiscal 2010, following
an already substantial decline over the prior two fiscal years; medium- and
long-term rates increased, and the curve remained quite steep, relative to
recent norms – the steep curve is generally beneficial to the
Company. In December 2008, the Federal Reserve cut the targeted
Federal Funds rate to a range of 0.00% to 0.25%, and in March 2009, detailed its
plan to purchase long-term mortgage-backed securities, agency debt, and
long-term Treasuries – those purchases are expected to end in the first calendar
quarter of 2010. From July 1, 2009, to December 31, 2009, the
six-month treasury bill rate declined 15 basis points (to yield 0.20%); the
two-year treasury note increased four basis points (to yield 1.14%); and the
ten-year treasury bond increased 32 basis points (to yield
3.85%). The yield curve was generally steeper for the first six
months of the fiscal year, but was less volatile than in our prior two fiscal
years. In this rate environment, our net interest margin decreased
three basis points when comparing the first six months of fiscal 2010 to the
same period of the prior year, due primarily to special promotional rates
offered in our new Arkansas markets and larger average cash holdings resulting
from strong deposit growth.
The
Company’s net income is also affected by the level of its 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, deposit insurance assessments,
advertising, postage and office expenses, insurance, professional fees, and
other general operating expenses. During the six-month period ended
December 31, 2009, non-interest income increased 159.6% compared to the same
period of the prior fiscal year, primarily due to OTTI charges, noted above,
incurred in the same period of the prior year, with no similar charges during
the six-month period ended December 31, 2009. Excluding those
charges, non-interest income would have increased 19.2%, attributable to
increased debit card activity, secondary market loan sale income, loan late
charges, and NSF charges. Non-interest expense increased for the
six-month period ended December 31, 2009, by 44.1%, compared to the same period
of the prior fiscal year, primarily due to increased compensation and benefits
(resulting primarily from additional compensation related to the SBOC
acquisition); higher occupancy and data processing charges (again, due primarily
to the SBOC acquisition); charges to write down the book value of fixed assets;
increased deposit insurance assessments (primarily the result of base assessment
rate increases by the FDIC); charges for electronic banking and third-party fees
for deposit products; increased advertising and legal and professional fees; and
higher expenses and losses relating to foreclosed and repossessed
property.
In fiscal
2009, we incurred charges to recognize the other-than-temporary impairment
(OTTI) of available-for-sale investments related to investments in Freddie Mac
preferred stock ($304,000 loss realized in the first quarter of fiscal 2009) and
a pooled trust preferred collateralized debt obligation, Trapeza CDO IV, Ltd.,
class C2 ($375,000 loss realized in the second quarter of fiscal
2009). The Company currently holds three additional collateralized
debt obligations (CDOs) which have not been deemed other-than-temporarily
impaired, based on the Company’s best judgment using information currently
available. All of these investments are described in the table
below:
Unrealized
|
Estimated
|
S&P
|
Moody’s
|
||||||||||||||
Security
|
Amortized Cost
|
Gains / (Losses)
|
Fair Value
|
Rating
|
Rating
|
||||||||||||
Freddie Mac Preferred Stock Series Z
|
$ | - | $ | 10,680 | $ | 10,680 | C |
Ca
|
|||||||||
Trapeza CDO IV, Ltd., class C2
|
125,000 | (118,183 | ) | 6,817 |
NR
|
Ca
|
|||||||||||
Trapeza CDO XIII, Ltd., class A2A
|
477,871 | (416,631 | ) | 61,240 |
BB-
|
Ba2
|
|||||||||||
Trapeza CDO XIII, Ltd., class B
|
479,880 | (468,364 | ) | 11,516 |
NR
|
Caa3
|
|||||||||||
Preferred Term Securities XXIV, Ltd., class
B1
|
436,111 | (401,296 | ) | 34,815 |
NR
|
Caa3
|
|||||||||||
Totals
|
$ | 1,518,862 | $ | (1,393,794 | ) | $ | 125,068 |
17
The Company determined the amount
of OTTI charges to record on the Freddie Mac Preferred Stock based on quoted
market prices, and on the Trapeza IV CDO based on the estimated present value of
expected cash flows on the instruments, discounted using a current market rate
on such securities. The Trapeza IV CDO is receiving principal in kind
(PIK), in lieu of cash payments, and is treated by the Company as a non-accrual
asset. The Preferred Term Securities XXIV Class B1 and Trapeza XIII
Class B CDOs are also receiving PIK, but are not treated as non-accrual assets,
as a full recovery of principal and interest is anticipated, based on a review
of the terms of the obligation and the financial strength of the underlying
firms. For the Trapeza XIII class A2A CDO, the Company expects to
receive principal and interest in full without a material change in the
scheduled interest payments, based on a review of the terms of the obligation
and the financial strength of the underlying firms.
