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SOUTHERN MISSOURI BANCORP, INC. - Quarter Report: 2015 March (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 March 31, 2015

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
or organization)
 
(Employer Identification 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 preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
X
No
 

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
Accelerated filer
X
Non-accelerated filer
 
Smaller reporting company
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes
 
No
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 May 11, 2015
Common Stock, Par Value $.01
 
7,419,666 Shares
 
1



SOUTHERN MISSOURI BANCORP, INC.
FORM 10-Q

INDEX


PART I.
Financial Information
PAGE NO.
     
Item 1.
Condensed Consolidated Financial Statements
 
     
 
 -      Condensed Consolidated Balance Sheets
3
     
 
 -      Condensed Consolidated Statements of Income
4
     
 
 -      Condensed Consolidated Statements of Comprehensive Income
5
     
 
 -      Condensed Consolidated Statements of Cash Flows
6
     
 
 -      Notes to Condensed Consolidated Financial Statements
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
   Operations
34
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
50
     
Item 4.
Controls and Procedures
52
     
PART II.
OTHER INFORMATION
53
     
Item 1.
Legal Proceedings
53
     
Item 1a.
Risk Factors
53
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
53
     
Item 3.
Defaults upon Senior Securities
53
     
Item 4.
Mine Safety Disclosures
53
     
Item 5.
Other Information
53
     
Item 6.
Exhibits
54
     
 
-     Signature Page
55
     
 
-     Tax Allocation Agreement
 
 
-     Certifications
 
     
     
     
     
     
 

 
2


PART I:  Item 1:  Condensed Consolidated Financial Statements

SOUTHERN MISSOURI BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2015 AND JUNE 30, 2014


   
March 31, 2015
   
June 30, 2014
 
   
(unaudited)
     
(dollars in thousands)
   
Cash and cash equivalents
 
$
20,798
   
$
14,932
 
Interest-bearing time deposits
   
2,698
     
1,655
 
Available for sale securities
   
133,637
     
130,222
 
Stock in FHLB of Des Moines
   
4,135
     
4,569
 
Stock in Federal Reserve Bank of St. Louis
   
2,340
     
1,424
 
Loans receivable, net of allowance for loan losses of
     $11,743 and $9,259 at March 31, 2015 and
     June 30, 2014, respectively
   
1,049,524
     
801,056
 
Accrued interest receivable
   
4,645
     
4,402
 
Premises and equipment, net
   
37,490
     
22,467
 
Bank owned life insurance – cash surrender value
   
19,549
     
19,123
 
Intangible assets, net
   
4,451
     
2,335
 
Goodwill
   
4,556
     
1,600
 
Prepaid expenses and other assets
   
19,035
     
17,637
 
     Total assets
 
$
1,302,858
   
$
1,021,422
 
                 
Deposits
 
$
1,056,994
   
$
785,801
 
Securities sold under agreements to repurchase
   
27,960
     
25,561
 
Advances from FHLB of Des Moines
   
65,080
     
85,472
 
Accounts payable and other liabilities
   
4,491
     
3,181
 
Accrued interest payable
   
741
     
569
 
Subordinated debt
   
14,635
     
9,727
 
     Total liabilities
   
1,169,901
     
910,311
 
                 
                 
Preferred stock, $.01 par value, $1,000 liquidation value;
     500,000 shares authorized; 20,000 shares issued and
     outstanding at March 31, 2015 and June 30, 2014
   
20,000
     
20,000
 
                 
Common stock, $.01 par value; 10,000,000 and 8,000,000 shares,
     respectively, authorized; 7,413,666 and 3,340,440 shares,
     respectively, issued at March 31, 2015 and June 30, 2014
   
74
     
33
 
Warrants to acquire common stock
   
177
     
177
 
Additional paid-in capital
   
36,159
     
23,504
 
Retained earnings
   
74,875
     
66,809
 
Accumulated other comprehensive income
   
1,672
     
588
 
     Total stockholders' equity
   
132,957
     
111,111
 
                 
     Total liabilities and stockholders' equity
 
$
1,302,858
   
$
1,021,422
 






See Notes to Condensed Consolidated Financial Statements

3


SOUTHERN MISSOURI BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE- AND NINE-MONTH PERIODS ENDED MARCH 31, 2015 AND 2014 (Unaudited)

   
Three months
   
Nine months
 
   
ended
   
ended
 
   
March 31,
   
March 31,
 
   
2015
   
2014
   
2015
   
2014
 
(dollars in thousands)
       
INTEREST INCOME:
               
      Loans
 
$
12,975
   
$
9,497
   
$
38,560
   
$
27,674
 
      Investment securities
   
483
     
519
     
1,528
     
1,438
 
      Mortgage-backed securities
   
435
     
286
     
1,298
     
587
 
      Other interest-earning assets
   
16
     
14
     
98
     
20
 
                   Total interest income
   
13,909
     
10,316
     
41,484
     
29,719
 
INTEREST EXPENSE:
                               
      Deposits
   
1,756
     
1,493
     
5,060
     
4,447
 
      Securities sold under agreements to repurchase
   
30
     
34
     
84
     
97
 
      Advances from FHLB of Des Moines
   
301
     
272
     
973
     
814
 
      Subordinated debt
   
125
     
83
     
379
     
223
 
                   Total interest expense
   
2,212
     
1,882
     
6,496
     
5,581
 
NET INTEREST INCOME
   
11,697
     
8,434
     
34,988
     
24,138
 
PROVISION FOR LOAN LOSSES
   
837
     
253
     
2,526
     
1,048
 
NET INTEREST INCOME AFTER
                               
    PROVISION FOR LOAN LOSSES
   
10,860
     
8,181
     
32,462
     
23,090
 
NONINTEREST INCOME:
                               
     Deposit account charges and related fees
   
827
     
628
     
2,572
     
1,863
 
     Bank card interchange income
   
568
     
355
     
1,660
     
1,014
 
     Loan late charges
   
127
     
57
     
307
     
174
 
     Other loan fees
   
191
     
129
     
437
     
357
 
     Net realized gains on sale of loans
   
92
     
112
     
473
     
356
 
     Net realized gains (losses) on sale of AFS securities
   
3
     
(2
)
   
6
     
108
 
     Earnings on bank owned life insurance
   
140
     
126
     
426
     
384
 
     Other income
   
146
     
57
     
380
     
153
 
                   Total noninterest income
   
2,094
     
1,462
     
6,261
     
4,409
 
NONINTEREST EXPENSE:
                               
     Compensation and benefits
   
4,541
     
3,215
     
13,313
     
8,878
 
     Occupancy and equipment, net
   
1,424
     
1,045
     
4,414
     
2,807
 
     Deposit insurance premiums
   
158
     
148
     
495
     
356
 
     Legal and professional fees
   
221
     
321
     
748
     
1,232
 
     Advertising
   
232
     
117
     
639
     
354
 
     Postage and office supplies
   
133
     
169
     
434
     
440
 
     Intangible amortization
   
323
     
186
     
930
     
467
 
     Bank card network expense
   
85
     
586
     
595
     
909
 
     Other operating expense
   
974
     
832
     
2,714
     
1,969
 
                   Total noninterest expense
   
8,091
     
6,619
     
24,282
     
17,412
 
INCOME BEFORE INCOME TAXES
   
4,863
     
3,024
     
14,441
     
10,087
 
INCOME TAXES
   
1,497
     
781
     
4,338
     
2,762
 
NET INCOME
 
$
3,366
   
$
2,243
   
$
10,103
   
$
7,325
 
      Less: dividend on preferred shares
   
50
     
50
     
150
     
150
 
      Net income available to common shareholders
 
$
3,316
   
$
2,193
   
$
9,953
   
$
7,175
 
                                 
Basic earnings per common share
 
$
0.45
   
$
0.33
   
$
1.36
   
$
1.09
 
Diluted earnings per common share
 
$
0.44
   
$
0.32
   
$
1.33
   
$
1.06
 
Dividends per common share
 
$
0.085
   
$
0.080
   
$
0.255
   
$
0.240
 




See Notes to Condensed Consolidated Financial Statements

4


SOUTHERN MISSOURI BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE- AND NINE-MONTH PERIODS ENDED MARCH 31, 2015 AND 2014 (Unaudited)


   
Three months ended
   
Nine months ended
 
   
March 31,
   
March 31,
 
   
2015
   
2014
   
2015
   
2014
 
   
   
 
(dollars in thousands)
               
Net income
 
$
3,366
   
$
2,243
   
$
10,103
   
$
7,325
 
      Other comprehensive income:
                               
            Unrealized gains (losses) on securities available-for-sale
   
465
     
928
     
1,700
     
(321
)
            Less:  reclassification adjustment for realized gains (losses)
                 included in net income
   
3
     
(2
)
   
6
     
108
 
            Unrealized gains on available-for-sale securities for
                  which a portion of an other-than-temporary impairment
                  has been recognized in income
   
29
     
293
     
28
     
294
 
            Tax benefit (expense)
   
(159
)
   
(453
)
   
(637
)
   
50
 
      Total other comprehensive income (loss)
   
332
     
770
     
1,085
     
(85
)
Comprehensive income
 
$
3,698
   
$
3,013
   
$
11,188
   
$
7,240
 























See Notes to Condensed Consolidated Financial Statements

5


SOUTHERN MISSOURI BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE-MONTH PERIODS ENDED MARCH 31, 2015 AND 2014 (Unaudited)

   
March 31,
 
(dollars in thousands)
 
2015
   
2014
 
Cash Flows From Operating Activities:
       
Net income
 
$
10,103
   
$
7,325
 
    Items not requiring (providing) cash:
               
      Depreciation
   
1,485
     
1,112
 
      Stock option and stock grant expense
   
99
     
11
 
      Amortization of intangible assets
   
930
     
467
 
      Amortization of purchase accounting adjustments
   
(1,986
)
   
(4
)
      Increase in cash surrender value of bank owned life insurance
   
(426
)
   
(384
)
      Loss on sale of foreclosed assets
   
11
     
19
 
      Provision for loan losses
   
2,526
     
1,048
 
      Gains realized on AFS securities
   
(6
)
   
(108
)
      Net amortization of premiums and discounts on securities
   
687
     
885
 
      Originations of loans held for sale
   
(11,176
)
   
(10,813
)
      Proceeds from sales of loans held for sale
   
11,464
     
10,447
 
      Gain on sales of loans held for sale
   
(473
)
   
(356
)
    Changes in:
               
      Accrued interest receivable
   
390
     
863
 
      Prepaid expenses and other assets
   
1,563
     
531
 
      Accounts payable and other liabilities
   
(171)
     
(596
)
      Deferred income taxes
   
(744
)
   
(402
)
      Accrued interest payable
   
95
     
(466
)
Net cash provided by operating activities
   
14,371
     
9,579
 
Cash flows from investing activities:
               
      Net increase in loans
   
(59,777
)
   
(69,487
)
      Net change in interest-bearing deposits
   
8,907
     
-
 
      Proceeds from maturities of available for sale securities
   
14,813
     
6,701
 
      Proceeds from sales of available for sale securities
   
14,021
     
36,127
 
      Net redemptions (purchases) of Federal Home Loan Bank stock
   
1,361
     
(904
)
      Net purchases of Federal Reserve  Bank of Saint Louis stock
   
(916
)
   
(249
)
      Purchases of available-for-sale securities
   
-
     
(13,660
)
      Purchases of premises and equipment
   
(4,737
)
   
(5,523
)
      Net cash received in (paid for) acquisitions
   
3,221
     
(5,585
)
      Investments in state and federal tax credits
   
-
     
(3,588
)
      Proceeds from sale of fixed assets
   
14
     
-
 
      Proceeds from sale of foreclosed assets
   
567
     
1,143
 
            Net cash used in investing activities
   
(22,526
)
   
(55,025
)
Cash flows from financing activities:
               
      Net increase in demand deposits and savings accounts
   
37,577
     
29,107
 
      Net increase in certificates of deposits
   
12,016
     
611
 
      Net increase (decrease) in securities sold under agreements to repurchase
   
2,399
     
(1,990
)
      Proceeds from Federal Home Loan Bank advances
   
244,960
     
24,600
 
      Repayments of Federal Home Loan Bank advances
   
(281,160
)
   
-
 
      Exercise of stock options
   
265
     
87
 
      Dividends paid on preferred stock
   
(150
)
   
(150
)
      Dividends paid on common stock
   
(1,886
)
   
(1,585
)
            Net cash provided by financing activities
   
14,021
     
50,680
 
Increase in cash and cash equivalents
   
5,866
     
5,234
 
Cash and cash equivalents at beginning of period
   
14,932
     
12,789
 
Cash and cash equivalents at end of period
 
$
20,798
   
$
18,023
 
Supplemental disclosures of cash flow information:
               
Noncash investing and financing activities:
               
Conversion of loans to foreclosed real estate
 
$
903
   
$
335
 
Conversion of foreclosed real estate to loans
   
58
     
338
 
Conversion of loans to repossessed assets
   
98
     
42
 
Cash paid during the period for:
               
Interest (net of interest credited)
 
$
2,043
   
$
2,085
 
Income taxes
   
3,432
     
2,798
 
See Notes to Condensed Consolidated Financial Statements

6


SOUTHERN MISSOURI BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1:  Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 Southern Missouri Bancorp, Inc. (the Company) as of June 30, 2014, has been derived from the audited consolidated balance sheet of the Company as of that date. Operating results for the three- and nine-month periods ended March 31, 2015, are not necessarily indicative of the results that may be expected for the entire fiscal year. For additional information, refer to the audited consolidated financial statements included in the Company's June 30, 2014, Form 10-K, which was filed with the SEC.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Southern Bank (the Bank). All significant intercompany accounts and transactions have been eliminated in consolidation.  All share and per share amounts reflect, or have been restated to reflect, the two-for-one common stock split in the form of a common stock dividend paid on January 30, 2015.

Note 2:  Organization and Summary of Significant Accounting Policies

Organization. The Company, a Missouri corporation, was organized in 1994 and is the parent company of the Bank. Substantially all of the Company's consolidated revenues are derived from the operations of the Bank, and the Bank represents substantially all of the Company's consolidated assets and liabilities.

The Bank is primarily engaged in providing a full range of banking and financial services to individuals and corporate customers in its market areas. The Bank is subject to competition from other financial institutions. The Bank and Company are subject to regulation by certain federal and state agencies and undergo periodic examinations by those regulatory authorities.
 
Basis of Financial Statement Presentation. The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America and general practices within the banking industry. In the normal course of business, the Company encounters two significant types of risk: economic and regulatory. Economic risk is principally comprised of interest rate risk, credit risk, and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities reprice on a different basis than its interest-earning assets. Credit risk is the risk of default on the Company's investment or loan portfolios resulting from the borrowers' inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the investment portfolio, collateral underlying loans receivable, and the value of the Company's investments in real estate.
 
Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. All significant intercompany accounts and transactions have been eliminated.
 
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, estimated fair values of purchased loans, other-than-temporary impairments (OTTI), and fair value of financial instruments.
 
Cash and Cash Equivalents. For purposes of reporting cash flows, cash and cash equivalents includes cash, due from depository institutions and interest-bearing deposits in other depository institutions with original maturities of three

7


months or less. Interest-bearing deposits in other depository institutions were $12.7 million and $8.6 million at March 31, 2015 and June 30, 2014, respectively. The deposits are held in various commercial banks with none exceeding the FDIC's deposit insurance limits, as well as at the Federal Reserve Bank of St. Louis and the Federal Home Loan Bank of Des Moines (FHLB).
 
Available for Sale Securities. Available for sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Unrealized gains and losses, net of tax, are reported in accumulated other comprehensive income, a component of stockholders' equity. All securities have been classified as available for sale.

Premiums and discounts on debt securities are amortized or accreted as adjustments to income over the estimated life of the security using the level yield method. Realized gains or losses on the sale of securities are based on the specific identification method. The fair value of securities is based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

The Company does not invest in collateralized mortgage obligations that are considered by the Company to be high risk.

When the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. As a result, the Company's balance sheet as of the dates presented reflects the full impairment (that is, the difference between the security's amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive loss. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Federal Reserve Bank and Federal Home Loan Bank Stock. The Bank is a member of the FHLB system and the Federal Reserve Bank of St. Louis. Capital stock of the Federal Reserve and the FHLB is a required investment based upon a predetermined formula and is carried at cost.
 
Loans. Loans are generally stated at unpaid principal balances, less the allowance for loan losses and net deferred loan origination fees and unamortized premiums or discounts on purchased loans.

Interest on loans is accrued based upon the principal amount outstanding. The accrual of interest on loans is discontinued when, in management's judgment, the collectability of interest or principal in the normal course of business is doubtful. The Company complies with regulatory guidance which indicates that loans should be placed in nonaccrual status when 90 days past due, unless the loan is both well-secured and in the process of collection. A loan that is "in the process of collection" may be subject to legal action or, in appropriate circumstances, through other collection efforts reasonably expected to result in repayment or restoration to current status in the near future. A loan is considered delinquent when a payment has not been made by the contractual due date. Interest income previously accrued but not collected at the date a loan is placed on nonaccrual status is reversed against interest income. Cash receipts on a nonaccrual loan are applied to principal and interest in accordance with its contractual terms unless full payment of principal is not expected, in which case cash receipts, whether designated as principal or interest, are applied as a reduction of the carrying value of the loan. A nonaccrual loan is generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured, and a consistent record of performance has been demonstrated.

The allowance for losses on loans represents management's best estimate of losses probable in the existing loan portfolio. The allowance for losses on loans is increased by the provision for losses on loans charged to expense and reduced by loans charged off, net of recoveries. Loans are charged off in the period deemed uncollectible, based on management's analysis of expected cash flow (for non-collateral dependent loans) or collateral value (for collateral-dependent loans). Subsequent recoveries of loans previously charged off, if any, are credited to the allowance when received. The provision for losses on loans is determined based on management's assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions and the related impact on specific borrowers and industry groups, historical loan loss experience, the level of classified and nonperforming loans and the results of regulatory examinations.

8


Loans are considered impaired if, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Depending on a particular loan's circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Valuation allowances are established for collateral-dependent impaired loans for the difference between the loan amount and fair value of collateral less estimated selling costs. For impaired loans that are not collateral dependent, a valuation allowance is established for the difference between the loan amount and the present value of expected future cash flows discounted at the historical effective interest rate or the observable market price of the loan. Impairment losses are recognized through an increase in the required allowance for loan losses. Cash receipts on loans deemed impaired are recorded based on the loan's separate status as a nonaccrual loan or an accrual status loan.

Some loans are accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. For these loans ("purchased credit impaired loans"), the Company recorded a fair value discount which established a new book value (see Note 4). For these loans, we determined the contractual amount and timing of undiscounted principal and interest payments (the "undiscounted contractual cash flows"), and estimated the amount and timing of undiscounted expected principal and interest payments, including expected prepayments (the "undiscounted expected cash flows"). Under acquired impaired loan accounting, the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference is an estimate of the loss exposure of principal and interest related to the purchased credit impaired loans, and the amount is subject to change over time based on the performance of the loans. The carrying value of purchased credit impaired loans is initially determined as the discounted expected cash flows. The excess of expected cash flows at acquisition over the initial fair value of the purchased credit impaired loans is referred to as the "accretable yield" and is recorded as interest income over the estimated life of the acquired loans using the level-yield method, if the timing and amount of the future cash flows is reasonably estimable. The carrying value of purchased credit impaired loans is reduced by payments received, both principal and interest, and increased by the portion of the accretable yield recognized as interest income. Subsequent to acquisition, the Company evaluates the purchased credit impaired loans on a quarterly basis. Increases in expected cash flows compared to those previously estimated increase the accretable yield and are recognized as interest income prospectively. Decreases in expected cash flows compared to those previously estimated decrease the accretable yield and may result in the establishment of an allowance for loan losses and a provision for loan losses. Purchased credit impaired loans are generally considered accruing and performing loans, as the loans accrete interest income over the estimated life of the loan when expected cash flows are reasonably estimable. Accordingly, purchased credit impaired loans that are contractually past due are still considered to be accruing and performing as long as there is an expectation that the estimated cash flows will be received. If the timing and amount of cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans.

Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income using the interest method over the contractual life of the loans.
 
Foreclosed Real Estate. Real estate acquired by foreclosure or by deed in lieu of foreclosure is initially recorded at fair value less estimated selling costs. Costs for development and improvement of the property are capitalized.

Valuations are periodically performed by management, and an allowance for losses is established by a charge to operations if the carrying value of a property exceeds its estimated fair value, less estimated selling costs.

Loans to facilitate the sale of real estate acquired in foreclosure are discounted if made at less than market rates. Discounts are amortized over the fixed interest period of each loan using the interest method.
 
Premises and Equipment. Premises and equipment are stated at cost less accumulated depreciation and include expenditures for major betterments and renewals. Maintenance, repairs, and minor renewals are expensed as incurred. When property is retired or sold, the retired asset and related accumulated depreciation are removed from the accounts and the resulting gain or loss taken into income. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment loss recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets.

9


Depreciation is computed by use of straight-line and accelerated methods over the estimated useful lives of the assets. Estimated lives are generally seven to forty years for premises, three to seven years for equipment, and three years for software.
 
Intangible Assets.  The Company's intangible assets at March 31, 2015 included gross core deposit intangibles of $5.9 million with $1.6 million accumulated amortization, gross other identifiable intangibles of $3.8 million with accumulated amortization of $3.7 million, and mortgage servicing rights of $84,000. At June 30, 2014, the Company's intangible assets included gross core deposit intangibles of $2.9 million with $875,000 accumulated amortization, and gross other identifiable intangibles of $3.8 million with accumulated amortization of $3.5 million, and mortgage servicing rights of $38,000.  The Company's core deposit and other intangible assets are being amortized using the straight line method, over periods ranging from five to fifteen years, with amortization expense expected to be approximately $323,000 in the remainder of fiscal 2015, $1.0 million in fiscal 2016, $911,000 in fiscal 2017, $911,000 in fiscal 2018,  $655,000 in fiscal 2019 and $541,000 thereafter.
Goodwill. The Company's goodwill is evaluated annually for impairment or more frequently if impairment indicators are present.  A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value is less than the carrying amount, including goodwill.  If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then goodwill is tested further for impairment.  If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value.  Subsequent increases in goodwill value are not recognized in the financial statements.

Income Taxes. The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiaries.
 
Incentive Plan. The Company accounts for its Management and Recognition Plan, 2003 Stock Option and Incentive Plan and 2008 Equity Incentive Plan in accordance with ASC 718, "Share-Based Payment." Compensation expense is based on the market price of the Company's stock on the date the shares are granted and is recorded over the vesting period. The difference between the aggregate purchase price and the fair value on the date the shares are considered earned represents a tax benefit to the Company and is recorded as an adjustment to additional paid in capital
 
Outside Directors' Retirement. Southern Bank adopted a directors' retirement plan in April 1994 for outside directors. The directors' retirement plan provides that each non-employee director (participant) shall receive, upon termination of service on the Board on or after age 60, other than termination for cause, a benefit in equal annual installments over a five year period. The benefit will be based upon the product of the participant's vesting percentage and the total Board fees paid to the participant during the calendar year preceding termination of service on the Board. The vesting percentage shall be determined based upon the participant's years of service on the Board.

10


In the event that the participant dies before collecting any or all of the benefits, Southern Bank shall pay the participant's beneficiary. No benefits shall be payable to anyone other than the beneficiary, and benefits shall terminate on the death of the beneficiary.
 
Stock Options. The amount of compensation cost is measured based on the grant-date fair value of the equity instruments issued, and recognized over the vesting period during which an employee provides service in exchange for the award.
 
Earnings Per Common Share. Basic earnings per share available to common stockholders is computed using the weighted-average number of common shares outstanding. Diluted earnings per share available to common stockholders includes the effect of all weighted-average dilutive potential common shares (stock options and warrants) outstanding during each period.
 
Comprehensive Income. Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes. Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities, unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income, and changes in the funded status of defined benefit pension plans.
 
Reclassification. Certain amounts included in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on net income.
 
The following paragraphs summarize the expected impact of new accounting pronouncements:

In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement," to provide guidance to customers about whether a cloud computing arrangement includes a software license. Arrangements containing a license should be recorded as consistent with the acquisition of software licenses, whereas arrangements that do not include a software license should be recorded as consistent with the accounting for service contracts. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company is reviewing the ASU, but does not expect adoption will result in a significant effect on the Company's consolidated financial statements.

In February 2015, FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis," requiring an evaluation of whether certain legal entities should be consolidated and modifying the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company is reviewing the ASU.

In August 2014, FASB issued ASU 2014-14, "Troubled Debt Restructurings by Creditors," to address the classification of certain foreclosed mortgage loans held by creditors that are either fully or partially guaranteed under government programs (e.g., FHA, VA, HUD). The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company is reviewing the ASU, but does not expect adoption will result in a significant effect on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers," superseding most industry-specific revenue recognition guidance in the FASB Accounting Standards Codification. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance identifies specific steps that entities should apply in order to achieve this principle. The ASU was originally effective for interim and annual periods beginning after December 15, 2016, and must be applied retrospectively, but in April 2015, FASB issued an exposure draft proposing deferral of the effective date for public entities to interim and annual periods beginning after December 15, 2017. The Company remains in the process of evaluating the impact of the ASU's adoption on the Company's consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure," to reduce diversity by clarifying when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Adoption of the ASU is not expected to have a significant effect on the Company's consolidated financial statements.

In January 2014, the FASB issued ASU 2014-01, "Accounting for Investments in Qualified Affordable Housing Projects," to permit entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The ASU modifies the conditions that an entity must meet to be eligible to use a method other than the equity or cost methods to account for qualified affordable housing project investments. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company is reviewing the ASU, but does not expect adoption will result in a significant effect on the Company's consolidated financial statements.

11


Note 3:  Securities

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of securities available for sale consisted of the following:

   
March 31, 2015
 
       
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(dollars in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                 
Investment and mortgage backed securities:
               
  U.S. government-sponsored enterprises (GSEs)
 
$
15,918
   
$
50
   
$
(96
)
 
$
15,872
 
  State and political subdivisions
   
40,481
     
2,051
     
(46
)
   
42,486
 
  Other securities
   
3,215
     
280
     
(689
)
   
2,806
 
  Mortgage-backed: GSE residential
   
71,393
     
1,091
     
(11
)
   
72,473
 
     Total investments and mortgage-backed securities
 
$
131,007
   
$
3,472
   
$
(842
)
 
$
133,637
 

   
June 30, 2014
 
       
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(dollars in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                 
Investment and mortgage backed securities:
               
  U.S. government-sponsored enterprises (GSEs)
 
$
24,607
   
$
21
   
$
(554
)
 
$
24,074
 
  State and political subdivisions
   
43,632
     
1,856
     
(131
)
   
45,357
 
  Other securities
   
3,294
     
264
     
(918
)
   
2,640
 
  Mortgage-backed GSE residential
   
57,780
     
578
     
(207
)
   
58,151
 
     Total investments and mortgage-backed securities
 
$
129,313
   
$
2,719
   
$
(1,810
)
 
$
130,222
 

The amortized cost and estimated fair value of investment and mortgage-backed securities available for sale, 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 penalties.

   
March 31, 2015
 
       
Estimated
 
(dollars in thousands)
 
Amortized
   
Fair
 
   
Cost
   
Value
 
 
       
   Within one year
 
$
1,535
   
$
1,541
 
   After one year but less than five years
   
15,551
     
15,634
 
   After five years but less than ten years
   
17,362
     
17,856
 
   After ten years
   
25,166
     
26,133
 
      Total investment securities
   
59,614
     
61,164
 
   Mortgage-backed securities
   
71,393
     
72,473
 
     Total investments and mortgage-backed securities
 
$
131,007
   
$
133,637
 

The following tables show 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 March 31, 2015 and June 30, 2014:

   
March 31, 2015
 
   
Less than 12 months
   
More than 12 months
   
Total
 
       
Unrealized
       
Unrealized
       
Unrealized
 
(dollars in thousands)
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                         
  U.S. government-sponsored enterprises (GSEs)
 
$
1,996
   
$
2
   
$
7,895
   
$
94
   
$
9,891
   
$
96
 
  Obligations of state and political subdivisions
   
1,530
     
3
     
1,500
     
43
     
3,030
     
46
 
  Other securities
   
-
     
-
     
1,199
     
689
     
1,199
     
689
 
  Mortgage-backed securities
   
2,861
     
11
     
-
     
-
     
2,861
     
11
 
    Total investments and mortgage-backed securities
 
$
6,387
   
$
16
   
$
10,594
   
$
826
   
$
16,981
   
$
842
 


12



   
June 30, 2014
 
   
Less than 12 months
   
More than 12 months
   
Total
 
       
Unrealized
       
Unrealized
       
Unrealized
 
(dollars in thousands)
 
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
                         
  U.S. government-sponsored enterprises (GSEs)
 
$
2,676
   
$
26
   
$
18,451
   
$
528
   
$
21,127
   
$
554
 
  Obligations of state and political subdivisions
   
1,863
     
3
     
4,938
     
128
     
6,801
     
131
 
  Other securities
   
476
     
2
     
532
     
916
     
1,008
     
918
 
  Mortgage-backed securities
   
8,882
     
77
     
1,649
     
130
     
10,531
     
207
 
    Total investments and mortgage-backed securities
 
$
13,897
   
$
108
   
$
25,570
   
$
1,702
   
$
39,467
   
$
1,810
 

Other securities. At March 31, 2015, there were three pooled trust preferred securities with an estimated fair value of $757,000 and unrealized losses of $681,000 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 issued the underlying trust preferred securities. Rules adopted by the federal banking agencies in December 2013 to implement Section 619 of the Dodd-Frank Act (the "Volcker Rule") generally prohibit banking entities from engaging in proprietary trading and from investing in, sponsoring, or having certain relationships with a hedge fund or private equity fund. All pooled trust preferred securities owned by the Company were included in a January 2014 listing of securities which the agencies considered to be grandfathered with regard to these prohibitions; as such, banking entities are permitted to retain their interest in these securities, provided the interest was acquired on or before December 10, 2013, unless acquired pursuant to a merger or acquisition.

The March 31, 2015, cash flow analysis for these three securities indicated it is probable the Company will receive all contracted principal and related interest projected. The cash flow analysis used in making this determination was based on anticipated default, recovery, and prepayment rates, 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 the underlying financial institutions, including profitability, capital ratios, and asset quality. Assumptions for these three securities included annualized prepayments of 1%; no recoveries on issuers currently in default; recoveries of zero to 49 percent on currently deferred issuers within the next two years; new defaults of 50 basis points annually; and recoveries of 10% of new defaults.

One of these three securities has continued to receive cash interest payments in full since our purchase; the second of the three securities received principal-in-kind (PIK), in lieu of cash interest, for a period of time following the recession and financial crisis which began in 2008, but resumed interest payments during fiscal 2014. Our cash flow analysis indicates that interest payments are expected to continue for these two securities. 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 March 31, 2015.

For the last of these three securities, the Company is receiving PIK, in lieu of cash interest. Pooled trust preferred securities generally allow, under the terms of the issue, for issuers included in the pool to defer interest for up to five consecutive years. After five years, if not cured, the issuer is considered to be in default and the trustee may demand payment in full of principal and accrued interest. Issuers are also considered to be in default in the event of the failure of the issuer or a subsidiary bank. Both deferred and defaulted issuers are considered non-performing, and the trustee calculates, on a quarterly or semi-annual basis, certain coverage tests prior to the payment of cash interest to owners of the various tranches of the securities. The tests must show that performing collateral is sufficient to meet requirements for senior tranches, both in terms of cash flow and collateral value, before cash interest can be paid to subordinate tranches. If the tests are not met, available cash flow is diverted to pay down the principal balance of senior tranches until the coverage tests are met, before cash interest payments to subordinate tranches may resume. The Company is receiving PIK for this security due to failure of the required coverage tests described above at senior tranche levels of the security. The risk to holders of a tranche of a security in PIK status is that the pool's total cash flow will not be sufficient to repay all principal and accrued interest related to the investment. The impact of payment of PIK to subordinate tranches is to strengthen the position of senior tranches, by reducing the senior tranches' principal balances relative to available collateral and cash flow, while increasing principal balances, decreasing cash flow, and increasing credit risk to the tranches receiving PIK. For this security in receipt of PIK, the principal balance is increasing, cash flow has stopped, and, as a result, credit risk is increasing. The Company expects this security to remain in PIK status for a period of 1.5 years. Despite these facts, because the Company does not intend to sell this

13


security and it is not more-likely-than-not that the Company will be required to sell this security prior to recovery of its amortized cost basis, which may be maturity, the Company does not consider this investment to be other-than-temporarily impaired at March 31, 2015.

At December 31, 2008, analysis of a fourth pooled trust preferred security indicated other-than-temporary impairment (OTTI). The loss recognized at that time reduced the amortized cost basis for the security, and as of March 31, 2015, the estimated fair value of the security exceeds the new, lower amortized cost basis.

The Company does not believe any other individual unrealized loss as of March 31, 2015, represents OTTI. However, the Company could be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any additional OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in the period the other-than-temporary impairment is identified.

Credit losses recognized on investments. As described above, one of the Company's investments in trust preferred securities experienced fair value deterioration due to credit losses, but is 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 nine-month periods ended March 31, 2015 and 2014.

   
Accumulated Credit Losses
 
   
Nine-Month Period Ended
 
(dollars in thousands)
 
March 31,
 
   
2015
   
2014
 
Credit losses on debt securities held
       
Beginning of period
 
$
375
   
$
375
 
  Additions related to OTTI losses not previously recognized
   
-
     
-
 
  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
   
(7
)
   
-
 
End of period
 
$
368
   
$
375
 

Note 4:  Loans and Allowance for Loan Losses

Classes of loans are summarized as follows:

(dollars in thousands)
 
March 31, 2015
   
June 30, 2014
 
     
Real Estate Loans:
       
      Residential
 
$
381,323
   
$
303,901
 
      Construction
   
69,882
     
40,738
 
      Commercial
   
406,204
     
308,520
 
Consumer loans
   
45,884
     
35,223
 
Commercial loans
   
181,676
     
141,072
 
     
1,084,969
     
829,454
 
Loans in process
   
(23,793
)
   
(19,261
)
Deferred loan fees, net
   
91
     
122
 
Allowance for loan losses
   
(11,743
)
   
(9,259
)
      Total loans
 
$
1,049,524
   
$
801,056
 

The Company's lending activities consist of originating loans secured by mortgages on one- to four-family residences and commercial and agricultural real estate, construction loans on residential and commercial properties, commercial and agricultural business loans and consumer loans. The Company has also occasionally purchased loan participation interests originated by other lenders and secured by properties generally located in the states of Missouri and Arkansas.

14


Residential Mortgage Lending. The Company actively originates loans for the acquisition or refinance of one- to four-family residences. This category includes both fixed-rate and adjustable-rate mortgage ("ARM") loans amortizing over periods of up to 30 years, and the properties securing such loans may be owner-occupied or non-owner-occupied. Single-family residential loans do not generally exceed 90% of the lower of the appraised value or purchase price of the secured property. Substantially all of the one- to four-family residential mortgage originations in the Company's portfolio are located within the Company's primary lending area.