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, 2009, and June 30, 2009
The
Company’s total assets increased by $67.0 million, or 14.4%, to $532.8 million
at December 31, 2009, as compared to $465.9 million at June 30,
2009. Loans, net of the allowance for loan losses, increased $34.0
million, or 9.2%, to $402.5 million at December 31, 2009, as compared to $368.5
million at June 30, 2009. Loan growth was partially due to the
approximately $15 million fair value in loans acquired in the SBOC
acquisition. In total, commercial real estate loans grew $16.5
million, construction loans grew $7.9 million, residential real estate loans
grew $5.2 million, and consumer loans were up $4.1 million; commercial operating
and equipment loans were relatively unchanged as agricultural loans saw seasonal
paydowns. Available-for-sale investment balances increased by $3.3
million, or 5.4%, to $63.4 million, as compared to $60.2 million at June 30,
2009. Cash and equivalents increased $24.4 million, from $8.1 million
at June 30, 2009, to $32.5 million, at December 31, 2009. The
increase was attributed to strong deposit growth, additional liquidity obtained
through the SBOC acquisition, and higher required reserves resulting from
transaction account growth.
Asset
growth during the first six months of fiscal 2010 has been funded with deposit
growth, which totaled $85.4 million, or 27.4%, bringing deposit balances to
$397.4 million at December 31, 2009, as compared to $312.0 million at June 30,
2009. The increase in deposits was due in part to deposits acquired
in the SBOC acquisition of approximately $29 million. Growth was also
attributed to continued strong growth in the Company’s reward checking product
and promotion of special high-rate savings accounts in the Company’s new
Arkansas markets. In total, the increase reflected growth of $29.4
million in certificates of deposit, a $27.8 million increase in passbook and
statement savings, and a $23.7 million increase in interest-bearing checking
accounts. Certificate of deposit growth included $3.1 million in new
brokered CD funds, acquired primarily because of the Company’s participation in
a reciprocal brokered deposit service. Public unit deposits were up
$5.8 million, as the Company established a significant new relationship with an
area municipality. Net retail, non-brokered deposits were up $76.6
million. Of the $29 million in deposits acquired from SBOC,
approximately $5 million was public unit and brokered funds, meaning that
organic growth in retail, non-brokered deposits was approximately $72 million in
the first six months of fiscal 2010. As a result of strong deposit
growth and redeployment of cash and cash equivalents acquired in the SBOC
acquisition, the Company reduced FHLB borrowings, which were down $26.3 million,
or 33.3%, to $52.5 million at December 31, 2009, as compared to $78.8 million at
June 30, 2009. Securities sold under agreements to repurchase totaled
$29.4 million at December 31, 2009, an increase of $5.6 million, or 23.6%,
compared to $23.7 million at June 30, 2009, partially due to seasonal balance
fluctuations with several public unit accounts.
Total
stockholders’ equity increased $2.1 million, or 5.0%, to $44.1 million at
December 31, 2009, as compared to $42.0 million at June 30, 2009. The
increase was due to retention of net income and an increase in the market value
of the Company’s available-for-sale investment portfolio, net of tax, partially
offset by cash dividends paid on common and preferred shares.
18
Average Balance Sheet for
the Three- and Six-Month Periods Ended December 31, 2009 and
2008
The
tables below and on the following page 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, 2009 and
2008. 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.
Three-month
period ended
December
31, 2009
|
Three-month
period ended
December
31, 2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
|||||||||||||||||||
Interest
earning assets:
|
||||||||||||||||||||||||
Mortgage
loans (1)
|
$ | 284,140,434 | $ | 4,436,153 | 6.25 | $ | 251,367,563 | $ | 4,209,253 | 6.70 | ||||||||||||||
Other
loans (1)
|
119,186,750 | 1,700,568 | 5.71 | 103,076,030 | 1,524,884 | 5.92 | ||||||||||||||||||
Total
net loans
|
403,327,184 | 6,136,721 | 6.10 | 354,443,593 | 5,734,137 | 6.47 | ||||||||||||||||||
Mortgage-backed
securities
|
36,686,502 | 452,432 | 4.93 | 32,312,440 | 399,776 | 4.95 | ||||||||||||||||||
Investment
securities (2)
|
28,609,152 | 279,077 | 3.90 | 18,057,845 | 159,671 | 3.54 | ||||||||||||||||||
Other
interest earning assets
|
26,212,800 | 25,570 | 0.39 | 5,745,215 | 10,332 | 0.72 | ||||||||||||||||||
Total
interest earning assets (1)
|
494,835,638 | 6,893,800 | 5.58 | 410,559,093 | 6,303,916 | 6.14 | ||||||||||||||||||
Other
noninterest earning assets (3)
|
27,113,781 | - | 24,780,987 | - | ||||||||||||||||||||
Total
assets
|
$ | 521,949,419 | $ | 6,893,800 | $ | 435,340,080 | $ | 6,303,916 | ||||||||||||||||
Interest
bearing liabilities:
|
||||||||||||||||||||||||
Savings
accounts
|
$ | 77,345,656 | $ | 311,527 | 1.61 | $ | 64,796,101 | $ | 326,194 | 2.01 | ||||||||||||||
NOW
accounts
|
79,866,322 | 476,689 | 2.47 | 42,999,550 | 202,129 | 1.88 | ||||||||||||||||||
Money
market deposit accounts
|
6,371,321 | 22,825 | 1.43 | 6,407,373 | 23,601 | 1.47 | ||||||||||||||||||
Certificates
of deposit
|
193,507,694 | 1,194,297 | 2.47 | 146,287,148 | 1,256,716 | 3.44 | ||||||||||||||||||
Total
interest bearing deposits
|
357,090,993 | 2,005,338 | 2.25 | 260,490,172 | 1,808,640 | 2.78 | ||||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||
Securities
sold under agreements
to
repurchase
|
24,486,870 | 53,028 | 0.87 | 24,110,814 | 52,526 | 0.87 | ||||||||||||||||||
FHLB
advances
|
62,466,033 | 734,900 | 4.71 | 84,841,304 | 884,732 | 4.17 | ||||||||||||||||||
Subordinated
debt
|
7,217,000 | 56,010 | 3.10 | 7,217,000 | 99,819 | 5.53 | ||||||||||||||||||
Total
interest bearing liabilities
|
451,260,896 | 2,849,276 | 2.52 | 376,659,290 | 2,845,717 | 3.02 | ||||||||||||||||||
Noninterest
bearing demand deposits
|
25,682,469 | - | 24,426,808 | - | ||||||||||||||||||||
Other
noninterest bearing liabilities
|
1,144,084 | - | 1,133,714 | - | ||||||||||||||||||||
Total
liabilities
|
478,087,449 | 2,849,276 | 402,219,812 | 2,845,717 | ||||||||||||||||||||
Stockholders’
equity
|
43,861,970 | - | 33,120,268 | - | ||||||||||||||||||||
Total
liabilities and
stockholders'
equity
|
$ | 521,949,419 | $ | 2,849,276 | $ | 435,340,080 | $ | 2,845,717 | ||||||||||||||||
Net
interest income
|
$ | 4,044,524 | $ | 3,458,199 | ||||||||||||||||||||
Interest
rate spread (4)
|
3.06 | 3.12 | ||||||||||||||||||||||
Net
interest margin (5)
|
3.27 | 3.37 | ||||||||||||||||||||||
Ratio
of average interest-earning assets
to
average interest-bearing liabilities
|
109.66 | % | 109.00 | % |
(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 $9.4 million and $7.7
million, respectively, for the three-month period ending December 31,
2009, as compared to $8.2 million and $7.4 million for the same period of
the prior fiscal 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.
|
19
Six-month
period ended
December
31, 2009
|
Six-month
period ended
December
31, 2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
Average
Balance
|
Interest
and Dividends
|
Yield/
Cost
(%)
|
|||||||||||||||||||
Interest
earning assets:
|
||||||||||||||||||||||||
Mortgage
loans (1)
|
$ | 279,635,131 | $ | 8,827,843 | 6.31 | $ | 248,237,472 | $ | 8,353,731 | 6.73 | ||||||||||||||
Other
loans (1)
|
120,346,765 | 3,507,002 | 5.83 | 103,748,862 | 3,169,900 | 6.11 | ||||||||||||||||||
Total
net loans
|
399,981,896 | 12,334,845 | 6.19 | 351,986,334 | 11,523,631 | 6.55 | ||||||||||||||||||
Mortgage-backed
securities
|
37,439,868 | 901,288 | 4.81 | 30,310,641 | 754,200 | 4.98 | ||||||||||||||||||
Investment
securities (2)
|
26,443,113 | 509,963 | 3.86 | 17,624,941 | 336,480 | 3.82 | ||||||||||||||||||
Other
interest earning assets
|
18,000,060 | 43,865 | 0.49 | 5,580,958 | 32,080 | 1.15 | ||||||||||||||||||
Total
interest earning assets (1)
|
481,864,937 | 13,789,961 | 5.74 | 405,502,874 | 12,646,391 | 6.24 | ||||||||||||||||||
Other
noninterest earning assets (3)
|
27,275,973 | - | 22,690,738 | - | ||||||||||||||||||||
Total
assets
|
$ | 509,140,910 | $ | 13,789,961 | $ | 428,193,612 | $ | 12,646,391 | ||||||||||||||||
Interest
bearing liabilities:
|
||||||||||||||||||||||||
Savings
accounts
|
$ | 69,025,070 | $ | 495,101 | 1.43 | $ | 67,603,440 | $ | 721,260 | 2.13 | ||||||||||||||
NOW
accounts
|
75,320,454 | 895,554 | 2.38 | 39,476,033 | 322,044 | 1.63 | ||||||||||||||||||
Money
market deposit accounts
|
5,815,216 | 39,167 | 1.35 | 7,709,289 | 60,979 | 1.58 | ||||||||||||||||||
Certificates
of deposit
|
190,393,330 | 2,431,063 | 2.55 | 147,568,287 | 2,537,988 | 3.44 | ||||||||||||||||||
Total
interest bearing deposits
|
340,554,070 | 3,860,885 | 2.27 | 262,357,049 | 3,642,271 | 2.78 | ||||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||
Securities
sold under agreements
to
repurchase
|
24,584,433 | 103,253 | 0.84 | 22,729,678 | 142,015 | 1.25 | ||||||||||||||||||
FHLB
advances
|
66,898,778 | 1,592,500 | 4.76 | 79,864,674 | 1,746,942 | 4.37 | ||||||||||||||||||
Subordinated
debt
|