The Company also originates loans secured by multi-family residential properties that are often located outside the Company's primary lending area, but made to borrowers who operate within the primary lending area. The majority of the multi-family residential loans that are originated by the Bank are amortized over periods generally up to 25 years, with balloon maturities typically up to ten years. Both fixed and adjustable interest rates are offered and it is typical for the Company to include an interest rate "floor" and "ceiling" in the loan agreement. Generally, multi-family residential loans do not exceed 85% of the lower of the appraised value or purchase price of the secured property.

Commercial Real Estate Lending. The Company actively originates loans secured by commercial real estate including land (improved, unimproved, and farmland), strip shopping centers, retail establishments and other businesses. These properties are typically owned and operated by borrowers headquartered within the Company's primary lending area, however, the property may be located outside our primary lending area.

Most commercial real estate loans originated by the Company generally are based on amortization schedules of up to 20 years with monthly principal and interest payments. Generally, the interest rate received on these loans is fixed for a maturity of up to five years, with a balloon payment due at maturity. Alternatively, for some loans, the interest rate adjusts at least annually after an initial period up to five years. For loans with interest rates that adjust, the Company typically includes an interest rate "floor" in the loan agreement. Generally, improved commercial real estate loan amounts do not exceed 80% of the lower of the appraised value or the purchase price of the secured property. Agricultural real estate terms offered differ slightly, with amortization schedules of up to 25 years with an 80% loan-to-value ratio, or 30 years with a 75% loan-to-value ratio.

Construction Lending. The Company originates real estate loans secured by property or land that is under construction or development. Construction loans originated by the Company are generally secured by mortgage loans for the construction of owner occupied residential real estate or to finance speculative construction secured by residential real estate, land development, or owner-operated or non-owner occupied commercial real estate. During construction, these loans typically require monthly interest-only payments and have maturities ranging from six to twelve months. Once construction is completed, loans may be converted to permanent status with monthly payments using amortization schedules of up to 30 years on residential and generally up to 20 years on commercial real estate.

While the Company typically utilizes maturity periods ranging from 6 to 12 months to closely monitor the inherent risks associated with construction loans, weather conditions, change orders, availability of materials and/or labor, and other factors may contribute to the lengthening of a project, thus necessitating the need to renew the construction loan at the balloon maturity. Such extensions are typically executed in incremental three month periods to facilitate project completion. The Company's average term for a construction loan is approximately nine months. During construction, loans typically require monthly interest only payments which may allow the Company an opportunity to monitor for early signs of financial difficulty should the borrower fail to make a required monthly payment. Additionally, during the construction phase, the Company typically obtains interim inspections completed by an independent third party. This monitoring further allows the Company an opportunity to assess risk. At March 31, 2015, construction loans outstanding included 57 loans, totaling $9.6 million, for which a modification had been agreed to. At June 30, 2014, construction loans outstanding included 31 loans, totaling $13.1 million, for which a modification had been agreed to. All modifications were solely for the purpose of extending the maturity date due to conditions described above.  None of these modifications were executed due to financial difficulty on the part of the borrower and, therefore, the loans were not accounted for as TDRs.

Consumer Lending. The Company offers a variety of secured consumer loans, including home equity, direct and indirect automobile loans, second mortgages, mobile home loans and loans secured by deposits. The Company originates substantially all of its consumer loans in its primary lending area. Usually, consumer loans are originated with fixed rates for terms of up to five years, with the exception of home equity lines of credit (HELOCs), which are variable, are tied to the prime rate of interest, and are for a period of ten years.

15


HELOCs are secured with a deed of trust and are issued up to 100% of the appraised or assessed value of the property securing the line of credit, less the outstanding balance on the first mortgage and are typically issued for a term of ten years. Interest rates on the HELOCs are generally adjustable. Interest rates are based upon the loan-to-value ratio of the property with better rates given to borrowers with more equity.

Automobile loans originated by the Company include both direct loans and a smaller amount of indirect loans originated by auto dealers. The Company generally pays a negotiated fee back to the dealer for indirect loans. Typically, automobile loans are made for terms of up to 60 months for new and used vehicles. Loans secured by automobiles have fixed rates and are generally made in amounts up to 100% of the purchase price of the vehicle.

Commercial Business Lending. The Company's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory, equipment and operating lines of credit, including agricultural production and equipment loans. The Company offers both fixed and adjustable rate commercial business loans. Generally, commercial loans secured by fixed assets are amortized over periods up to five years, while commercial operating lines of credit or agricultural production lines are generally for a one year period.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans (excluding loans in process and deferred loan fees) based on portfolio segment and impairment methods as of March 31, 2015 and June 30, 2014, and activity in the allowance for loan losses for the three- and nine-month periods ended March 31, 2015 and 2014:

   
At period end and for the nine months ended March 31, 2015
 
   
Residential
   
Construction
   
Commercial
             
   
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
   
Total
 
(dollars in thousands)
   
Allowance for loan losses:
                       
      Balance, beginning of period
 
$
2,462
   
$
355
   
$
4,143
   
$
519
   
$
1,780
   
$
9,259
 
      Provision charged to expense
   
286
     
511
     
698
     
216
     
815
     
2,526
 
      Losses charged off
   
(24
)
   
-
     
(9
)
   
(54
)
   
(40
)
   
(127
)
      Recoveries
   
10
     
-
     
40
     
32
     
3
     
85
 
      Balance, end of period
 
$
2,734
   
$
866
   
$
4,872
   
$
713
   
$
2,558
   
$
11,743
 
      Ending Balance: individually
            evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
59
   
$
-
   
$
59
 
      Ending Balance: collectively
            evaluated for impairment
 
$
2,734
   
$
866
   
$
4,872
   
$
654
   
$
2,558
   
$
11,684
 
      Ending Balance: loans acquired
            with deteriorated credit quality
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Loans:
                                               
      Ending Balance: individually
            evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
59
   
$
-
   
$
59
 
      Ending Balance: collectively
            evaluated for impairment
 
$
377,500
   
$
43,608
   
$
394,407
   
$
45,630
   
$
180,580
   
$
1,041,725
 
      Ending Balance: loans acquired
            with deteriorated credit quality
 
$
3,823
   
$
2,481
   
$
11,797
   
$
195
   
$
1,096
   
$
19,392
 

   
For the three months ended March 31, 2015
 
(dollars in thousands)
 
Residential
   
Construction
   
Commercial
             
   
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
   
Total
 
Allowance for loan losses:
                       
      Balance, beginning of period
 
$
2,800
   
$
561
   
$
4,564
   
$
736
   
$
2,297
   
$
10,958
 
      Provision charged to expense
   
(54
)
   
305
     
316
     
(12
)
   
282
     
837
 
      Losses charged off
   
(13
)
   
-
     
(8
)
   
(16
)
   
(21
)
   
(58
)
      Recoveries
   
1
     
-
     
-
     
5
     
-
     
6
 
      Balance, end of period
 
$
2,734
   
$
866
   
$
4,872
   
$
713
   
$
2,558
   
$
11,743
 


16



   
At period end and for the nine months ended March 31, 2014
 
   
Residential
   
Construction
   
Commercial
             
(dollars in thousands)
 
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
   
Total
 
     
Allowance for loan losses:
                       
      Balance, beginning of period
 
$
1,810
   
$
273
   
$
3,602
   
$
472
   
$
2,229
   
$
8,386
 
      Provision charged to expense
   
562
     
130
     
446
     
55
     
(145
)
   
1,048
 
      Losses charged off
   
(150
)
   
-
     
(69
)
   
(51
)
   
(517
)
   
(787
)
      Recoveries
   
15
     
-
     
1
     
15
     
9
     
40
 
      Balance, end of period
 
$
2,237
   
$
403
   
$
3,980
   
$
491
   
$
1,576
   
$
8,687
 
      Ending Balance: individually
            evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
      Ending Balance: collectively
            evaluated for impairment
 
$
2,237
   
$
403
   
$
3,980
   
$
491
   
$
1,576
   
$
8,687
 
      Ending Balance: loans acquired
            with deteriorated credit quality
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 

   
For the three months ended March 31, 2014
 
(dollars in thousands)
 
Residential
   
Construction
   
Commercial
             
   
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
   
Total
 
Allowance for loan losses:
                       
      Balance, beginning of period
 
$
2,131
   
$
424
   
$
3,787
   
$
496
   
$
2,247
   
$
9,085
 
      Provision charged to expense
   
232
     
(21
)
   
193
     
23
     
(174
)
   
253
 
      Losses charged off
   
(127
)
   
-
     
-
     
(32
)
   
(504
)
   
(663
)
      Recoveries
   
1
     
-
     
-
     
4
     
7
     
12
 
      Balance, end of period
 
$
2,237
   
$
403
   
$
3,980
   
$
491
   
$
1,576
   
$
8,687
 

   
At June 30, 2014
 
   
Residential
   
Construction
   
Commercial
             
(dollars in thousands)
 
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
   
Total
 
     
Allowance for loan losses:
                       
      Balance, end of period
 
$
2,462
   
$
355
   
$
4,143
   
$
519
   
$
1,780
   
$
9,259
 
      Ending Balance: individually
            evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
      Ending Balance: collectively
            evaluated for impairment
 
$
2,462
   
$
355
   
$
4,143
   
$
519
   
$
1,780
   
$
9,259
 
      Ending Balance: loans acquired
            with deteriorated credit quality
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Loans:
                                               
      Ending Balance: individually
            evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
      Ending Balance: collectively
            evaluated for impairment
 
$
302,111
   
$
21,477
   
$
307,253
   
$
35,223
   
$
140,957
   
$
807,021
 
      Ending Balance: loans acquired
            with deteriorated credit quality
 
$
1,790
   
$
-
   
$
1,267
   
$
-
   
$
115
   
$
3,172
 

Management's opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers.

The allowance for loan losses is maintained at a level that, in management's judgment, is adequate to cover probable credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when an amount is determined to be uncollectible, based on management's analysis of expected cash flow (for non-collateral-dependent loans) or collateral value (for collateral-dependent loans). Subsequent recoveries, if any, are credited to the allowance.

17


The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

Under the Company's methodology, loans are first segmented into 1) those comprising large groups of smaller-balance homogeneous loans, including single-family mortgages and installment loans, which are collectively evaluated for impairment, and 2) all other loans, which are individually evaluated. Those loans in the second category are further segmented utilizing a defined grading system which involves categorizing loans by severity of risk based on conditions that may affect the ability of the borrowers to repay their debt, such as current financial information, collateral valuations, historical payment experience, credit documentation, public information, and current trends. The loans subject to credit classification represent the portion of the portfolio subject to the greatest credit risk and where adjustments to the allowance for losses on loans as a result of provision and charge offs are most likely to have a significant impact on operations.

A periodic review of selected credits (based on loan size and type) is conducted to identify loans with heightened risk or probable losses and to assign risk grades.  The primary responsibility for this review rests with loan administration personnel.  This review is supplemented with periodic examinations of both selected credits and the credit review process by the Company's internal audit function and applicable regulatory agencies.  The information from these reviews assists management in the timely identification of problems and potential problems and provides a basis for deciding whether the credit represents a probable loss or risk that should be recognized.

A loan is considered impaired when, based on current information and events, it is probable that the scheduled payments of principal or interest will not be able to be collected when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group's historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, individual consumer and residential loans are not separately identified for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

The general component covers non-impaired loans and is based on quantitative and qualitative factors. The loan portfolio is stratified into homogeneous groups of loans that possess similar loss characteristics and an appropriate loss ratio adjusted for qualitative factors is applied to the homogeneous pools of loans to estimate the incurred losses in the loan portfolio.

Included in the Company's loan portfolio are certain loans accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. These loans were written down at acquisition to an amount estimated to be collectible. As a result, certain ratios regarding the Company's loan portfolio and credit quality cannot be used to compare the Company to peer companies or to compare the Company's current credit quality to prior periods. The ratios particularly affected by accounting under ASC 310-30 include the allowance for loan losses as a percentage of loans, nonaccrual loans, and nonperforming assets, and nonaccrual loans and nonperforming loans as a percentage of total loans.

18


The following tables present the credit risk profile of the Company's loan portfolio (excluding loans in process and deferred loan fees) based on rating category and payment activity as of March 31, 2015 and June 30, 2014. These tables include purchased credit impaired loans, which are reported according to risk categorization after acquisition based on the Company's standards for such classification:

   
March 31, 2015
 
   
Residential
   
Construction
   
Commercial
         
(dollars in thousands)
 
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
 
     
Pass
 
$
374,607
   
$
45,958
   
$
392,438
   
$
45,564
   
$
179,042
 
Watch
   
3,232
     
-
     
6,894
     
76
     
126
 
Special Mention
   
-
     
-
     
-
     
-
     
-
 
Substandard
   
3,484
     
131
     
6,872
     
244
     
2,508
 
Doubtful
   
-
     
-
     
-
     
-
     
-
 
      Total
 
$
381,323
   
$
46,089
   
$
406,204
   
$
45,884
   
$
181,676
 

   
June 30, 2014
 
   
Residential
   
Construction
   
Commercial
         
(dollars in thousands)
 
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
 
     
Pass
 
$
300,926
   
$
21,477
   
$
303,853
   
$
35,046
   
$
140,138
 
Watch
   
301
     
-
     
1,014
     
40
     
362
 
Special Mention
   
-
     
-
     
-
     
-
     
-
 
Substandard
   
2,674
     
-
     
3,653
     
137
     
572
 
Doubtful
   
-
     
-
     
-
     
-
     
-
 
      Total
 
$
303,901
   
$
21,477
   
$
308,520
   
$
35,223
   
$
141,072
 

At March 31, 2015, purchased credited impaired loans included above comprised $5.2 million of loans rated "Pass" $6.8 million of loans rated "Watch" no loans rated "Special Mention" $7.4 million of loans rated "Substandard" and no loans rated "Doubtful". At June 30, 2014,  purchased credit impaired loans accounted for $409,000 of loans rated "Pass" no loans rated "Watch" no loans rated "Special Mention" $2.7 million of loans rated "Substandard" and no loans rated "Doubtful".

Credit Quality Indicators. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on all loans at origination, and is updated on a quarterly basis for loans risk rated "Special Mention", "Substandard", or "Doubtful". In addition, lending relationships over $250,000 are subject to an independent loan review following origination, and lending relationships in excess of $2.5 million are subject to an independent loan review annually, as are a sample of lending relationships between $1.0 million and $2.5 million, in order to verify risk ratings. The Company uses the following definitions for risk ratings:

Watch – Loans classified as watch exhibit weaknesses that require more than usual monitoring. Issues may include deteriorating financial condition, payments made after due date but within 30 days, adverse industry conditions or management problems.

Special Mention – Loans classified as special mention exhibit signs of further deterioration but still generally make payments within 30 days. This is a transitional rating and loans should typically not be rated Special Mention for more than 12 months

Substandard – Loans classified as substandard possess weaknesses that jeopardize the ultimate collection of the principal and interest outstanding. These loans exhibit continued financial losses, ongoing delinquency, overall poor financial condition, and insufficient collateral. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses of substandard loans, and have deteriorated to the level that there is a high probability of substantial loss.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans.

19


The following tables present the Company's loan portfolio aging analysis (excluding loans in process and deferred loan fees) as of March 31, 2015 and June 30, 2014.

   
March 31, 2015
 
   
30-59 Days
   
60-89 Days
   
Greater Than
   
Total
       
Total Loans
   
Total Loans > 90
 
(dollars in thousands)
 
Past Due
   
Past Due
   
90 Days
   
Past Due
   
Current
   
Receivable
   
Days & Accruing
 
     
Real Estate Loans:
                           
      Residential
 
$
1,464
   
$
172
   
$
650
   
$
2,286
   
$
379,037
   
$
381,323
   
$
127
 
      Construction
   
-
     
-
     
131
     
131
     
45,958
     
46,089
     
-
 
      Commercial
   
1,044
     
53
     
40
     
1,137
     
405,067
     
406,204
     
-
 
Consumer loans
   
268
     
118
     
11
     
397
     
45,487
     
45,884
     
10
 
Commercial loans
   
584
     
20
     
55
     
659
     
181,017
     
181,676
     
-
 
      Total loans
 
$
3,360
   
$
363
   
$
887
   
$
4,610
   
$
1,056,566
   
$
1,061,176
   
$
137
 

   
June 30, 2014
 
   
30-59 Days
   
60-89 Days
   
Greater Than
   
Total
       
Total Loans
   
Total Loans > 90
 
(dollars in thousands)
 
Past Due
   
Past Due
   
90 Days
   
Past Due
   
Current
   
Receivable
   
Days & Accruing
 
     
Real Estate Loans:
                           
      Residential
 
$
1,119
   
$
51
   
$
451
   
$
1,621
   
$
302,280
   
$
303,901
   
$
106
 
      Construction
   
65
     
-
     
-
     
65
     
21,412
     
21,477
     
-
 
      Commercial
   
1,025
     
-
     
18
     
1,043
     
307,477
     
308,520
     
18
 
Consumer loans
   
204
     
30
     
34
     
268
     
34,955
     
35,223
     
6
 
Commercial loans
   
101
     
431
     
347
     
879
     
140,193
     
141,072
     
-
 
      Total loans
 
$
2,514
   
$
512
   
$
850
   
$
3,876
   
$
806,317
   
$
810,193
   
$
130
 

At March 31, 2015 and June 30, 2014, no purchased credit impaired loans were greater than 90 days past due.
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans, as well as performing loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.
The tables below present impaired loans (excluding loans in process and deferred loan fees) as of March 31, 2015 and June 30, 2014. These tables include purchased credit impaired loans. Purchased credit impaired loans are those for which it was deemed probable, at acquisition, that the Company would be unable to collect all contractually required payments receivable. In an instance where, subsequent to the acquisition, the Company determines it is probable, for a specific loan, that cash flows received will exceed the amount previously expected, the Company will recalculate the amount of accretable yield in order to recognize the improved cash flow expectation as additional interest income over the remaining life of the loan. These loans, however, will continue to be reported as impaired loans. In an instance where, subsequent to the acquisition, the Company determines it is probable, for a specific loan, that cash flows received will be less than the amount previously expected, the Company will allocate a specific allowance under the terms of ASC 310-10-35.
20




   
March 31, 2015
 
   
Recorded
   
Unpaid Principal
   
Specific
 
(dollars in thousands)
 
Balance
   
Balance
   
Allowance
 
     
Loans without a specific valuation allowance:
           
      Residential real estate
 
$
3,900
   
$
4,449
   
$
-
 
      Construction real estate
   
2,481
     
3,212
     
-
 
      Commercial real estate
   
13,891
     
15,635
     
-
 
      Consumer loans
   
195
     
207
     
-
 
      Commercial loans
   
1,355
     
1,456
     
-
 
Loans with a specific valuation allowance:
                       
      Residential real estate
 
$
-
   
$
-
   
$
-
 
      Construction real estate
   
-
     
-
     
-
 
      Commercial real estate
   
-
     
-
     
-
 
      Consumer loans
   
59
     
59
     
59
 
      Commercial loans
   
-
     
-
     
-
 
Total:
                       
      Residential real estate
 
$
3,900
   
$
4,449
   
$
-
 
      Construction real estate
 
$
2,481
   
$
3,212
   
$
-
 
      Commercial real estate
 
$
13,891
   
$
15,635
   
$
-
 
      Consumer loans
 
$
254
   
$
266
   
$
59
 
      Commercial loans
 
$
1,355
   
$
1,456
   
$
-
 

   
June 30, 2014
 
   
Recorded
   
Unpaid Principal
   
Specific
 
(dollars in thousands)
 
Balance
   
Balance
   
Allowance
 
     
Loans without a specific valuation allowance:
           
      Residential real estate
 
$
1,790
   
$
2,068
   
$
-
 
      Construction real estate
   
-
     
-
     
-
 
      Commercial real estate
   
3,383
     
3,391
     
-
 
      Consumer loans
   
-
     
-
     
-
 
      Commercial loans
   
115
     
115
     
-
 
Loans with a specific valuation allowance:
                       
      Residential real estate
 
$
-
   
$
-
   
$
-
 
      Construction real estate
   
-
     
-
     
-
 
      Commercial real estate
   
-
     
-
     
-
 
      Consumer loans
   
-
     
-
     
-
 
      Commercial loans
   
-
     
-
     
-
 
Total:
                       
      Residential real estate
 
$
1,790
   
$
2,068
   
$
-
 
      Construction real estate
 
$
-
   
$
-
   
$
-
 
      Commercial real estate
 
$
3,383
   
$
3,391
   
$
-
 
      Consumer loans
 
$
-
   
$
-
   
$
-
 
      Commercial loans
 
$
115
   
$
115
   
$
-
 
                         

At March 31, 2015, purchased credit impaired loans included above accounted for $19.4 million of impaired loans without a specific valuation allowance; no loans with a specific valuation allowance; and $19.4 million of total impaired loans. At June 30, 2014, purchased credit impaired loans accounted for $3.2 million of impaired loans without a specific valuation allowance; no loans with a specific valuation allowance; and $3.2 million of total impaired loans.

21


The following tables present information regarding interest income recognized on impaired loans:

   
For the three-month period ended
 
   
March 31, 2015
 
   
Average
     
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
 Residential Real Estate
 
$
3,950
   
$
54
 
 Construction Real Estate
   
2,502
     
42
 
 Commercial Real Estate
   
11,963
     
184
 
 Consumer Loans
   
195
     
3
 
 Commercial Loans
   
1,101
     
23
 
    Total Loans
 
$
19,711
   
$
306
 

   
For the three-month period ended
 
   
March 31, 2014
 
   
Average
     
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
 Residential Real Estate
 
$
1,745
   
$
36
 
 Construction Real Estate
   
-
     
-
 
 Commercial Real Estate
   
1,283
     
21
 
 Consumer Loans
   
-
     
-
 
 Commercial Loans
   
582
     
-
 
    Total Loans
 
$
3,610
   
$
57
 

   
For the nine-month period ended
 
   
March 31, 2015
 
   
Average
     
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
 Residential Real Estate
 
$
3,451
   
$
191
 
 Construction Real Estate
   
1,913
     
141
 
 Commercial Real Estate
   
9,390
     
554
 
 Consumer Loans
   
147
     
9
 
 Commercial Loans
   
859
     
51
 
    Total Loans
 
$
15,760
   
$
946
 

   
For the nine-month period ended
 
   
March 31, 2014
 
   
Average
     
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
 Residential Real Estate
 
$
1,730
   
$
163
 
 Construction Real Estate
   
-
     
-
 
 Commercial Real Estate
   
1,328
     
110
 
 Consumer Loans
   
-
     
-
 
 Commercial Loans
   
789
     
1
 
    Total Loans
 
$
3,847
   
$
274
 

Interest income on impaired loans recognized on a cash basis in the three- and nine-month periods ended March 31, 2015 and 2014, was immaterial.

For the three- and nine-month periods ended March 31, 2015, the amount of interest income recorded for impaired loans that represented a change in the present value of cash flows attributable to the passage of time was approximately $48,000 and $133,000, respectively, as compared to $2,000 and $106,000, respectively, for the three-and nine-month periods ended March 31, 2014.


22


The following table presents the Company's nonaccrual loans at March 31, 2015 and June 30, 2014. The table excludes performing troubled debt restructurings (TDRs).

(dollars in thousands)
 
March 31, 2015
   
June 30, 2014
 
     
Residential real estate
 
$
2,334
   
$
444
 
Construction real estate
   
131
     
-
 
Commercial real estate
   
1,490
     
673
 
Consumer loans
   
143
     
58
 
Commercial loans
   
102
     
91
 
      Total loans
 
$
4,200
   
$
1,266
 

The above amounts include purchased credit impaired loans. At March 31, 2015 and June 30, 2014, these loans comprised $2.6 million and $0 of nonaccrual loans, respectively. Purchased credit impaired loans are placed on nonaccrual status in the event the Company cannot reasonably estimate cash flows expected to be collected.

Included in certain loan categories in the impaired loans are TDRs, where economic concessions have been granted to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities, and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower's sustained repayment performance for a reasonable period of at least six months.

When loans and leases are modified into a TDR, the Company evaluates any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan or lease agreement, and uses the current fair value of the collateral, less selling costs, for collateral dependent loans. If the Company determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs, and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, the Company evaluates all TDRs, including those that have payment defaults, for possible impairment and recognizes impairment through the allowance.

During the three- and nine-month periods ended March 31, 2015 and 2014, certain loans were classified as TDRs. They are shown, segregated by class, in the tables below:

   
For the three-month period ended
 
   
March 31, 2015
   
March 31, 2014
 
(dollars in thousands)
 
Number of
   
Recorded
   
Number of
   
Recorded
 
 
modifications
   
Investment
   
modifications
   
Investment
 
      Residential real estate
   
2
   
$
169
     
-
   
$
-
 
      Construction real estate
   
-
     
-
     
-
     
-
 
      Commercial real estate
   
-
     
-
     
1
     
299
 
      Consumer loans
   
-
     
-
     
-
     
-
 
      Commercial loans
   
-
     
-
     
5
     
179
 
            Total
   
2
   
$
169
     
6
   
$
478
 

   
For the nine-month period ended
 
   
March 31, 2015
   
March 31, 2014
 
(dollars in thousands)
 
Number of
   
Recorded
   
Number of
   
Recorded
 
 
modifications
   
Investment
   
modifications
   
Investment
 
      Residential real estate
   
2
   
$
169
     
1
   
$
37
 
      Construction real estate
   
-
     
-
     
-
     
-
 
      Commercial real estate
   
1
     
41
     
2
     
328
 
      Consumer loans
   
-
     
-
     
-
     
-
 
      Commercial loans
   
1
     
250
     
5
     
179
 
            Total
   
4
   
$
460
     
8
   
$
544
 


23


Performing loans classified as TDRs outstanding at March 31, 2015 and June 30, 2014, segregated by class, are shown in the table below. Nonperforming TDRs are shown as nonaccrual loans.

   
March 31, 2015
   
June 30, 2014
 
(dollars in thousands)
 
Number of
   
Recorded
   
Number of
   
Recorded
 
 
modifications
   
Investment
   
modifications
   
Investment
 
      Residential real estate
   
5
   
$
230
     
6
   
$
1,790
 
      Construction real estate
   
-
     
-
     
-
     
-
 
      Commercial real estate
   
12
     
3,026
     
13
     
3,145
 
      Consumer loans
   
-
     
-
     
-
     
-
 
      Commercial loans
   
2
     
364
     
2
     
125
 
            Total
   
19
   
$
3,620
     
21
   
$
5,060
 


Note 5: Accounting for Certain Loans Acquired in a Transfer

The Company acquired loans in transfers during the fiscal year ended June 30, 2011 and during the nine months ended March 31, 2015. At acquisition, certain transferred loans evidenced deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

The carrying amount of those loans is included in the balance sheet amounts of loans receivable at March 31, 2015 and June 30, 2014. The amounts of these loans at March 31, 2015 and June 30, 2014, are as follows:

(dollars in thousands)
 
March 31, 2015
   
June 30, 2014
 
     
Residential real estate
 
$
4,372
   
$
2,068
 
Construction real estate
   
3,212
     
-
 
Commercial real estate
   
13,541
     
1,276
 
Consumer loans
   
207
     
-
 
Commercial loans
   
1,198
     
115
 
      Outstanding balance
 
$
22,530
   
$
3,459
 
     Carrying amount, net of fair value adjustment of
     $3,137,379 and $287,306 at March 31, 2015
     and June 30, 2014, respectively
 
$
19,392
   
$
3,172
 

Accretable yield, or income expected to be collected, is as follows:


   
Three-month period ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
 
     
Balance at beginning of period
 
$
535
   
$
637
 
      Additions
   
-
     
-
 
      Accretion
   
(78
)
   
(32
)
      Reclassification from nonaccretable difference
   
159
     
1
 
      Disposals
   
-
     
-
 
Balance at end of period
 
$
616
   
$
606
 


24



   
Nine-month period ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
 
         
Balance at beginning of period
 
$
380
   
$
799
 
      Additions
   
(4
)
   
-
 
      Accretion
   
(223
)
   
(196
)
      Reclassification from nonaccretable difference
   
463
     
3
 
      Disposals
   
-
     
-
 
Balance at end of period
 
$
616
   
$
606
 

During the three- and nine-month periods ended March 31, 2015, and during the same periods of the prior fiscal year, the Company had no increases to the allowance for loan losses by a charge to the income statement related to these purchased credit impaired loans. During the three- and nine-month periods ended March 31, 2015, no allowance for loan losses related to these loans was reversed, as compared to $0 and $57,489, respectively, during the same periods of the prior fiscal year.


Note 6:  Deposits

Deposits are summarized as follows:

   
March 31, 2015
   
June 30, 2014
 
(dollars in thousands)
 
 
         
Non-interest bearing accounts
 
$
121,647
   
$
68,113
 
NOW accounts
   
330,046
     
271,156
 
Money market deposit accounts
   
72,595
     
28,033
 
Savings accounts
   
115,911
     
95,327
 
Certificates
   
416,795
     
323,172
 
     Total Deposit Accounts
 
$
1,056,994
   
$
785,801
 


Note 7:  Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

   
Three months ended
   
Nine months ended
 
   
March,
   
March,
 
   
2015
   
2014
   
2015
   
2014
 
         
(dollars in thousands except per share data)
               
 Net income
 
$
3,366
   
$
2,243
   
$
10,103
   
$
7,325
 
 Dividend payable on preferred stock
   
50
     
50
     
150
     
150
 
 Net income available to common shareholders
 
$
3,316
   
$
2,193
   
$
9,953
   
$
7,175
 
                                 
 Average Common shares – outstanding basic
   
7,413,257
     
6,623,480
     
7,310,494
     
6,591,848
 
 Stock options under treasury stock method
   
190,660
     
223,340
     
188,625
     
205,708
 
 Average Common shares – outstanding diluted
   
7,603,917
     
6,846,820
     
7,499,119
     
6,797,556
 
                                 
 Basic earnings per common share
 
$
0.45
   
$
0.33
   
$
1.36
   
$
1.09
 
 Diluted earnings per common share
 
$
0.44
   
$
0.32
   
$
1.33
   
$
1.06
 


At March 31, 2015 and 2014, no options outstanding had an exercise price exceeding the market price.

25



Note 8: Income Taxes

The Company files consolidated income tax returns in the U.S. Federal jurisdiction and various states. The Company is no longer subject to federal and state examinations by tax authorities for fiscal years before 2011. The Company recognized no interest or penalties related to income taxes.

The Company's income tax provision is comprised of the following components:

(dollars in thousands)   
For the three-month period ended
   
For the nine-month period ended
 
   
March 31, 2015
   
March 31, 2014
   
March 31, 2015
   
March 31, 2014
 
Income taxes
               
      Current
 
$
1,616
   
$
1,976
   
$
5,081
   
$
3,377
 
      Deferred
   
(119
)
   
(1,195)
     
(743
)
   
(615)
 
Total income tax provision
 
$
1,497
   
$
781
   
$
4,338
   
$
2,762
 

The components of net deferred tax assets (liabilities) are summarized as follows:

 (dollars in thousands)  
March 31, 2015
   
June 30, 2014
 
Deferred tax assets:
       
      Provision for losses on loans
 
$
4,811
   
$
3,696
 
      Accrued compensation and benefits
   
499
     
450
 
      Other-than-temporary impairment on
            available for sale securities
   
138
     
141
 
      NOL carry forwards acquired
   
789
     
853
 
      Minimum Tax Credit
   
130
     
130
 
      Unrealized loss on other real estate
   
6
     
38
 
     Other 662 -
Total deferred tax assets
   
7,035
     
5,308
 
                 
Deferred tax liabilities:
               
      FHLB stock dividends
   
71
     
157
 
      Purchase accounting adjustments
   
1,919
     
1,533
 
      Depreciation
   
885
     
767
 
      Prepaid expenses
   
110
     
250
 
      Unrealized gain on available for sale securities
   
973
     
336
 
      Other
   
-
     
164
 
Total deferred tax liabilities
   
3,957
     
3,207
 
      Net deferred tax asset
 
$
3,078
   
$
2,101
 

As of March 31, 2015 and June 30, 2014, the Company had approximately $2.3 million of federal and state net operating loss carryforwards, which were acquired in the July 2009 acquisition of Southern Bank of Commerce and February 2014 acquisition of Citizens State Bankshares of Bald Knob, Inc. The amount reported is net of the Internal Revenue Code Section 382 limitation, or state equivalent, related to utilization of net operating loss carryforwards of acquired corporations. Unless otherwise utilized, the net operating losses will begin to expire in 2027.

A reconciliation of income tax expense at the statutory rate to the Company's actual income tax is shown below:

(dollars in thousands)   
For the three-month period ended
   
For the nine-month period ended
 
   
March 31, 2015
   
March 31, 2014
   
Mrach 31, 2015
   
March 31, 2014
 
Tax at statutory rate
 
$
1,654
   
$
1,028
   
$
4,910
   
$
3,430
 
Increase (reduction) in taxes
      resulting from:
                               
            Nontaxable municipal income
   
(133
)
   
(133
)
   
(398
)
   
(395
)
            State tax, net of Federal benefit
   
133
     
59
     
380
     
212
 
            Cash surrender value of
                  Bank-owned life insurance
   
(47
)
   
(43
)
   
(145
)
   
(131
)
            Tax credit benefits
   
(91
)
   
(82
)
   
(272
)
   
(244
)
            Other, net
   
(18
)
   
(49
)
   
(136
)
   
(110
)
Actual provision
 
$
1,497
   
$
781
   
$
4,338
   
$
2,762
 

Tax credit benefits are recognized under the flow-through method of accounting for investments in tax credits.


26


Note 9:  401(k) Retirement Plan

The Southern Bank 401(k) Retirement Plan (the Plan) covers substantially all Southern Bank employees who are at least 21 years of age and who have completed one year of service. The Plan provides a safe harbor matching contribution of up to 4% of eligible compensation, and the Company also made additional, discretionary profit-sharing contributions for fiscal 2014; for fiscal 2015, the Company has maintained the safe harbor matching contribution of 4%, and expects to continue to make additional, discretionary profit-sharing contributions. During the three and nine-month periods ended March 31, 2015, retirement plan expenses recognized for the Plan were approximately $207,000, and $495,000, respectively, as compared to $128,000 and $389,000, respectively, for the same periods of the prior 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 at par, 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. 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 subsidiaries.

In connection with its October 2013 acquisition of Ozarks Legacy Community Financial, Inc. (OLCF), the Company assumed $3.1 million in floating rate junior subordinated debt securities. The debt securities had been issued in June 2005 by OLCF in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. The carrying value of the debt securities was approximately $2.5 million at March 31, 2015, and June 30, 2014.

In connection with its August 2014 acquisition of Peoples Service Company, Inc. (PSC), the Company assumed $6.5 million in floating rate junior subordinated debt securities. The debt securities had been issued in 2005 by PSC's subsidiary bank holding company, Peoples Banking Company, in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. The carrying value of the debt securities was approximately $4.9 million at March 31, 2015.

Note 11: Small Business Lending Fund

On July 21, 2011, as part of the Small Business Lending Fund (SBLF) of the United States Department of the Treasury (Treasury), the Company entered into a Small Business Lending Fund-Securities Purchase Agreement (Purchase Agreement) with the Secretary of the Treasury, pursuant to which the Company (i) sold 20,000 shares of the Company's Senior Non-Cumulative Perpetual Preferred Stock, Series A (SBLF Preferred Stock) to the Secretary of the Treasury for a purchase price of $20,000,000. The SBLF Preferred Stock was issued pursuant to the SBLF program, a $30 billion fund established under the Small Business Jobs Act of 2010 that was created to encourage lending to small business by providing capital to qualified community banks with assets of less than $10 billion.