7,217,000 | 117,160 | 3.25 | 7,217,000 | 203,478 | 5.64 | ||||||||||||||||||
Total
interest bearing liabilities
|
439,254,281 | 5,673,798 | 2.58 | 372,168,401 | 5,734,706 | 3.08 | ||||||||||||||||||
Noninterest
bearing demand deposits
|
24,943,833 | - | 22,754,712 | - | ||||||||||||||||||||
Other
noninterest bearing liabilities
|
1,658,410 | - | 1,264,280 | - | ||||||||||||||||||||
Total
liabilities
|
465,856,524 | 5,673,798 | 396,187,393 | 5,734,706 | ||||||||||||||||||||
Stockholders’
equity
|
43,284,386 | - | 32,006,219 | - | ||||||||||||||||||||
Total
liabilities and
stockholders'
equity
|
$ | 509,140,910 | $ | 5,673,798 | $ | 428,193,612 | $ | 5,734,706 | ||||||||||||||||
Net
interest income
|
$ | 8,116,163 | $ | 6,911,685 | ||||||||||||||||||||
Interest
rate spread (4)
|
3.16 | 3.16 | ||||||||||||||||||||||
Net
interest margin (5)
|
3.38 | 3.41 | ||||||||||||||||||||||
Ratio
of average interest-earning assets
to
average interest-bearing liabilities
|
109.70 | % | 108.96 | % |
(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 $9.3 million and $7.6
million, respectively, for the six-month period ending December 31, 2009,
as compared to $8.2 million and $7.3 million for the same period of the
prior fiscal 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.
|
20
Results of Operations –
Comparison of the three- and six-month periods ended December 31, 2009 and
2008
General. Net income
for the three- and six-month periods ended December 31, 2009, was $1.2 million
and $2.4 million, respectively. After preferred dividends of $127,000
and $255,000, respectively, paid in the three- and six-month periods, net income
available to common shareholders was $1.0 million and $2.1 million,
respectively, increases of $318,000, or 21.4%, and $183,000, or 17.9%,
respectively, as compared to $853,000 and $1.8 million, respectively, in net
income available to common shareholders in the same periods of the prior fiscal
year. Basic and diluted net income available to common shareholders
for the three- and six-month periods ended December 31, 2009, was $1.01 and
$0.50, respectively, compared to $0.82 and $0.40, respectively, for the same
periods of fiscal 2009. Our annualized return on average assets for
the three- and six-month periods ended December 31, 2009, was 0.89% and 0.92%,
respectively, compared to 0.82% and 0.85%, respectively, for the same periods of
the prior fiscal year. Our return on average common stockholders’
equity for the three and six-month periods ended December 31, 2009, was 12.0%
and 12.4%, respectively, compared to 11.2% and 11.6%, respectively, in the same
periods of the prior fiscal year.
Net Interest
Income. Net interest income for the three- and six-month
periods ended December 31, 2009, was $4.0 million and $8.1 million,
respectively, increases of $587,000, or 17.0%, and $1.2 million, or 17.4%, as
compared to the same periods of the prior fiscal year. The increases
reflected our growth initiatives, including the SBOC acquisition, which resulted
in 20.5% and 18.8% increases, respectively, in the average balances of
interest-earning assets (and 19.8% and 18.0% increases, respectively, in
interest-bearing liabilities), for the three- and six-month periods ended
December 31, 2009, compared to the same periods of the prior fiscal
year. Our average interest rate spread for the three- and six-month
periods ended December 31, 2009, was 3.06% and 3.16%, respectively, as compared
to 3.12% and 3.16%, respectively, for the same periods of the prior fiscal
year. Our net interest margin for the three- and six-month periods
ended December 31, 2009, determined by dividing the annualized net interest
income by total average interest-earning assets, was 3.27% and 3.38%,
respectively, compared to 3.37% and 3.41%, respectively, in the same periods of
the prior fiscal year. The six-basis point decrease in interest rate
spread for the three-month period resulted from a 56 basis point decrease in the
average yield on interest-earning assets, partially offset by a 50 basis point
decrease in the average cost of interest-bearing liabilities – the decline in
our interest rate spread was attributed primarily to larger cash balances,
earning relatively low rates, and promotional deposit products, paying
relatively high rates; the Company partially offset these factors by relying to
a lesser extent on longer-term FHLB advances, for which the Company has
typically paid higher rates. For the six-month period, our interest
rate spread was unchanged due to a 50 basis point decrease in both the yield on
interest-earning assets and the cost of interest-bearing
liabilities.