The SBLF Preferred Stock qualifies as Tier 1 capital. The holder of SBLF Preferred Stock is entitled to receive non-cumulative dividends, payable quarterly, on each January 1, April 1, July 1 and October 1, beginning October 1, 2011. The dividend rate, as a percentage of the liquidation amount, fluctuated on a quarterly basis from the original issue date through the tenth dividend period (which ended December 31, 2013), based upon changes in the Company's level of Qualified Small Business Lending (QBSL), as defined in the Purchase Agreement, over the baseline level calculated under the terms of the Purchase Agreement. From January 1, 2014, through four and one half years after issuance (i.e., through January 21, 2016), the dividend rate will be fixed at one percent (1%), based upon the increase in QBSL as compared to the baseline. After four and one half years from issuance, the dividend rate will increase to nine percent (9%), including a quarterly lending incentive fee of one-half percent (0.5%).

The SBLF Preferred Stock is non-voting, except in limited circumstances. In the event that the Company misses five dividend payments, the holder of the SBLF Preferred Stock will have the right to appoint a representative as an

27


observer on the Company's Board of Directors. In the event that the Company misses six dividend payments, then the holder of the SBLF Preferred Stock will have the right to designate two directors to the Board of Directors of the Company.

The SBLF Preferred Stock may be redeemed at any time at the Company's option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends to the date of redemption for the current period, subject to the approval of its federal banking regulator.

As required by the Purchase Agreement, $9,635,000 of the proceeds from the sale of the SBLF Preferred Stock was used to redeem the 9,550 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A issued in 2008 to the Treasury in the Troubled Asset Relief Program (TARP), plus the accrued but unpaid dividends on those preferred shares. As part of the 2008 TARP transaction, the Company issued a ten-year warrant to Treasury to purchase 114,326 shares of the Company's common stock at an exercise price of $12.53 per share. Based on dividends paid by the Company on its common stock since the issuance of the warrant, and the two-for-one common stock split in the form of a common stock dividend paid on January 30, 2015, the warrant has been adjusted and, as of March 31, 2015, was exercisable for the purchase of 231,891 shares, at an exercise price of $6.18 per share.

Note 12:  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 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 supported by little or no market activity that are significant to the fair value of the assets or liabilities

Recurring Measurements. The following table presents the fair value measurements of assets  recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fell at March 31, 2015 and June 30, 2014:

   
Fair Value Measurements at March 31, 2015, Using:
 
(dollars in thousands)
     
Quoted Prices in Active Markets for Identical Assets
   
Significant Other Observable Inputs
   
Significant Unobservable Inputs
 
   
Fair Value
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
U.S. government sponsored enterprises (GSEs)
 
$
15,872
   
$
-
   
$
15,872
   
$
-
 
State and political subdivisions
   
42,486
     
-
     
42,486
     
-
 
Other securities
   
2,806
     
-
     
2,603
     
203
 
Mortgage-backed GSE residential
   
72,473
     
-
     
72,473
     
-
 

   
Fair Value Measurements at June 30, 2014, Using:
 
(dollars in thousands)
     
Quoted Prices in Active Markets for Identical Assets
   
Significant Other Observable Inputs
   
Significant Unobservable Inputs
 
   
Fair Value
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
U.S. government sponsored enterprises (GSEs)
 
$
24,074
   
$
-
   
$
24,074
   
$
-
 
State and political subdivisions
   
45,357
     
-
     
45,357
     
-
 
Other securities
   
2,640
     
-
     
2,507
     
133
 
Mortgage-backed GSE residential
   
58,151
     
-
     
58,151
     
-
 


28


Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the nine months ended March 31, 2015.

Available-for-sale Securities. When quoted market prices are available in an active market, securities are classified within Level 1. The Company does not have Level 1 securities. If quoted market prices are not available, then fair values are estimated using pricing models, or quoted prices of securities with similar characteristics. For these securities, the 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. Level 2 securities include U.S. Government-sponsored enterprises, state and political subdivisions, other securities, and mortgage-backed GSE residential securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

The following table presents a reconciliation of activity for available for sale securities measured at fair value based on significant unobservable (Level 3) information for the three- and nine-month periods ended March 31, 2015 and 2014:

   
Three months ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
 
   
 
Available-for-sale securities, beginning of period
 
$
172
   
$
121
 
     Total unrealized gain (loss) included in comprehensive income
   
31
     
3
 
     Transfer from Level 2 to Level 3
   
-
     
-
 
Available-for-sale securities, end of period
 
$
203
   
$
124
 

   
Nine months ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
 
         
Available-for-sale securities, beginning of period
 
$
133
   
$
73
 
     Total unrealized gain (loss) included in comprehensive income
   
70
     
51
 
     Transfer from Level 2 to Level 3
   
-
     
-
 
Available-for-sale securities, end of period
 
$
203
   
$
124
 

Nonrecurring Measurements. The following tables present the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements fell at March 31, 2015 and June 30, 2014:

   
Fair Value Measurements at March 31, 2015, Using:
 
 
     
Quoted Prices in
         
 
     
Active Markets for
   
Significant Other
   
Significant
 
 
     
Identical Assets
   
Observable Inputs
   
Unobservable Inputs
 
(dollars in thousands)
 
Fair Value
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
 
               
Impaired loans (collateral dependent)
 
$
-
   
$
-
   
$
-
   
$
-
 
Foreclosed and repossessed assets held for sale
   
4,328
     
-
     
-
     
4,328
 

 
Fair Value Measurements at June 30, 2014, Using:
 
 
 
Quoted Prices in
     
 
 
Active Markets for
 
Significant Other
 
Significant
 
 
 
Identical Assets
 
Observable Inputs
 
Unobservable Inputs
 
(dollars in thousands)
Fair Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
       
Impaired loans (collateral dependent)
 
$
-
   
$
-
   
$
-
   
$
-
 
Foreclosed and repossessed assets held for sale
   
2,977
     
-
     
-
     
2,977
 



29


The following table presents gains and (losses) recognized on assets measured on a non-recurring basis for the nine-month periods ended March 31, 2015 and 2014:

   
For the nine months ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
 
 
       
Impaired loans (collateral dependent)
 
$
(59
)
 
$
110
 
Foreclosed and repossessed assets held for sale
   
(33
)
   
(221
)
      Total gains (losses) on assets measured on a non-recurring basis
 
$
(92
)
 
$
(111
)

The following is a description of valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. For assets classified within Level 3 of fair value hierarchy, the process used to develop the reported fair value process is described below.

Impaired Loans (Collateral Dependent). A collateral dependent 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 collateral dependent loan is considered impaired, the amount of reserve required is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material collateral dependent 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 applies 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 collateral dependent impaired loan is determined by an adjusted appraised value including unobservable cash flows.

On a quarterly basis, loans classified as special mention, substandard, doubtful, or loss are evaluated including the loan officer's review of the collateral and its current condition, the Company's knowledge of the current economic environment in the market where the collateral is located, and the Company's recent experience with real estate in the area. The date of the appraisal is also considered in conjunction with the economic environment and any decline in the real estate market since the appraisal was obtained. For all loan types, updated appraisals are obtained if considered necessary. Of the Company's $19.4 million (carrying value) in impaired loans (collateral-dependent and purchased credit-impaired) at March 31, 2015, the Company utilized a real estate appraisal more than 12 months old to serve as the primary basis of our valuation for impaired loans with a carrying value of approximately $18.4 million. The remaining $1.0 million was secured by machinery, equipment and accounts receivable. In instances where the economic environment has worsened and/or the real estate market declined since the last appraisal, a higher distressed sale discount would be applied to the appraised value.

The Company records collateral dependent impaired loans based on nonrecurring Level 3 inputs. If a collateral dependent 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.


30


Unobservable (Level 3) Inputs. The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

(dollars in thousands)
 
Fair value at
March 31, 2015
 
Valuation
technique
Unobservable
inputs
 
Range of
inputs applied
   
Weighted-average
inputs applied
 
Recurring Measurements
               
Available-for-sale securities
     (pooled trust preferred security)
 
$
203
 
Discounted cash flow
Discount rate
Prepayment rate
Projected defaults
   and deferrals
   (% of pool balance)
Anticipated recoveries
   (% of pool balance)
 
n/a
n/a
n/a


n/a
   
11.2%
1% annually
33.3%


0.8%
 
Nonrecurring Measurements
                   
Foreclosed and repossessed assets
   
4,328
 
Third party appraisal
Marketability discount
   
0.0% - 76.0
%
   
36.1
%

(dollars in thousands)
 
Fair value at
June 30, 2014
 
Valuation
technique
Unobservable
inputs
 
Range of
inputs applied
   
Weighted-average
inputs applied
 
Recurring Measurements
               
Available-for-sale securities
     (pooled trust preferred security)
 
$
133
 
Discounted cash flow
Discount rate
Prepayment rate
Projected defaults
   and deferrals
   (% of pool balance)
Anticipated recoveries
   (% of pool balance)
 
n/a
n/a
n/a


n/a
   
16.0%
1% annually
38.8%


1.0%
 
Nonrecurring Measurements
                   
Foreclosed and repossessed assets
   
2,977
 
Third party appraisal
Marketability discount
   
0.0% - 76.4
%
   
14.9
%

Fair Value of Financial Instruments. The following table presents estimated fair values of the Company's financial instruments and the level within the fair value hierarchy in which the fair value measurements fell at March 31, 2015 and June 30, 2014.

   
March 31, 2015
 
       
Quoted Prices
         
       
in Active
       
Significant
 
       
Markets for
   
Significant Other
   
Unobservable
 
(dollars in thousands)
 
Carrying
   
Identical Assets
   
Observable Inputs
   
Inputs
 
   
Amount
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Financial assets
               
      Cash and cash equivalents
 
$
20,798
   
$
20,798
   
$
-
   
$
-
 
      Interest-bearing time deposits
   
2,698
     
-
     
2,698
     
-
 
      Stock in FHLB
   
4,135
     
-
     
4,135
     
-
 
      Stock in Federal Reserve Bank of St. Louis
   
2,340
     
-
     
2,340
     
-
 
      Loans receivable, net
   
1,049,524
     
-
     
-
     
1,052,384
 
      Accrued interest receivable
   
4,645
     
-
     
4,645
     
-
 
Financial liabilities
                               
      Deposits
   
1,056,994
     
640,266
     
-
     
415,479
 
      Securities sold under agreements to
         repurchase
   
27,960
     
-
     
27,960
     
-
 
      Advances from FHLB
   
65,080
     
23,700
     
43,174
     
-
 
      Accrued interest payable
   
741
     
-
     
741
     
-
 
      Subordinated debt
   
14,635
     
-
     
-
     
12,125
 
Unrecognized financial instruments
   (net of contract amount)
                               
      Commitments to originate loans
   
-
     
-
     
-
     
-
 
      Letters of credit
   
-
     
-
     
-
     
-
 
      Lines of credit
   
-
     
-
     
-
     
-
 


31



   
June 30, 2014
 
       
Quoted Prices
         
       
in Active
       
Significant
 
       
Markets for
   
Significant Other
   
Unobservable
 
   
Carrying
   
Identical Assets
   
Observable Inputs
   
Inputs
 
   
Amount
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Financial assets
               
      Cash and cash equivalents
 
$
14,932
   
$
14,932
   
$
-
   
$
-
 
      Interest-bearing time deposits
   
1,655
     
-
     
1,655
     
-
 
      Stock in FHLB
   
4,569
     
-
     
4,569
     
-
 
      Stock in Federal Reserve Bank of St. Louis
   
1,424
     
-
     
1,424
     
-
 
      Loans receivable, net
   
801,056
     
-
     
-
     
805,543
 
      Accrued interest receivable
   
4,402
     
-
     
4,402
     
-
 
Financial liabilities
                               
      Deposits
   
785,801
     
462,629
     
-
     
323,512
 
      Securities sold under agreements to
         repurchase
   
25,561
     
-
     
25,561
     
-
 
      Advances from FHLB
   
85,472
     
59,900
     
27,714
     
-
 
      Accrued interest payable
   
570
     
-
     
570
     
-
 
      Subordinated debt
   
9,727
     
-
     
-
     
8,059
 
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. 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.

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. Non-maturity deposits and securities sold under agreements are valued at their carrying value, which approximates 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 13: Acquisitions

On August 5, 2014, the Company completed its acquisition of Peoples Service Company (PSC) and its subsidiary, Peoples Bank of the Ozarks (Peoples), Nixa, Missouri. Peoples was merged into the Company's bank subsidiary, Southern Bank, in early December, 2014, in connection with the conversion of Peoples' data system. The Company acquired Peoples primarily for the purpose of conducting commercial banking activities in markets where it believes the Company's business model will perform well, and for the long-term value of its core deposit franchise. Through March 31, 2015, the Company incurred $678,000 in third-party acquisition-related costs. Expenses totaling $528,000 are included in noninterest expense in the Company's consolidated statement of income for the nine months ended March 31, 2015, compared to $0 for the nine months ended March 31, 2014. Notes payable of $2.9 million were contractually required to be repaid on the date of acquisition. The goodwill of $3.0 million arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of the Company and Peoples. Total goodwill was assigned to the acquisition of the bank holding company.

32


The following table summarizes the consideration paid for PSC and Peoples, and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:

Fair Value of Consideration Transferred
   
(dollars in thousands)
   
 
Cash
 
$
12,094
 
Common stock, at fair value
   
12,331
 
     Total consideration
 
$
24,425
 
         
         
Recognized amounts of identifiable assets acquired
       
     and liabilities assumed
       
         
Cash and Cash equivalents
 
$
18,236
 
Interest bearing time deposits
   
9,950
 
Investment Securities
   
31,257
 
Loans
   
190,445
 
Premises and equipment
   
11,785
 
Identifiable intangible assets
   
3,000
 
Miscellaneous other assets
   
4,045
 
Deposits
   
(221,887
)
Advances from FHLB
   
(16,038
)
Subordinated debt
   
(4,844
)
Miscellaneous other liabilities
   
(1,558
)
Notes Payable
   
(2,921
)
     Total identifiable net assets
   
21,492
 
          Goodwill
 
$
2,955
 

The following unaudited pro forma condensed financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the acquisition taken place at the beginning of each period:

   
Three months ended
   
Nine months ended
 
   
March 31,
   
March 31,
 
   
2015
   
2014
   
2015
   
2014
 
(dollars in thousands except per share data)
               
Interest income
   
13,909
     
13,161
     
42,551
     
38,790
 
Interest expense
   
2,212
     
2,204
     
6,594
     
6,686
 
Net interest income
   
11,697
     
10,957
     
35,957
     
32,104
 
Provision for loan losses
   
837
     
253
     
2,526
     
1,048
 
Noninterest income
   
2,094
     
1,854
     
6,376
     
5,477
 
Noninterest expense
   
8,091
     
9,107
     
26,063
     
24,743
 
   Income before income taxes
   
4,863
     
3,451
     
13,744
     
11,790
 
Income taxes
   
1,497
     
940
     
4,264
     
3,410
 
   Net income
   
3,366
     
2,511
     
9,480
     
8,380
 
Dividends on preferred shares
   
50
     
50
     
150
     
150
 
   Net income available to common stockholders
   
3,316
     
2,461
     
9,330
     
8,230
 
                                 
Earnings per share
                               
   Basic
 
$
0.45
   
$
0.34
   
$
1.25
   
$
1.13
 
   Diluted
 
$
0.44
   
$
0.33
   
$
1.23
   
$
1.10
 
                                 
Basic weighted average shares outstanding
   
7,413,257
     
7,315,266
     
7,442,084
     
7,283,634
 
Diluted weighted average shares outstanding
   
7,603,917
     
7,538,606
     
7,630,789
     
7,489,342
 
                                 

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings or revenue enhancements. Accordingly, the pro forma results of operations of the Company as of and after the business combination may not be indicative of the results that actually would have occurred if the combination had been in effect during the periods presented or of the results that may be attained in the future.
 
Note 14: Subsequent Events

On May 8, 2015, Treasury notified the Company that it had accepted the Company's offer to repurchase for $2.7 million the warrant held by Treasury for the purchase of 231,891 shares of the Company's common stock at an exercise price of $6.18 per share. As indicated in Note 11, the warrant was issued by the Company to Treasury on December 5, 2008, as part of the Company's participation in the TARP Capital Purchase Program.  Settlement for the repurchase of the warrant is expected to occur on or about May 13, 2015.

33


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 (the Bank). The Company's earnings are primarily dependent on the operations of the Bank. As a result, the following discussion relates primarily to the operations of the Bank. The Bank's deposit accounts are generally insured up to a maximum of $250,000 by the Deposit Insurance Fund (DIF), which is administered by the Federal Deposit Insurance Corporation (FDIC). As of March 31, 2015, the Bank conducted business through its home office located in Poplar Bluff, 32 full service offices, and two limited service offices located in in Poplar Bluff (3), Van Buren, Dexter, Kennett, Doniphan, Qulin, Sikeston, Matthews, Springfield, Thayer (2), West Plains, Alton, Nixa, Fremont Hills, Ozark, Springfield (2), Republic, Clever, Forsyth, and Kimberling City, Missouri; and Paragould, Jonesboro (2), Brookland, Batesville, Searcy, Bald Knob (2), and Bradford, Arkansas.

The significant accounting policies followed by Southern Missouri Bancorp, Inc. and its wholly owned subsidiaries 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, 2014, 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 for the fiscal year ended June 30, 2014.

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 condensed consolidated financial condition at March 31, 2015, and results of operations for the three- and nine-month periods ended March 31, 2015 and 2014.

Forward Looking Statements

This document contains statements about the Company and its subsidiaries which we believe are "forward-looking statements" 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 this filing and in our other 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;
· fluctuations in interest rates;
· monetary and fiscal policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and the U.S. Government and other governmental initiatives affecting the financial services industry;
· the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

34


· our ability to access cost-effective funding;
· 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;
· expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected;
· fluctuations in real estate values and both residential and commercial real estate market conditions;
· demand for loans and deposits;
· legislative or regulatory changes that adversely affect our business;
· results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets;
· the impact of technological changes; 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.

Non-GAAP Disclosures

The following financial measures contain information determined by methods other than in accordance with accounting principles generally accepted in the United States (commonly referred to as GAAP):

· net income available to common shareholders excluding the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits;
· annualized return on average assets excluding the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits;
· annualized return on average common equity excluding the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits;
· net interest margin excluding the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits;

These measures indicate what net income available to common shareholders, return on average assets, return on average common equity, and net interest margin would have been without the impact of the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits resulting from the December 2010 acquisition of most of the assets and assumption of substantially all of the liabilities of the former First Southern Bank, Batesville, Arkansas (the Fiscal 2011 Acquisition), as well as the August 5, 2014 acquisition of Peoples Service Company and its subsidiary, Peoples Bank of the Ozarks (the Peoples Acquisition). Management believes that showing these measures excluding these items provides useful information by which to evaluate the Company's operating performance on an ongoing basis from period to period.  Other acquisitions, with smaller acquired loan portfolios, resulted in less variation between GAAP and what management believes to be core operating results.

These non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. Because not all companies use identical calculations, these non-GAAP financial measures might not be comparable to other similarly-titled measures as determined and disclosed by other companies. Reconciliations to GAAP of these non-GAAP financial measures presented are set forth below.

The following table presents reconciliation to GAAP of net income available to common stockholders excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition:

35



   
For the three months ended
   
For the nine months ended
 
(dollars in thousands)
 
March 31, 2015
   
March 31, 2014
   
March 31, 2015
   
March 31, 2014
 
                 
Net income available to common stockholders
 
$
3,316
   
$
2,193
   
$
9,953
   
$
7,175
 
Less: impact of excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
   
392
     
68
     
1,197
     
301
 
Net income available to common shareholders - excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
 
$
2,924
   
$
2,125
   
$
8,756
   
$
6,874
 


The following table presents reconciliation to GAAP of return on average assets excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition:

   
For the three months ended
   
For the nine months ended
 
   
March 31, 2015
   
March 31, 2014
   
March 31, 2015
   
March 31, 2014
 
                 
Return on average assets
   
1.04
%
   
0.93
%
   
1.06
%
   
1.09
%
Less: impact of excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
   
0.12
%
   
0.03
%
   
0.12
%
   
0.05
%
Return on average assets - excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
   
0.92
%
   
0.90
%
   
0.94
%
   
1.04
%


The following table presents reconciliation to GAAP of return on average common equity excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition:

   
For the three months ended
   
For the nine months ended
 
   
March 31, 2015
   
March 31, 2014
   
March 31, 2015
   
March 31, 2014
 
                 
Return on average common equity
   
11.88
%
   
10.15
%
   
12.49
%
   
11.34
%
Less: impact of excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
   
1.40
%
   
0.31
%
   
1.50
%
   
0.47
%
Return on average common equity - excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions, net of tax
   
10.48
%
   
9.84
%
   
10.99
%
   
10.87
%



36


The following table presents reconciliation to GAAP of net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition:

   
For the three months ended
   
For the nine months ended
 
   
March 31, 2015
   
March 31, 2014
   
March 31, 2015
   
March 31, 2014
 
                 
Net interest margin
   
3.89
%
   
3.72
%
   
3.95
%
   
3.82
%
Less: impact of excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions
   
0.21
%
   
0.05
%
   
0.22
%
   
0.07
%
Net interest margin - excluding accretion of fair value discount on acquired loans and amortization of fair value premium on acquired time deposits related to the Acquisitions
   
3.68
%
   
3.67
%
   
3.73
%
   
3.75
%

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 Annual Report on Form 10-K for the fiscal year ended June 30, 2014. 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 58 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014.

Recent Events

On August 5, 2014, the Company acquired Peoples Service Company (PSC) and its banking subsidiary, Peoples Bank of the Ozarks (Peoples), in a stock and cash transaction (the Peoples Acquisition). The acquired financial institution was merged with and into Southern Bank in early December, 2014. Net of purchase accounting adjustments to the acquired balance sheet, the acquired entity had assets of $268.7 million, loans of $190.4 million, and deposits of $221.9 million.
 
On January 30, 2015, the Company effected a two-for-one common stock split in the form of a common stock dividend.  All share and per share amounts reflect this stock dividend.

Executive Summary

During fiscal 2014, the Company closed on its acquisition of the Bank of Thayer in October 2013, and the acquisition of Citizens State Bank in February 2014 (collectively, the "Fiscal 2014 Acquisitions"). Along with the Peoples Acquisition, described above, the Fiscal 2014 Acquisitions impacted our reported results through a larger average balance sheet, and increased noninterest income and noninterest expense.

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 real estate loans, commercial and agricultural loans, and the investment portfolio), less interest expense paid on interest-bearing liabilities (primarily certificates of deposit, interest-bearing transaction accounts, savings and money market 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 rates. This difference in longer term and shorter term interest rates is often referred to as the steepness of the 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.

37


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 nine months of fiscal 2015, we grew our balance sheet by $281.4 million. Balance sheet growth was primarily due to the Peoples Acquisition. Loans increased $248.5 million, of which the Peoples Acquisition accounted for $190.4 million at the time of acquisition. Available-for-sale securities increased $3.4 million, attributable to the Peoples Acquisition, which provided $31.3 million in securities, partially offset by securities sales and maturities. Cash equivalents and time deposits increased $6.9 million, fixed assets increased $15.0 million, intangible assets increased $5.1 million, and other assets increased $2.5 million, all due primarily to the Peoples Acquisition. Deposits increased $271.2 million, attributable primarily to the Peoples Acquisition, which provided $221.9 million in deposit balances at the time of acquisition. Securities sold under agreements to repurchase increased $2.4 million. Advances from the Federal Home Loan Bank (FHLB) decreased $20.4 million, despite the Peoples Acquisition adding longer-term advances of $16.0 million, at fair value, as the Company repaid overnight advances. Subordinated debt increased $4.9 million, attributable to the Peoples Acquisition. Equity increased $21.8 million, primarily as a result of additional shares of the Company's common stock issued in the Peoples Acquisition, as well as retention of net income and an increase in accumulated other comprehensive income.

Net income for the first nine months of fiscal 2015 was $10.1 million, an increase of $2.8 million, or 37.9% as compared to the same period of the prior fiscal year. After accounting for dividends on preferred stock of $150,000, net earnings available to common shareholders were $10.0 million in the nine-month period ended March 31, 2015, an increase of 38.7% as compared to the same period of the prior fiscal year. Compared to the year-ago period, the Company's increase in net income was the result of an increase in net interest income and noninterest income, partially offset by increases in non-interest expense, provision for income taxes, and provision for loan losses. Diluted net income available to common shareholders was $1.33 per share for the first nine months of fiscal 2015, as compared to $1.06 per share for the same period of the prior fiscal year (both figures split-adjusted). The increase was attributable to the increased net income available to common shareholders, partially offset by an increase in the average number of common shares outstanding. For the first nine months of fiscal 2015, net interest income increased $10.9 million, or 45.0%; noninterest income increased $1.9 million, or 42.0%; noninterest expense increased $6.9 million, or 39.5%; provision for income taxes increased $1.6 million, or 57.1%; and provision for loan losses increased $1.5 million, or 141.1%, as compared to the same period of the prior fiscal year. For more information see "Results of Operations."

Interest rates during the first nine months of fiscal 2015 remained relatively low by historical standards, and yields on longer maturities moved decidedly lower in the December and March quarters. Yields were up on the shortest-term securities, as expectations built that the Federal Reserve's Open Market Committee (FOMC) was poised to raise overnight borrowing costs in mid- to late-2015. The effect was a flatter yield curve. Our average yield on earning assets increased, primarily due to the impact of the Peoples Acquisition and the loan portfolio acquired at a fair value discount under purchase accounting (see "Results of Operations: Comparison of the three- and nine-month periods ended March 31, 2015 and 2014 – Net Interest Income"). A flat or flattening yield curve is generally detrimental to the Company. In December 2008, the FOMC cut the targeted Federal Funds rate to a range of 0.00% to 0.25%, and in March 2009, it detailed its plan to purchase long-term mortgage-backed securities, agency debt, and long-term Treasuries. A second securities purchase program focused on US Treasuries. A third program sought to lower real estate borrowing costs through purchases of mortgage-backed securities, and extending the average life of its securities portfolio. For 2013, the FOMC extended its quantitative easing by purchasing approximately $85 billion per month in longer-term Treasuries and additional agency mortgage-backed securities. In December 2013, the FOMC began reducing those purchases by $10 billion per month, continued reducing those purchases by $10 billion per month at each successive meeting through 2014, and announced in late October 2014 that the program would be concluded. The Fed has recently removed language indicating that it can remain "patient" before beginning to remove the extraordinarily accommodative policy in place since 2008.

Our net interest margin improved when comparing the first nine months of fiscal 2015 to the same period of the prior fiscal year.  The improvement was attributable to purchase accounting adjustments related to the Peoples Acquisition, which was partially offset by the diminishing impact of similar adjustments resulting from the December 2010 acquisition of most of the assets and assumption of substantially all of the liabilities of the former First Southern Bank, Batesville, Arkansas (the Fiscal 2011 Acquisition). In both acquisitions, the Company acquired loans at a material discount. Net interest income resulting from the accretion of those discounts (and smaller premiums on acquired time deposits) in the first nine months of fiscal 2015 increased to $1.9 million, as compared to $481,000 in the first

38


nine months of fiscal 2014. This increase equates to a 14 basis point increase in the net interest margin. The Company expects that as the acquired loan portfolios pay down, the positive impact on net interest income of discount accretion resulting from these acquisitions will be reduced. Our net interest margin, excluding this income, decreased to 3.73% in the current nine-month period, as compared to 3.74% in the prior year's nine-month period, as declines in core loan yields were mostly offset by declines in our core cost of funds, and the mix of our earning assets was relatively stable.

The Company's net income is also affected by the level of its noninterest income and noninterest expenses. Non-interest income generally consists primarily of deposit account service charges, bank card interchange income, loan-related fees, increases in the cash value of bank-owned life insurance, gains on sales of loans, and other general operating income. Noninterest expenses consist primarily of compensation and employee benefits, occupancy-related expenses, deposit insurance assessments, professional fees, advertising, postage and office expenses, insurance, bank card network expenses, the amortization of intangible assets, and other general operating expenses. During the nine-month period ended March 31, 2015, noninterest income increased $1.9 million, or 42.0%, as compared to the same period of the prior fiscal year, attributable primarily to deposit account charges, bank card interchange income, loan late charges, and gains on sales of loans, most of which resulted from the Fiscal 2014 Acquisitions and the Peoples Acquisition, partially offset by a reduction in realized gains on AFS securities. Noninterest expense for the nine-month period ended December 31, 2015, increased $6.9 million, or 39.5%, as compared to the same period of the prior fiscal year. The increase was primarily attributable to compensation, occupancy, amortization of core deposit intangibles, and advertising expenses, which resulted primarily from the Fiscal 2014 Acquisitions and the Peoples Acquisition, partially offset by reductions in legal and professional costs and bank card network expense, due to higher one-time charges in the prior period.

We expect, over time, to continue to grow our assets modestly through the origination and occasional purchase of loans, and purchases of investment securities. The primary funding for this asset growth is expected to come from retail deposits, short- and long-term FHLB borrowings, and, as needed, brokered certificates of deposit. We have grown and intend to continue to grow deposits by offering desirable deposit products for our current customers and by attracting new depository relationships. We will also continue to explore strategic expansion opportunities in market areas that we believe will be attractive to our business model, although we expect that the integration of operations from the Peoples Acquisition and the Fiscal 2014 Acquisitions will be our focus for the immediate-term.

Comparison of Financial Condition at March 31, 2015 and June 30, 2014

The Company experienced balance sheet growth in the first nine months of fiscal 2015, with total assets increasing $281.4 million, or 27.6%, to $1.3 billion at March 31, 2015, as compared to $1.0 billion at June 30, 2014. Balance sheet growth during this period was primarily due to the Peoples Acquisition, as well as organic loan growth. Balance sheet growth was funded primarily with acquired deposit balances and organic deposit growth.

Available-for-sale securities increased $3.4 million, or 2.6%, to $133.6 million at March 31, 2015, as compared to $130.2 million at June 30, 2014. The increase was attributable to the Peoples Acquisition, which included $31.3 million in AFS securities balances, consisting primarily of mortgage-backed securities, mostly offset by securities sold, repaid, and matured. Cash equivalents and time deposits increased $6.9 million, or 41.6%, as compared to June 30, 2014, primarily as a result of the Peoples Acquisition.

Loans, net of the allowance for loan losses, increased $248.5 million, or 31.0%, to $1.0 billion at March 31, 2015, as compared to $801.1 million at June 30, 2014. The increase was primarily attributable to the Peoples Acquisition, which included $190.4 million in loans, at fair value. Including acquired loans, the increase in balance consisted primarily of commercial real estate, residential real estate, and commercial loans.

Deposits increased $271.2 million, or 34.5%, to $1.1 billion at March 31, 2015, as compared to $785.8 million at June 30, 2014. The increase was primarily attributable to the Peoples Acquisition, which included $221.9 million in deposits, at fair value. Including assumed deposits, the increase consisted primarily of certificates of deposit, interest-bearing transaction accounts, noninterest-bearing transaction accounts, and money market deposit accounts.

FHLB advances were $65.1 million at March 31, 2015, a decrease of $20.4 million, or 23.9%, as compared to $85.5 million at June 30, 2014. The decrease was attributable to the repayment of overnight borrowings funded by the utilization of cash equivalents obtained in the Peoples Acquisition, the sale of AFS securities, and deposit growth, and was partially offset by the assumption of longer-term advances totaling $16.0 million, at fair value, as a result of the

39


Peoples Acquisition. Securities sold under agreements to repurchase totaled $28.0 million at March 31, 2015, as compared to $25.6 million at June 30, 2014, an increase of 9.4%. At both dates, the full balance of repurchase agreements was due to local small business and government counterparties.

The Company's stockholders' equity increased $21.8 million, or 19.7%, to $133.0 million at March 31, 2015, from $111.1 million at June 30, 2014. The increase was due primarily to the issuance of shares of Company common stock in the Peoples Acquisition, as well as retention of net income, and an increase in accumulated other comprehensive income, partially offset by cash dividends paid on common and preferred stock.

Average Balance Sheet, Interest, and Average Yields and Rates for the Three- and Nine-Month Periods Ended
March 31, 2015 and 2014

The tables below present certain information regarding our financial condition and net interest income for the three- and nine-month periods ended March 31, 2015 and 2014. 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
   
Three-month period ended
 
   
March 31, 2015
   
March 31, 2014
 
   
Average
Balance
   
Interest and
Dividends
   
Yield/
Cost (%)
   
Average
Balance
   
Interest and
Dividends
   
Yield/
Cost (%)
 
(dollars in thousands)
   
 Interest earning assets:
                       
   Mortgage loans (1)
 
$
822,215
   
$
10,182
     
4.95
   
$
607,774
   
$
7,489
     
4.93
 
   Other loans (1)
   
218,156
     
2,793
     
5.12
     
153,346
     
2,008
     
5.24
 
       Total net loans
   
1,040,371
     
12,975
     
4.99
     
761,120
     
9,497
     
4.99
 
   Mortgage-backed securities
   
78,293
     
435
     
2.22
     
52,982
     
286
     
2.16
 
   Investment securities (2)
   
69,140
     
483
     
2.79
     
82,301
     
519
     
2.52
 
   Other interest earning assets
   
16,148
     
16
     
0.40
     
10,803
     
14
     
0.52
 
         Total interest earning assets (1)
   
1,203,952
     
13,909
     
4.62
     
907,206
     
10,316
     
4.55
 
 Other noninterest earning assets (3)
   
92,966
     
-
             
60,800
     
-
         
             Total assets
 
$
1,296,918
   
$
13,909
           
$
968,006
   
$
10,316
         
                                                 
 Interest bearing liabilities:
                                               
    Savings accounts
 
$
114,912
     
91
     
0.32
   
$
91,430
     
78
     
0.34
 
    NOW accounts
   
330,150
     
624
     
0.76
     
264,328
     
512
     
0.77
 
    Money market deposit accounts
   
74,623
     
41
     
0.22
     
29,042
     
49
     
0.67
 
    Certificates of deposit
   
423,350
     
1,000
     
0.94
     
312,252
     
854
     
1.09
 
       Total interest bearing deposits
   
943,035
     
1,756
     
0.74
     
697,052
     
1,493
     
0.86
 
 Borrowings:
                                               
    Securities sold under agreements
      to repurchase
   
26,256
     
30
     
0.46
     
25,470
     
34
     
0.53
 
    FHLB advances
   
57,597
     
301
     
2.09
     
64,557
     
272
     
1.69
 
    Subordinated debt
   
14,626
     
125
     
3.42
     
9,717
     
83
     
3.42
 
       Total interest bearing liabilities
   
1,041,514
     
2,212
     
0.85
     
796,796
     
1,882
     
0.94
 
 Noninterest bearing demand deposits
   
123,033
     
-
             
64,053
     
-
         
 Other noninterest bearing liabilities
   
753
     
-
             
763
     
-
         
       Total liabilities
   
1,165,300
     
2,212
             
861,612
     
1,882
         
 Stockholders' equity
   
131,618
     
-
             
106,394
     
-
         
             Total liabilities and
               stockholders' equity
 
$
1,296,918
   
$
2,212
           
$
968,006
   
$
1,882
         
                                                 
 Net interest income
         
$
11,697
                   
$
8,434
         
                                                 
 Interest rate spread (4)
                   
3.77
%
                   
3.61
%
 Net interest margin (5)
                   
3.89
%
                   
3.72
%
                                                 
Ratio of average interest-earning assets
to average interest-bearing liabilities
   
115.60
%
                   
113.86
%
               

(1)
Calculated net of deferred loan fees, loan discounts and loans-in-process. Non-accrual loans are included in average loans.
(2)
Includes FHLB and Federal Reserve Bank of St. Louis membership stock and related cash dividends.
(3)
Includes average balances for fixed assets and bank owned life insurance (BOLI) of $34.3 million and $19.5 million, respectively, for the three-month period ended March 31, 2015, as compared to $23.4 million and $18.9 million, respectively, 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.
 