Interest
Income. Total interest income for the three- and six-month
periods ended December 31, 2009, was $6.9 million and $13.8 million,
respectively, increases of $590,000, or 9.4%, and $1.1 million, or 9.0%,
respectively, compared to the amounts earned in the same periods of the prior
fiscal year. The improvements were due to the increases of $84.3 million, or
20.5%, and $76.4 million, or 18.8%, respectively, in the average balance of
interest-earning assets for the three- and six-month periods ended December 31,
2009, as compared to the same periods of the prior year, partially offset by 56
and 50 basis point decreases, respectively, in the average interest rate
earned. For the three- and six-month periods ended December 31, 2009,
the average interest rate on interest-earning assets was 5.58% and 5.74%,
respectively, as compared to 6.14% and 6.24%, respectively, for the same periods
of the prior fiscal year.
Interest
Expense. Total interest expense for the three-month period
ended December 31, 2009, was $2.8 million, an increase of $4,000, or 0.1%, as
compared to the same period of the prior fiscal year; for the six-month period
ended December 31, 2009, total interest expense was $5.7 million, a decrease of
$61,000, or 1.1%, compared to the same period of the prior fiscal
year. The increase for the three-month period was due to the $67.1
million, or 18.0% increase in interest-bearing liabilities, partially offset by
a 50 basis point decrease in the average cost of those liabilities, compared to
the same period of the prior fiscal year; for the six-month period ended
December 31, 2009, the decrease was due to a 50 basis point decrease in the
average cost of interest-bearing liabilities, partially offset by a $74.6
million, or 19.8%, increase in the amount of those interest-bearing
liabilities. For the three- and six-month periods ended December 31,
2009, the average interest rate on interest-bearing liabilities was 2.52% and
2.58%, respectively, as compared to 3.02% and 3.08%, respectively, for the same
periods of the prior fiscal year.
Provisions for Loan
Losses. Provisions for loan losses for the three- and six
month periods ended December 31, 2009, were $310,000 and $520,000, respectively,
as compared to $200,000 and $600,000, respectively, for the same periods of the
prior fiscal year. The increase for the three-month period and
decrease for the six-month period was due to management’s recurring analysis of
the loan portfolio and the allowance for loan losses, which indicated provisions
required to maintain the allowance at the necessary level indicated by the
analysis. In fiscal year 2008 and 2009, respectively, provisions
totaled 34 and 29 basis points as a percentage of average loans outstanding,
compared to net charge offs of ten basis points in fiscal 2009, and net
recoveries of three basis points in fiscal 2008. By comparison,
annualized provisions in the fiscal year to date totaled 26 basis points, while
annualized net charge offs totaled five basis points. Although we
believe that we have established and maintained
21
the
allowance for loan losses at adequate levels, additions may be necessary as the
loan portfolio grows, as economic conditions remain poor, 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, 2009, was $791,000 and $1.5 million, respectively,
increases of $551,000, or 229.2%, and $919,000, or 159.6%, respectively, as
compared to the same periods of the prior fiscal year. The increases
were primarily due charges of $375,000 and $679,000, respectively, in the same
periods of the prior fiscal year incurred to recognize the other-than-temporary
impairment (“OTTI”) of some available-for-sale investments (see “Executive
Summary”). Outside those charges, noninterest income would have
increased 28.6% and 19.2%, respectively, for the three- and six-month periods
ended December 31, 2009, as compared to the same periods of the prior fiscal
year, attributable to increased debit card activity, secondary market loan sale
income, loan late charges, and NSF charges.