40

 
   
Nine-month period ended
   
Nine-month period ended
 
   
March 31, 2015
   
March 31, 2014
 
(dollars in thousands)
 
Average
Balance
   
Interest and
Dividends
   
Yield/
Cost (%)
   
Average
Balance
   
Interest and
Dividends
   
Yield/
Cost (%)
 
     
 Interest earning assets:
                       
   Mortgage loans (1)
 
$
797,772
   
$
30,293
     
5.06
   
$
555,710
   
$
21,102
     
5.06
 
   Other loans (1)
   
209,312
     
8,267
     
5.27
     
164,996
     
6,572
     
5.31
 
       Total net loans
   
1,007,084
     
38,560
     
5.11
     
720,706
     
27,674
     
5.12
 
   Mortgage-backed securities
   
79,284
     
1,298
     
2.18
     
37,329
     
587
     
2.10
 
   Investment securities (2)
   
73,753
     
1,528
     
2.76
     
78,211
     
1,438
     
2.45
 
   Other interest earning assets
   
21,339
     
98
     
0.61
     
5,996
     
20
     
0.44
 
         Total interest earning assets (1)
   
1,181,460
     
41,484
     
4.68
     
842,242
     
29,719
     
4.70
 
 Other noninterest earning assets (3)
   
86,836
     
-
             
56,780
     
-
         
             Total assets
 
$
1,268,296
   
$
41,484
           
$
899,022
   
$
29,719
         
                                                 
 Interest bearing liabilities:
                                               
    Savings accounts
 
$
114,534
     
289
     
0.34
   
$
88,276
     
225
     
0.34
 
    NOW accounts
   
299,945
     
1,755
     
0.78
     
236,417
     
1,469
     
0.83
 
    Money market deposit accounts
   
77,997
     
142
     
0.24
     
24,485
     
131
     
0.71
 
    Certificates of deposit
   
406,551
     
2,874
     
0.94
     
297,904
     
2,622
     
1.17
 
       Total interest bearing deposits
   
899,027
     
5,060
     
0.75
     
647,082
     
4,447
     
0.92
 
 Borrowings:
                                               
    Securities sold under agreements
      to repurchase
   
24,776
     
84
     
0.45
     
23,939
     
97
     
0.54
 
    FHLB advances
   
88,427
     
973
     
1.47
     
58,417
     
814
     
1.86
 
    Subordinated debt
   
13,933
     
379
     
3.63
     
8,774
     
223
     
3.39
 
       Total interest bearing liabilities
   
1,026,163
     
6,496
     
0.84
     
738,212
     
5,581
     
1.01
 
 Noninterest bearing demand deposits
   
114,731
     
-
             
55,343
     
-
         
 Other noninterest bearing liabilities
   
1,167
     
-
             
1,138
     
-
         
       Total liabilities
   
1,142,061
     
6,496
             
794,693
     
5,581
         
 Stockholders' equity
   
126,235
     
-
             
104,329
     
-
         
             Total liabilities and
               stockholders' equity
 
$
1,268,296
   
$
6,496
           
$
899,022
   
$
5,581
         
                                                 
 Net interest income
         
$
34,988
                   
$
24,138
         
                                                 
 Interest rate spread (4)
                   
3.84
%
                   
3.69
%
 Net interest margin (5)
                   
3.95
%
                   
3.82
%
                                                 
Ratio of average interest-earning assets
to average interest-bearing liabilities
   
115.13
%
                   
114.09
%
               
 
(1)
Calculated net of deferred loan fees, loan discounts and loans-in-process. Non-accrual loans are included in average loans.
(2)
Includes FHLB and Federal Reserve Bank of St. Louis membership stock and related cash dividends.
(3)
Includes average balances for fixed assets and BOLI of $31.6 million and $19.3 million, respectively, for the nine-month period ended March 31, 2015, as compared to $20.5 million and $17.3 million, respectively, 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.
41



Rate/Volume Analysis

The following tables set forth the effects of changing rates and volumes on the Company's net interest income for the three- and nine-month periods ended March 31, 2015. Information is provided with respect to (i) effects on interest income and expense attributable to changes in volume (changes in volume multiplied by the prior rate), (ii) effects on interest income and expense attributable to change in rate (changes in rate multiplied by prior volume), and (iii) changes in rate/volume (change in rate multiplied by change in volume).
 
   
Three-month period ended March 31, 2015
 
   
Compared to three-month period
 
   
ended March 31, 2014, Increase (Decrease) Due to
 
           
Rate/
     
(dollars in thousands)
 
Rate
   
Volume
   
Volume
   
Net
 
                 
 Interest-earnings assets:
               
   Loans receivable (1)
 
$
(8
)
 
$
3,485
   
$
-
   
$
3,478
 
   Mortgage-backed securities
   
8
     
137
     
4
     
149
 
   Investment securities (2)
   
57
     
(83
)
   
(10
)
   
(36
)
   Other interest-earning deposits
   
(3
)
   
7
     
(1
)
   
2
 
 Total net change in income on
                               
   interest-earning assets
   
54
     
3,546
     
(7
)
   
3,593
 
                                 
 Interest-bearing liabilities:
                               
   Deposits
   
(161
)
   
526
     
(103
)
   
263
 
   Securities sold under
                               
     agreements to repurchase
   
(6
)
   
1
     
1
     
(4
)
   Subordinated debt
   
1
     
42
     
-
     
42
 
   FHLB advances
   
64
     
(29
)
   
(6
)
   
29
 
 Total net change in expense on
                               
   interest-bearing liabilities
   
(102
)
   
540
     
(108
)
   
330
 
 Net change in net interest income
 
$
156
   
$
3,006
   
$
101
   
$
3,263
 

   
Nine-month period ended March 31, 2015
 
   
Compared to nine-month period
 
   
ended March 31, 2014, Increase (Decrease) Due to
 
           
Rate/
     
 (dollars in thousands)
 
Rate
   
Volume
   
Volume
   
Net
 
 Interest-earnings assets:
               
   Loans receivable (1)
 
$
(69
)
 
$
10,993
   
$
(38
)
 
$
10,886
 
   Mortgage-backed securities
   
24
     
660
     
27
     
711
 
   Investment securities (2)
   
183
     
(82
)
   
(11
)
   
90
 
   Other interest-earning deposits
   
8
     
50
     
20
     
78
 
 Total net change in income on
                               
   interest-earning assets
   
146
     
11,621
     
(2
)
   
11,765
 
                                 
 Interest-bearing liabilities:
                               
   Deposits
   
(691
)
   
1,704
     
(400
)
   
613
 
   Securities sold under
                               
     agreements to repurchase
   
(15
)
   
3
     
(1
)
   
(13
)
   Subordinated debt
   
15
     
131
     
10
     
156
 
   FHLB advances
   
(171
)
   
418
     
(88
)
   
159
 
 Total net change in expense on
                               
   interest-bearing liabilities
   
(862
)
   
2,256
     
(479
)
   
915
 
 Net change in net interest income
 
$
1,008
   
$
9,365
   
$
477
   
$
10,850
 

(1)
Does not include interest on loans placed on nonaccrual status.
(2)
Does not include dividends earned on equity securities.
 

42


Results of Operations – Comparison of the three- and nine-month periods ended March 31, 2015 and 2014

General. Net income for the three- and nine-month periods ended March 31, 2015, was $3.4 million and $10.1 million, respectively, increases of $1.1 million, or 50.1%, and $2.8 million, or 37.9%, as compared to the same periods of the prior fiscal year.  After preferred dividends of $50,000 and $150,000, respectively, paid in the three- and nine-month periods ended March 31, 2015 and 2014, net income available to common shareholders was $3.3 million and $10.0 million, respectively, increases of $1.1 million, or 51.2%, and $2.8 million, or 38.7%, respectively as compared to the same periods of the prior fiscal year.

For the three-month period ended March 31, 2015, basic and diluted earnings per common share was $0.45 and $0.44, respectively, each an increase of $0.12, or 36.4% and 37.5% respectively, as compared to the same period of the prior fiscal year, with figures adjusted to reflect the 2-for-1 stock split in the form of a stock dividend paid January 30, 2015. Our annualized return on average assets for the three-month period ended March 31, 2015, was 1.04%, as compared to 0.93% for the same period of the prior fiscal year. For the three-month period ended March 31, 2015, annualized return on average assets excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition was 0.92%, as compared to 0.90% for the same period of the prior fiscal year. Our annualized return on average common stockholders' equity for the three-month period ended March 31, 2015, was 11.9%, as compared to 10.2% in the same period of the prior fiscal year.

For the nine-month period ended March 31, 2015, basic and diluted earnings per common share was $1.36 and $1.33, respectively, each an increase of $0.27, or 24.8%, and 25.5% respectively, as compared to the same period of the prior fiscal year, with figures adjusted to reflect the 2-for-1 stock split in the form of a stock dividend paid January 30, 2015. Our annualized return on average assets for the nine-month period ended March 31, 2015, was 1.06%, as compared to 1.09% for the same period of the prior fiscal year. For the nine-month period ended March 31, 2015, annualized return on average assets excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition was 0.94%, as compared to 1.04% for the same period of the prior fiscal year. Our annualized return on average common stockholders' equity for the nine-month period ended March 31, 2015, was 12.5%, as compared to 11.3% in the same period of the prior fiscal year.

Net Interest Income. Net interest income for the three-month and nine-month periods ended March 31, 2015, was $11.7 million and $35.0 million, respectively, increases of $3.3 million, or 38.7%, and $10.9 million, or 45.0%, as compared to the same periods of the prior fiscal year. Net interest income attributable to the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition was $69,000 and $244,000, respectively, in the current three- and nine-month periods, as compared to $109,000 and $481,000, respectively, in the same periods of the prior fiscal year. Net interest income attributable to the accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Peoples Acquisition was $558,000 and $1.7 million, respectively, in the current three- and nine-month periods, with no comparable accretion in the same periods of the prior fiscal year.

Our net interest margin for the three- and nine-month periods ended March 31, 2015, determined by dividing annualized net interest income by total average interest-earning assets, was 3.89% and 3.95%, respectively, as compared to 3.72% and 3.82%, respectively, in the same periods of the prior fiscal year. Our net interest margin excluding accretion of fair value discount on acquired loans and amortization of fair value premium on assumed time deposits related to the Fiscal 2011 Acquisition and the Peoples Acquisition was 3.68% and 3.73%, respectively, for the three-and nine-month periods ended March 31, 2015, as compared to 3.67% and 3.75%, respectively, for the same periods of the prior fiscal year. Our average net interest rate spread for the three- and nine-month periods ended March 31, 2015, was 3.77% and 3.84%, respectively, as compared to 3.61% and 3.69%, respectively, for the same periods of the prior fiscal year.

For the three-month period ended March 31, 2015, the improvement in net interest rate spread, compared to the same period a year ago, resulted from a nine basis point decrease in the average cost of interest-bearing liabilities, combined with a seven basis point increase in the average yield on interest-earning assets. This decline in rates paid was attributable to the continued generally low rate environment, while the increase in yields earned was attributable to an increase in the accretion of fair value discount on acquired loans, due to the Peoples Acquisition which closed in early August 2014, partially offset by continued repricing of assets in the low rate environment. Our

43


growth initiatives, including the Peoples Acquisition and the Fiscal 2014 Acquisitions, resulted in an increase of $296.7 million, or 32.7%, in the average balance of interest-earning assets, when comparing the three-month period ended March 31, 2015, with the same period of the prior fiscal year.

For the nine-month period ended March 31, 2015, the improvement in net interest rate spread, compared to the same period a year ago, resulted from a 17 basis point decrease in the average cost of interest-bearing liabilities, partially offset by a two basis point decrease in the average yield on interest-earning assets. The declines in yields earned and rates paid were attributable to the continued generally low rate environment, while the decline in yields earned was partially offset by the accretion of fair value discount on acquired loans, due to the Peoples Acquisition which closed in early August 2014. Our growth initiatives, including the Peoples Acquisition and the Fiscal 2014 Acquisitions, resulted in an increase of $339.2 million, or 40.3%, in the average balance of interest-earning assets, when comparing the nine-month period ended March 31, 2015, with the same period of the prior fiscal year.

Interest Income. Total interest income for the three- and nine-month periods ended March 31, 2015, was $13.9 million and $41.5 million, respectively, increases of $3.6 million, or 34.8%, and $11.8 million, or 39.6%, respectively, as compared to the same periods of the prior fiscal year. The increases were attributed to 32.7% and 40.3% increases, respectively, in the average balance of interest-earning assets for the three- and nine-month periods ended March 31, 2015, combined with an increase of seven basis points in the average yield earned on interest-earning assets in the three-month period, and partially offset by a two basis point decline in the average yield earned on interest-earning assets in the nine-month period, as compared to the same periods of the prior fiscal year. Increased average balances were attributed to our growth initiatives, including the Peoples Acquisition and the Fiscal 2014 Acquisitions. For the three-month period, the increase in yields on interest-earning assets was attributable to an increase in interest income generated from accretion of fair value discount on acquired loans, resulting from the Peoples Acquisition, which closed in early August 2014, partially offset by the repricing of assets in the continued low rate environment. For the nine-month period, the decrease in yields on interest-earning assets was attributable to the repricing of assets in the continued low rate environment, partially offset by the increase in interest income generated from accretion of fair value discount on acquired loans, resulting from the Peoples Acquisition.

Interest Expense. Total interest expense for the three- and nine-month periods ended March 31, 2015, was $2.2 million and $6.5 million, respectively, increases of $329,000, or 17.5%, and $915,000, or 16.4%, respectively, as compared to the same periods of the prior fiscal year. The increases were attributable to increases of $244.7 million, or 30.7%, and $288.0 million, or 39.0%, respectively, in the average balance of interest-bearing liabilities for the three- and nine-month periods ended March 31, 2015, partially offset by declines of nine and 17 basis points, respectively, in the average cost of interest-bearing liabilities, as compared to the same periods of the prior fiscal year. The growth in average balances was attributed to our growth initiatives, including the Peoples Acquisition and the Fiscal 2014 Acquisitions, while the decline in the average cost of interest-bearing liabilities was attributed to the repricing of liabilities in the continued low rate environment.

Provision for Loan Losses. The provision for loan losses for the three- and nine-month periods ended March 31, 2015, was $837,000 and $2.5 million, respectively, as compared to $253,000 and $1.0 million, respectively, in the same periods of the prior fiscal year. As a percentage of average loans outstanding, provision for loan losses in the current three- and nine-month periods represented an annualized charge of 0.32% and 0.33%, respectively, while the Company incurred annualized net charge offs in the three- and nine-month periods of 0.02% and 0.01%, respectively. During the same periods of the prior fiscal year, provision for loan losses as a percentage of average loans outstanding represented an annualized charge of 0.13% and 0.19%, respectively, while annualized net charge offs were 0.35% and 0.14%, respectively, for the three- and nine-month periods. The increase was primarily attributable to growth in loan balances and the migration of balances within the portfolio subject to allowance

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 loans, 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 provision. The following table summarizes changes in the allowance for loan losses over the three- and nine- month periods ended March 31, 2015 and 2014:

44



   
Three months ended
   
Nine months ended
 
   
March 31,
   
March 31,
 
(dollars in thousands)
 
2015
   
2014
   
2015
   
2014
 
   
   
 
Balance, beginning of period
 
$
10,958
   
$
9,085
   
$
9,259
   
$
8,386
 
Loans charged off:
                               
      Residential real estate
   
(13
)
   
(127
)
   
(24
)
   
(150
)
      Construction
   
-
     
-
     
-
     
-
 
      Commercial business
   
(21
)
   
(503
)
   
(40
)
   
(517
)
      Commercial real estate
   
(8
)
   
-
     
(9
)
   
(70
)
      Consumer
   
(16
)
   
(33
)
   
(54
)
   
(50
)
      Gross charged off loans
   
(58
)
   
(663
)
   
(127
)
   
(787
)
Recoveries of loans previously charged off:
                               
      Residential real estate
   
1
     
1
     
10
     
15
 
      Construction
   
-
     
-
     
-
     
-
 
      Commercial business
   
-
     
7
     
3
     
9
 
      Commercial real estate
   
-
     
-
     
40
     
1
 
      Consumer
   
5
     
4
     
32
     
15
 
       Gross recoveries of charged off loans
   
6
     
12
     
85
     
40
 
Net charge offs
   
(52
)
   
(651
)
   
(42
)
   
(747
)
Provision charged to expense
   
837
     
253
     
2,526
     
1,048
 
Balance, end of period
 
$
11,743
   
$
8,687
   
$
11,743
   
$
8,687
 

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 provision for loan losses that we charge to income. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. The allowance for loan losses increased $2.4 million to $11.7 million at March 31, 2015, from $9.3 million at June 30, 2014. The increase was deemed appropriate in order to bring the allowance for loan losses to a level that reflects management's estimate of the incurred loss in the Company's loan portfolio at March 31, 2015.