Non-interest
Expense. Non-interest expense for the three- and six-month
periods ended December 31, 2009, was $2.9 million and $6.1 million,
respectively, increases of $728,000, or 33.0%, and $1.9 million, or 44.1%, as
compared to the same periods of the prior fiscal year. The increase
for the three-month period was attributed to increased compensation and
benefits, increased deposit insurance assessments, higher occupancy and data
processing charges, charges for electronic banking and third-party fees for
deposit products, and increased legal and professional fees. For the
six-month period, the increase was attributed to increased compensation and
benefits, higher occupancy and data processing charges, charges to write down
the book value of fixed assets, increased deposit insurance assessments, charges
for electronic banking and third-party fees for deposit products, increased
advertising and legal and professional fees, and higher expenses and losses
relating to foreclosed and repossessed property. Compensation
increases were attributed to the addition of personnel related to the SBOC
acquisition, the addition of other key personnel, and general increases in
compensation levels. Occupancy and data processing increases were
primarily due to the addition and operation of four additional branch locations
in Arkansas. Charges to write down the book value of fixed assets
resulted from a decision to write down the value of land previously held for
future expansion to a figure likely to be realized on a pending negotiated sale
and charges to write off obsolete furniture and equipment. Deposit
insurance assessment increases were attributed to industry-wide base assessment
rate increases by the FDIC. 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 60.7% and 63.6%,
respectively, for the three- and six-month periods ended December 31, 2009, as
compared to 59.7% and 56.7%, respectively, for the same periods of the prior
fiscal year.
Income
Taxes. Provisions for income taxes for the three-month period
ended December 31, 2009, were $428,000, an increase of $23,000, or 5.7%, as
compared to the $405,000 in provisions for the same period of the prior fiscal
year. The increase was attributed to an increase in pre-tax income,
partially offset by a decline in the effective tax rate. For the
six-month period ended December 31, 2009, provisions were $621,000, a decrease
of $208,000, or 25.1%, as compared to the $830,000 in provisions for the same
period of the prior fiscal year. The decrease was due primarily to
the recognition of $258,000 in net operating loss carryforward tax benefits
resulting from the SBOC acquisition, which were recognized in the current
period. For the three- and six-month periods ended December 31, 2009,
our effective tax rate was 26.9% and 20.9%, respectively, as compared to 31.3%
and 31.4%, respectively, for the same periods of the prior fiscal
year. Absent the SBOC tax benefits, our effective tax rate would be
29.6% for the fiscal year to date, as compared to 30.9% for fiscal 2009; the
decrease is attributed to higher average balances of tax-preferred securities
and tax credit investments.
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, 2009 and
2008:
22
Fiscal
|
Fiscal
|
|||||||
2010
|
2009
|
|||||||
Balance,
beginning of period
|
$ | 4,430,210 | $ | 3,567,203 | ||||
Loans
charged off:
|
||||||||
Residential
real estate
|
(84,969 | ) | (19,382 | ) | ||||
Commercial
business
|
(78,482 | ) | (206,841 | ) | ||||
Commercial
real estate
|
- | (10,495 | ) | |||||
Consumer
|
(35,815 | ) | (34,850 | ) | ||||
Gross
charged off loans
|
(199,266 | ) | (271,568 | ) | ||||
Recoveries
of loans previously charged off:
|
||||||||
Residential
real estate
|
203 | 15 | ||||||
Commercial
business
|
4,086 | 100 | ||||||
Consumer
|
2,543 | 4,908 | ||||||
Gross
recoveries of charged off loans
|
6,832 | 5,023 | ||||||
Net
charge offs
|
(192,434 | ) | (266,545 | ) | ||||
Provision
charged to expense
|
520,000 | 600,000 | ||||||
Reclassification
of allowance for loan losses as
allowance
for credit losses on off-balance sheet credit exposures
|
(487,645 | ) | - | |||||
Balance,
end of period
|
$ | 4,270,131 | $ | 3,900,658 | ||||
Ratio
of net charge offs (recoveries) during the period
|
0.05 | % | 0.08 | % | ||||
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 decreased $160,000 to $4.3 million at December 31,
2009, from $4.4 million at June 30, 2009; the decrease was due to the
reclassification of $488,000 in allowance for loan losses as an allowance for
credit losses on off-balance sheet credit exposures (letters of credit and
unfunded lines of credit).
At
December 31, 2009, the Company had $8.4 million, or 1.6% of total assets,
adversely classified ($8.4 million classified “substandard” none classified
“doubtful” or “loss”), as compared to adversely classified assets of $9.7
million, or 2.1% of total assets at June 30, 2009, and $4.9 million, or 1.1% of
total assets, adversely classified at December 31, 2008. The decrease
since the end of the prior fiscal year is primarily the result of an upgrade to
a loan relationship with a bank holding company, partially offset by the SBOC
acquisition, as impaired loans were acquired in the transaction. The
acquired impaired loans had an outstanding balance of $3.9 million at
acquisition, and were booked at an estimated fair value of $2.8
million. Fair value was determined primarily based on estimates
regarding underlying collateral value. At December 31, 2009, these
acquired impaired loans had an outstanding balance of $1.7 million, and were
recorded on the consolidated financial statements at a $908,000 fair
value. In general, the loans had not deteriorated beyond the fair
value estimates recorded at acquisition. The increase from December
31, 2008, is partially due to the classification of the Company’s investments in
pooled trust preferred securities (see “Executive Summary”), in addition to the
impaired loans acquired in the SBOC transaction. Other classified
assets were generally comprised of loans secured by commercial real estate,
agricultural real estate, or inventory and equipment. Of our
classified loans, the Company had ceased recognition of interest on loans
totaling $630,000. The Company’s investment in the Trapeza 4 CDO (see
“Executive Summary” and “Nonperforming Assets”) was also treated as a
non-accrual asset. All assets were classified due to concerns as to
the borrowers’ ability to continue to generate sufficient cash flows to service
the debt.