At March 31, 2015, the Company had loans of $13.2 million, or 1.25% of total  loans, adversely classified ($13.2 million classified "substandard" none classified "doubtful" or "loss"), as compared to loans of $7.0 million, or 0.87% of total loans, adversely classified ($7.0 million classified "substandard" none classified "doubtful" or "loss") at June 30, 2014, and $6.6 million, or 0.85% of total loans, adversely classified ($6.5 million classified "substandard" $90,000 classified "doubtful" and none classified "loss") at March 31, 2014. The increase was attributable primarily to the Peoples Acquisition. Classified loans were generally comprised of loans secured by commercial and residential real estate loans, while a smaller amount of commercial operating loans, consumer loans and construction loans were also classified. All loans were classified due to concerns as to the borrowers' ability to continue to generate sufficient cash flows to service the debt. Of our classified loans, the Company had ceased recognition of interest on loans with a carrying value of $4.1 million at March 31, 2015. As indicated in Note 4 to the condensed consolidated financial statements, the Company's total past due loans increased from $3.9 million at June 30, 2014, to $4.6 million at March 31, 2015.  The increase was attributable primarily to the Peoples Acquisition.

In its quarterly evaluation of the adequacy of its allowance for loan losses, the Company employs historical data including past due percentages, charge offs, and recoveries for the previous five years for each loan category. The Company's allowance methodology considers the most recent twelve-month period's average net charge offs and uses this information as one of the primary factors for evaluation of allowance adequacy. Average net charge offs are calculated as net charge offs by portfolio type for the period as a percentage of the average balance of respective portfolio type over the same period.

45


The following table sets forth the Company's historical net charge offs as of March 31, 2015 and June 30, 2014:

 
March 31, 2015
   
June 30, 2014
 
 
Net charge offs –
   
Net charge offs –
 
Portfolio segment
 
12-month historical
   
12-month historical
 
Real estate loans:
       
   Residential
   
0.01
%
   
0.06
%
   Construction
   
0.00
%
   
0.00
%
   Commercial
   
0.00
%
   
0.03
%
Consumer loans
   
0.15
%
   
0.26
%
Commercial loans
   
0.01
%
   
0.44
%

Additionally, in its quarterly evaluation of the adequacy of the allowance for loan losses, the Company evaluates changes in the financial condition of individual borrowers; changes in local, regional, and national economic conditions; the Company's historical loss experience; and changes in market conditions for property pledged to the Company as collateral. The Company has identified specific qualitative factors that address these issues and subjectively assigns a percentage to each factor. Qualitative factors are reviewed quarterly and may be adjusted as necessary to reflect improving or declining trends. At March 31, 2015, these qualitative factors included:

· Changes in lending policies
· National, regional, and local economic conditions
· Changes in mix and volume of portfolio
· Experience, ability, and depth of lending management and staff
· Entry to new markets
· Levels and trends of delinquent, nonaccrual, special mention and
· Classified loans
· Concentrations of credit
· Changes in collateral values
· Agricultural economic conditions
· Regulatory risk

The qualitative factors are applied to the allowance for loan losses based upon the following percentages by loan type:

Portfolio segment
 
Qualitative factor
applied at interim period
ended March 31, 2015
   
Qualitative factor
applied at fiscal
year ended
June 30, 2014
 
Real estate loans:
       
   Residential
   
0.77
%
   
0.78
%
   Construction
   
1.84
%
   
1.67
%
   Commercial
   
1.35
%
   
1.33
%
Consumer loans
   
1.43
%
   
1.39
%
Commercial loans
   
1.40
%
   
1.29
%

At March 31, 2015, the amount of our allowance for loan losses attributable to these qualitative factors was approximately $10.6 million, as compared to $8.6 million at June 30, 2014. The relative stability in qualitative factors was attributed to stable credit quality, classifications, and delinquencies within the legacy portfolio.

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 provision 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.


46


Nonperforming Assets

The ratio of nonperforming assets to total assets and nonperforming 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:

(dollars in thousands)
 
March 31, 2015
   
June 30, 2014
   
March 31, 2014
 
Nonaccruing loans:
   
    Residential real estate
 
$
2,334
   
$
444
   
$
448
 
    Construction
   
132
     
-
     
411
 
    Commercial real estate
   
1,490
     
673
     
669
 
    Consumer
   
143
     
58
     
66
 
    Commercial business
   
101
     
91
     
385
 
       Total
   
4,200
     
1,266
     
1,979
 
                         
Loans 90 days past due
                       
   accruing interest:
                       
    Residential real estate
   
127
     
106
     
-
 
    Commercial real estate
   
-
     
18
     
-
 
    Consumer
   
10
     
6
     
-
 
    Commercial business
   
-
     
-
     
-
 
       Total
   
137
     
130
     
-
 
                         
Total nonperforming loans
   
4,337
     
1,396
     
1,979
 
                         
Nonperforming investments
   
-
     
-
     
125
 
Foreclosed assets held for sale:
                       
    Real estate owned
   
4,291
     
2,912
     
2,969
 
    Other nonperforming assets
   
36
     
65
     
39
 
       Total nonperforming assets
 
$
8,664
   
$
4,373
   
$
5,112
 


At March 31, 2015, troubled debt restructurings (TDRs) totaled $6.6 million, of which $3.0 million was considered nonperforming and was included in the nonaccrual loan total above. The remaining $3.6 million in TDRs have complied with their modified terms for a reasonable period of time and are therefore considered by the Company to be accrual status loans. In general, these performing loans were subject to classification as TDRs at March 31, 2015, on the basis of guidance under ASU No. 2011-02, which indicates that the Company may not consider the borrower's effective borrowing rate on the old debt immediately before the restructuring in determining whether a concession has been granted. At June 30, 2014, TDRs totaled $5.1 million, of which $300,000 was considered nonperforming and was included in the nonaccrual loan total above. The remaining $4.8 million in TDRs at June 30, 2014, had complied with their modified terms for a reasonable period of time and were therefore considered by the Company to be accrual status loans.

At March 31, 2015, nonperforming assets totaled $8.7 million, as compared to $4.4 million at June 30, 2014, and $5.1 million at March 31, 2014. The increase in nonperforming assets from fiscal year end was attributed primarily to $1.7 million in nonaccrual loans (at fair value) and $1.0 million in foreclosed real estate obtained in the Peoples Acquisition, combined with the migration to nonaccrual status of a previously classified loan relationship, with a carrying value of $2.0 million, assumed by the Company in its Fiscal 2011 Acquisition.

Liquidity Resources

The term "liquidity" refers to our ability to generate adequate amounts of cash to fund loan originations, loan 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 the Bank's control, including interest rates, general and local economic conditions and competition. The Bank relies on FHLB advances and brokered deposits as additional sources for funding cash or liquidity needs.

47

 

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 March 31, 2015, the Company had outstanding commitments and approvals to extend credit of approximately $121.3 million (including $99.0 million in unused lines of credit) in mortgage and non-mortgage loans. These commitments and approvals are expected to be funded through existing cash balances, cash flow from normal operations and, if needed, advances from the FHLB or the Federal Reserve's discount window. At March 31, 2015, the Bank had pledged residential real estate loan portfolios and a significant portion of its commercial real estate loan portfolios with the FHLB for available credit of approximately $347.7 million, of which $64.2 million had been advanced. The Bank has the ability to pledge several of its other loan portfolios, including, for example, its commercial and home equity loans, which could provide additional collateral for additional borrowings; in total, FHLB borrowings are generally limited to 35% of bank assets, or $456.0 million, subject to available collateral. Also, at March 31, 2015, the Bank had pledged a total of $117.1 million in loans secured by farmland and agricultural production loans to the Federal Reserve, providing access to $78.4 million in primary credit borrowings from the Federal Reserve's discount window. Management believes its liquid resources will be sufficient to meet the Company's liquidity needs.

Regulatory Capital

The Company and Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory—and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Furthermore, the Company's and Bank's regulators could require adjustments to regulatory capital not reflected in the condensed consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital, and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average total assets (as defined). Management believes, as of March 31, 2015, that the Company and the Bank met all capital adequacy requirements to which they are subject.

In July 2013, the Federal banking agencies announced their approval of the final rule to implement the Basel III regulatory reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The approved rule includes a new minimum ratio of common equity Tier 1 (CET1) capital of 4.5%, raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, and includes a minimum leverage ratio of 4.0% for all banking institutions. Additionally, the rule creates a capital conservation buffer of 2.5% of risk-weighted assets, and prohibits banking organizations from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative, if the capital conservation buffer is not maintained. The phase-in of the enhanced capital requirements for banking organizations such as the Company and the Bank began January 1, 2015. Other changes included revised risk-weighting of some assets, stricter limitations on mortgage servicing assets and deferred tax assets, and replacement of the ratings-based approach to risk weight securities.

As of March 31, 2015, the most recent notification from the Federal banking agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category.


48


The tables below summarize the Company and Bank's actual and required regulatory capital:
   
Actual
   
For Capital Adequacy Purposes
   
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
 
As of March 31, 2015
 
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
(dollars in thousands)
 
 
Total Capital (to Risk-Weighted Assets)
                       
Consolidated
 
$
154,133
     
13.74
%
 
$
89,752
     
8.00
%
   
n/
a
   
n/
a
Southern Bank
   
145,917
     
13.09
%
   
89,198
     
8.00
%
   
111,497
     
10.00
%
Tier I Capital (to Risk-Weighted Assets)
                                               
Consolidated
   
141,627
     
12.62
%
   
67,314
     
6.00
%
   
n/
a
   
n/
a
Southern Bank
   
134,174
     
12.03
%
   
66,898
     
6.00
%
   
89,198
     
8.00
%
Tier I Capital (to Average Assets)
                                               
Consolidated
   
141,627
     
10.93
%
   
51,815
     
4.00
%
   
n/
a
   
n/
a
Southern Bank
   
134,174
     
10.44
%
   
51,389
     
4.00
%
   
64,237
     
5.00
%
Common Equity Tier I Capital
(to Risk-Weighted Assets)
                                               
Consolidated
   
106,992
     
9.54
%
   
58,292
     
4.50
%
   
n/
a
   
n/
a
Southern Bank
   
134,174
     
12.03
%
   
57,813
     
4.50
%
   
83,508
     
6.50
%
                                                 
                                                 
   
Actual
   
For Capital Adequacy Purposes
   
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
 
As of June 30, 2014
 
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
(dollars in thousands)
 
 
Total Capital (to Risk-Weighted Assets)
                                               
Consolidated
 
$
125,930
     
16.38
%
 
$
61,522
     
8.00
%
   
n/
a
   
n/
a
Southern Bank
   
114,811
     
15.07
%
   
60,968
     
8.00
%
   
76,211
     
10.00
%
Tier I Capital (to Risk-Weighted Assets)
                                               
Consolidated
   
116,314
     
15.12
%
   
30,762
     
4.00
%
   
n/
a
   
n/
a
Southern Bank
   
105,281
     
13.81
%
   
30,484
     
4.00
%
   
45,726
     
6.00
%
Tier I Capital (to Average Assets)
                                               
Consolidated
   
116,314
     
11.71
%
   
39,743
     
4.00
%
   
n/
a
   
n/
a
Southern Bank
   
105,281
     
10.69
%
   
39,379
     
4.00
%
   
49,224
     
5.00
%

49


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 nine months of fiscal year 2015, fixed rate 1- to 4-family residential loan production totaled $24.9 million, as compared to $24.7 million during the same period of the prior fiscal year. At March 31, 2015, the fixed rate residential loan portfolio was $139.3 million with a weighted average maturity of 125 months, as compared to $107.6 million at March 31, 2014, with a weighted average maturity of 172 months. The Company originated $25.6 million in adjustable-rate 1- to 4-family residential loans during the nine-month period ended March 31, 2015, as compared to $25.8 million during the same period of the prior fiscal year. At March 31, 2015, fixed rate loans with remaining maturities in excess of 10 years totaled $41.3 million, or 3.9% of net loans receivable, as compared to $48.7 million, or 6.3% of net loans receivable at March 31, 2014. The Company originated $145.0 million in fixed rate commercial and commercial real estate loans during the nine-month period ended March 31, 2015, as compared to $74.7 million during the same period of the prior fiscal year.  The Company also originated $32.1 million in adjustable rate commercial and commercial real estate loans during the nine-month period ended March 31, 2015, as compared to $45.3 million during the same period of the prior fiscal year. At March 31, 2015, adjustable-rate home equity lines of credit were $22.6 million, as compared to $17.8 million at March 31, 2014. At March 31, 2015, the Company's investment portfolio had an expected weighted-average life of 4.7 years, down from 5.4 years at March 31, 2014. 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.


50


Interest Rate Sensitivity Analysis

The following table sets forth as of March 31, 2015, 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.

March 31, 2015
 
BP Change
   
Estimated Net Portfolio Value
   
NPV as % of PV of Assets
 
in Rates
   
$ Amount
   
$ Change
   
% Change
   
NPV Ratio
   
Change
 
+300
 
$
107,970
   
(27,962
)
 
-21
%
 
8.46
%
 
-1.94
%
+200
   
117,605
   
(18,328
)
 
-13
%
 
9.14
%
 
-1.26
%
+100
   
126,153
   
(9,780
)
 
-7
%
 
9.73
%
 
-0.67
%
NC
   
135,933
   
-
 
   
-
 
10.40
%
   
-100
   
146,251
   
10,319
   
8
%
 
11.09
%
 
0.69
%
-200
   
157,634
   
21,702
   
16
%
 
11.85
%
 
1.46
%
-300
   
168,822
   
32,889
   
24
%
 
12.59
%
 
2.19
%

June 30, 2014
BP Change
   
Estimated Net Portfolio Value
   
NPV as % of PV of Assets
 
in Rates
   
$ Amount
   
$ Change
   
% Change
   
NPV Ratio
   
Change
 
+300
 
$
93,966
 
$
(20,788
)
 
-18
%
 
9.32
%
 
-1.77
%
+200
   
101,125
   
(13,628
)
 
-12
%
 
9.95
%
 
-1.15
%
+100
   
107,345
   
(7,409
)
 
-6
%
 
10.48
%
 
-0.62
%
NC
   
114,754
   
-
 
   
-
 
11.10
%
   
-100
   
123,482
   
8,728
   
8
%
 
13.49
%
 
0.74
%
-200
   
132,190
   
17,436
   
15
%
 
13.96
%
 
1.48
%
-300
   
140,398
   
25,644
   
22
%
 
14.47
%
 
2.17
%


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's 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 seven 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 portfolios 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.


51


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 Exchange Act of 1934, as amended, (the "Act")) as of March 31, 2015, was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, and several other members of our senior management. The Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2015, 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 March 31, 2015, 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.
 
 
 
 
 

52


PART II: Other Information
SOUTHERN MISSOURI BANCORP, INC.

Item 1:  Legal Proceedings

In the opinion of management, the Company is not a party to any pending claims or lawsuits that are expected to have a material effect on the Company's financial condition or operations. Periodically, there have been various claims and lawsuits involving the Company mainly as a defendant, such as claims to enforce liens, condemnation proceedings on properties in which the Company 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 Company's ordinary business, the Company is not a party to any material pending legal proceedings that would have a material effect on the financial condition or operations of the Company.

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, 2014.

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
1/1/2015 thru 1/31/2015
-
-
-
-
2/01/2015 thru 2/28/2015
-
-
-
-
3/1/2015 thru 3/31/2015
-
-
-
-
Total
-
-
-
-

Item 3:  Defaults upon Senior Securities

Not applicable

Item 4:  Mine Safety Disclosures

Not applicable

Item 5:  Other Information

None


53


Item 6:  Exhibits

 
3
(a)(i)
Articles of Incorporation of the Registrant+
  3 (a)(ii) Amendment to Articles of Incorporation of the Registrant increasing the authorized capital stock of the Registrant++
 
3
(b)
Certificate of Designation for the Registrant's Senior Non-Cumulative Perpetual Preferred Stock, Series A+++
 
3
(c)
Bylaws of the Registrant++++
 
4
 
Form of Stock Certificate of Southern Missouri Bancorp+++++
 
10
 
Material Contracts
   
(a)
Registrant's 2008 Equity Incentive Plan++++++
   
(b)
Registrant's 2003 Stock Option and Incentive Plan+++++++
   
(c)
Southern Missouri Savings Bank, FSB Management Recognition and Development Plan++++++++
   
(d)
Employment Agreements
     
(i)
Greg A. Steffens*
   
(e)
Director's Retirement Agreements
     
(i)
Sammy A. Schalk**
     
(ii)
Ronnie D. Black**
     
(iii)
L. Douglas Bagby**
     
(iv)
Rebecca McLane Brooks***
     
(v)
Charles R. Love***
     
(vi)
Charles R. Moffitt***
     
(vii)
Dennis Robison****
     
(viii)
David Tooley*****
     
(ix)
Todd E. Hensley******
   
(f)
Tax Sharing Agreement
 
31.1
 
Rule 13a-14(a) Certification of Principal Executive Officer
 
31.2
Rule 13a-14(a) Certification of Principal Financial Officer
 
32
 
Section 1350 Certification
 
101
 
Attached as Exhibit 101 are the following financial statements from the Southern Missouri Bancorp, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements.

+
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 Current Report on Form 8-K filed on July 26, 2011. 
+++
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2014, filed on November 17, 2014.
++++
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on December 6, 2007.
+++++
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.
++++++
Field as an attachment to the Registrant's definitive proxy statement filed on September 19, 2008.
+++++++
Filed as an attachment to the Registrant's definitive proxy statement filed on September 17, 2003.
++++++++
Filed as an attachment 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 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.
*****
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.
******
Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2014.


54


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:  May 11, 2015
 
/s/ Greg A. Steffens
   
Greg A. Steffens
   
President & Chief Executive Officer
   
(Principal Executive Officer)
     
Date:  May 11, 2015
 
/s/ Matthew T. Funke
   
Matthew T. Funke
   
Executive Vice President & Chief Financial Officer
   
(Principal Financial and Accounting Officer)




55