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.
23
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 table below summarizes changes in the Company’s level of nonperforming assets over selected time periods:
12/31/2009
|
6/30/2009
|
12/31/2008
|
||||||||||
Loans
past maturity/delinquent 90 days or more and non-accrual
loans
|
||||||||||||
Residential
real estate
|
$ | 651,000 | $ | 480,000 | $ | 184,000 | ||||||
Construction
|
100,000 | - | - | |||||||||
Commercial
real estate
|
381,000 | 241,000 | - | |||||||||
Commercial
business
|
26,000 | 66,000 | - | |||||||||
Consumer
|
130,000 | 9,000 | - | |||||||||
Total
loans past maturity/delinquent 90 days or more and non-accrual
loans
|
1,288,000 | 796,000 | 184,000 | |||||||||
Non-performing
investments
|
125,000 | 125,000 | - | |||||||||
Foreclosed
real estate or other real estate owned
|
1,351,000 | 313,000 | 168,000 | |||||||||
Other
repossessed assets
|
104,000 | 137,000 | 111,000 | |||||||||
Total
nonperforming assets
|
$ | 2,868,000 | $ | 1,371,000 | $ | 463,000 | ||||||
Percentage
nonperforming assets to total assets
|
0.54 | % | 0.29 | % | 0.10 | % | ||||||
Percentage
nonperforming loans to net loans
|
0.32 | % | 0.22 | % | 0.05 | % |
At
December 31, 2009, non-performing assets totaled $2.9 million, up from $1.4
million at June 30, 2009, and $463,000 at December 31, 2008. The
increase was attributed primarily to the July 2009 SBOC
acquisition. At December 31, 2009, non-performing loans acquired from
SBOC totaled $1.0 million, with a $319,000 fair value adjustment reducing the
balance at which these loans are reported in the financial statements to
$717,000. At December 31, 2009, foreclosed real estate reported by
the Company included $488,000 obtained as a result of the acquisition of
SBOC. Nonperforming investments consist of the Company’s investment
in Trapeza CDO IV, Ltd., class C2 (see Executive Summary).
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, 2009, the Company had outstanding commitments to fund approximately
$53.4 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, 2009, the
Bank had pledged its residential real estate loan portfolio and a significant
portion of its commercial real estate portfolio with the FHLB for available
credit of approximately $141.8 million, of which $52.5 million had been advanced
(additionally, letters of credit totaling $3.0 million had been issued on the
Bank’s behalf in order to secure public unit funding). The Bank has the ability
to pledge several of its other loan portfolios, including home equity and
commercial business loans, which could provide additional collateral for
additional borrowings; in total, FHLB borrowings are generally limited to 40% of
Bank assets, or $212.0 million, which means $156.5 million in borrowings remain
available, subject to available collateral. Along with the ability to
borrow from the FHLB, management believes its liquid resources will be
sufficient to meet the Company’s liquidity needs.
24
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,
2009, and June 30, 2009, the Bank met all applicable adequacy
requirements.
The FDIC
has in place qualifications for banks to be classified as
“well-capitalized.” As of September 30, 2009, 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, 2009
|
||||||||||||||||||||||||
Total
Capital
(to
Risk-Weighted Assets)
|
$ | 48,579,000 | 12.59 | % | $ | 30,857,000 | 8.00 | % | $ | 38,571,000 | 10.00 | % | ||||||||||||
Tier
I Capital
(to
Risk-Weighted Assets)
|
43,816,000 | 11.36 | % | 15,428,000 | 4.00 | % | 23,143,000 | 6.00 | % | |||||||||||||||
Tier
I Capital
(to
Average Assets)
|
43,816,000 | 8.47 | % | 20,691,000 | 4.00 | % | 25,863,000 | 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, 2009
|
||||||||||||||||||||||||
Total
Risk-Based Capital
(to
Risk-Weighted Assets)
|
$ | 44,699,000 | 12.98 | % | $ | 27,557,000 | 8.00 | % | $ | 34,446,000 | 10.00 | % | ||||||||||||
Tier
I Capital
(to
Risk-Weighted Assets)
|
40,388,000 | 11.72 | % | 13,779,000 | 4.00 | % | 20,668,000 | 6.00 | % | |||||||||||||||
Tier
I Capital
(to
Average Assets)
|
40,388,000 | 8.87 | % | 18,215,000 | 4.00 | % | 22,769,000 | 5.00 | % |
25
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 re-pricing 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) actively
soliciting less rate-sensitive deposits, including aggressive use of the
Company’s “rewards checking” product, and (iii) 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.
The
Company continues to originate long-term, fixed-rate residential
loans. During the first six months of fiscal year 2010, fixed rate
residential loan production totaled $8.8 million, as compared to $8.1 million
during the same period of the prior year. At December 31, 2009, the fixed rate
residential loan portfolio was $104.4 million with a weighted average maturity
of 194 months, as compared to $97.8 million at December 31, 2008, with a
weighted average maturity of 208 months. The Company originated $7.0
million in adjustable-rate residential loans during the six-month period ended
December 31, 2009, as compared to $6.8 million during the same period of the
prior year. At December 31, 2009, fixed rate loans with remaining
maturities in excess of 10 years totaled $79.4 million, or 19.7% of net loans
receivable, as compared to $89.8 million, or 25.6% of net loans receivable at
December 31, 2008. The Company originated $33.5 million of fixed rate
commercial and commercial real estate loans during the six-month period ended
December 31, 2009, as compared to $29.3 million during the same period of the
prior year. At December 31, 2009, the fixed rate commercial and
commercial real estate loan portfolio was $124.1 million with a weighted average
maturity of 37 months, compared to $112.6 million at December 31, 2008, with a
weighted average maturity of 36 months. The Company originated $28.0
million in adjustable rate commercial and commercial real estate loans during
the six-month period ended December 31, 2009, as compared to $38.3 million
during the same period of the prior year. At December 31, 2009,
adjustable-rate home equity lines of credit totaled $12.0 million, as compared
to $9.6 million at December 31, 2008. At December 31, 2009, the
Company’s investment portfolio had a weighted-average life of 3.6 years,
compared to 6.0 years at December 31, 2008 – the decrease was attributed to
improvement in the financial markets, which made early repayment of many
instruments more likely. 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.
26
Interest Rate Sensitivity
Analysis
The
following table sets forth as of December 31, 2009, 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
|
$
|
51,177
|
$
|
(266
|
)
|
-1
|
%
|
9.92
|
%
|
0.36
|
%
|
|||||
+200
|
52,314
|
871
|
2
|
%
|
9.99
|
%
|
0.43
|
%
|
||||||||
+100
|
52,793
|
1,350
|
3
|
%
|
9.93
|
%
|
0.37
|
%
|
||||||||
NC
|
51,443
|
-
|
-
|
9.56
|
%
|
-
|
||||||||||
-100
|
47,703
|
(3,740
|
)
|
-7
|
%
|
8.79
|
%
|
-0.77
|
%
|
|||||||
-200
|
46,549
|
(4,894
|
)
|
-10
|
%
|
8.51
|
%
|
-1.05
|
%
|
|||||||
-300
|
47,351
|
(4,092
|
)
|
-8
|
%
|
8.59
|
%
|
-0.97
|
%
|
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.
27
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, 2009, 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, 2009,
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, 2009, 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.
28
PART II: Other
Information
SOUTHERN
MISSOURI BANCORP, INC.
Item
1: Legal Proceedings
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.
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,
2009.
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
|
10/1/2009
thru
10/31/2009
|
-
|
-
|
-
|
-
|
11/1/2009
thru 11/30/2009
|
-
|
-
|
-
|
-
|
12/1/2009
thru 12/31/2009
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
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
|
|||||
(ii)
|
Samuel
H. Smith**
|
|
||||
(iii) |
Sammy
A. Schalk***
|
|
||||
(iii) |
Ronnie
D. Black***
|
|
29
a.
|
L.
Douglas Bagby***
|
||||
b.
|
Rebecca
McLane Brooks****
|
||||
c.
|
Charles
R. Love****
|
||||
d.
|
Charles
R. Moffitt****
|
||||
e.
|
Dennis
Robison*****
|
||||
(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.
|
+++
|
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 Quarterly Report on Form 10-QSB for the
quarter ended December 31, 2000.
|
****
|
Filed
as an exhibit to the registrant’s Quarterly Report on Form 10-QSB for the
quarter ended December 31, 2004.
|
*****
|
Filed
as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the
quarter ended December 31, 2008.
|
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
16, 2010
|
/s/ Samuel H.
Smith
|
|
Samuel
H. Smith
|
|||
Chairman
of the Board of Directors
|
|||
Date:
|
February
16, 2010
|
/s/ Greg A.
Steffens
|
|
Greg
A. Steffens
|
|||
President
(Principal Executive, Financial and Accounting
Officer)
|
30