-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVVzt1oTwyrLk6k0UCKsde8V3kY6eeJ0m6cIqmoQ+phmHZUw59Dwm9EIGrsJ79Kw kY8tMb2vkaTnvHDjPPqedQ== 0000916907-98-000012.txt : 19981001 0000916907-98-000012.hdr.sgml : 19981001 ACCESSION NUMBER: 0000916907-98-000012 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN MISSOURI BANCORP INC CENTRAL INDEX KEY: 0000916907 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 431665523 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-23406 FILM NUMBER: 98718721 BUSINESS ADDRESS: STREET 1: 531 VINE ST CITY: POPLAR BLUFF STATE: MO ZIP: 63901 BUSINESS PHONE: 5737851421 10KSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 10-KSB [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-23406 SOUTHERN MISSOURI BANCORP, INC. (Exact name of registrant as specified in its charter) Delaware 43-1665523 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 531 Vine Street, Poplar Bluff, Missouri 63901 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (573) 785-1421 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g)of the Act: Common Stock, par value $0.01 per share (Title of Class) 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-KSB or any amendments to this Form 10-KSB. YES NO x The registrant's revenues for the fiscal year ended June 30, 1998 were $12.2 million. As of September 15, 1998, there were issued and outstanding 1,411,980 shares of the registrant's common stock. The aggregate market value of the voting stock held by non-affiliates of the registrant on this date, computed by reference to the average of the bid and asked price of such stock, was $16.6 million (1,057,000 shares at $15.75). (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.) DOCUMENTS INCORPORATED BY REFERENCE Part II of Form 10-KSB- Annual Report to Stockholders for the fiscal year ended June 30, 1998. Part III of Form 10-KSB - Portions of the Proxy Statement for the 1998 Annual Meeting of Stockholders. Transitional Small Business Disclosure Format(check one) Yes No X PART I Item 1. Description of Business General Southern Missouri Bancorp, Inc. ("Company"), a Delaware corporation, was incorporated on December 30, 1993 for the purpose of becoming the holding company for Southern Missouri Savings Bank ("SMSB") upon completion of its conversion from a state chartered mutual to a state chartered stock savings bank ("Conversion"). The Company completed the Conversion on April 13, 1994 through the sale and issuance of 1,803,201 shares of common stock. The Company's Common Stock is quoted on the National Association of Securities Dealers Automated Quotations ("NASDAQ") National Market System under the symbol "SMBC". SMSB was chartered as a mutual Missouri savings and loan association in 1887. On June 20, 1995, it converted to a federally chartered stock savings bank and took the name Southern Missouri Savings Bank, FSB. On February 17, 1998, SMSB converted from a federally chartered stock savings bank to a Missouri chartered stock savings bank and changed its name to Southern Missouri Bank and Trust Co. ("Bank") and ("Charter Conversion"). As a result of the Charter Conversion, the primary regulator of the Bank changed from the Office of Thrift Supervision ("OTS") to the Missouri Division of Finance ("Division"). The Bank's deposits continue to be insured up to applicable limits by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). Notwithstanding the Bank's conversion to a state savings bank, the Company did not become a bank holding company regulated by the Federal Reserve Board ("FRB") but remained an OTS-regulated savings and loan holding company as a result of the Bank's election (under Section 10(l) of the Home Owners Loan Act, as amended ("HOLA") to be treated as an OTS-regulated savings association for purposes of regulation of the Company ("10(l) Election"). The principal business of the Bank consists of attracting retail deposits from the general public and using such deposits along with wholesale funding from the Federal Home Loan Bank of Des Moines ("FHLB") to invest primarily in one- to four-family residential mortgage loans. To a lesser extent, the Bank also originates mortgage loans on commercial real estate, construction loans on residential and commercial properties and consumer loans. The Bank also invests in mortgage-backed and related securities ("MBS"), obligations of state and political subdivisions, U.S. Government Agency obligations and other permissible investments. At June 30, 1998, the Company had total assets of $155.9 million, total deposits of $109.4 million and stockholders' equity of $24.1 million. The Company has not engaged in any significant activity other than holding the stock of the Bank. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries. Additionally, the Company's revenues are derived principally from interest earned on loans, investment securities and MBS and, to a lesser extent, insurance commissions, banking service charges, loan late charges and other fee income. Forward Looking Statements When used in this Form 10-KSB or future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation and Reform Act of 1995. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements. Market Area The Bank provides its customers with a full array of community banking services and conducts its business from its headquarters in Poplar Bluff and seven additional full service offices located in Poplar Bluff, Van Buren, Dexter, Malden, Kennett, Doniphan and Ellington, Missouri. The Bank's primary market area includes all or portions of Butler, Carter, Dunklin, Ripley, Stoddard, and Wayne counties, with Poplar Bluff being the economic center of the area. The Bank's market area has a population of approximately 175,000. The largest employer in the Bank's primary market area is Briggs & Stratton, who operates a small engine manufacturing facility and employs approximately 1,000 persons. Other major employers include Gates Rubber, Rowe Furniture, Lucy Lee Hospital, John Pershing VA Hospital, Doctors Regional Hospital, Poplar Bluff School District, and Arvin. The Bank's market area is primarily rural in nature and relies heavily on agriculture, with products including livestock, rice, timber, soybeans, wheat, melons, corn and cotton. Regulatory Considerations As reported in its prior Annual Reports, on December 21, 1994, the Bank voluntarily entered into a Supervisory Agreement with the OTS, its former primary federal regulator. As a result of the Charter Conversion, the OTS terminated the Supervisory Agreement. However, the Bank remains subject to increased SAIF assessments until January 1, 1999, due to its former regulatory status. During 1998, the Bank recognized additional expense of $36,000, due to these higher deposit insurance premiums. See "Regulation - The Bank - Deposit Insurance." Selected Consolidated Financial Information This information is incorporated by reference from pages 3 and 4 of the 1998 Annual Report to Stockholders ("Annual Report") attached hereto as Exhibit 13. Yields Earned and Rates Paid This information contained under the section captioned "Yields Earned and Rates Paid" in the Annual Report is incorporated herein by reference. Rate/Volume Analysis This information is incorporated by reference from page 15 of the Annual Report. Average Balance, Interest and Average Yields and Rates This information contained under the section captioned "Average Balance, Interest and Average Yields and Rates" in the Annual Report is incorporated herein by reference. Lending Activities General. The Bank's primary focus in lending activities is on the origination of loans secured by mortgages on one- to four-family residences. To a lesser extent, the Bank also originates mortgage loans on commercial real estate, construction loans on residential and commercial properties and consumer loans. The Bank has also occasionally purchased a limited amount of loan participation interests originated by other lenders within the Bank's market area and secured by properties generally located in the Bank's primary market area. The Executive Loan Committee of the Bank, comprised of the President and one of the Senior Vice Presidents, has the responsibility for the supervision of the loan portfolio with an overview provided by the full Board of Directors. Loans may be approved by certain officers or either member ofthe Executive Committee, depending on the circumstances and the size of the loan, with all loans subject to ratification by the full Board of Directors. Loans in excess of $250,000 require the approval of the Discount Committee, whose members consist of three outside directors, prior to the closing of the loan. In addition, foreclosure actions or the acceptance of deeds-in-lieu of foreclosure are subject to prior approval by the Board of Directors. The aggregate amount of loans that the Bank is permitted to make under applicable federal regulations to any one borrower, including related entities, or the aggregate amount that the Bank could have invested in any one real estate project, is based on the Bank's capital levels. See "Regulation - Loans to One Borrower." At June 30, 1998, the maximum amount which the Bank could loan to any one borrower and the borrower's related entities was approximately $3.4 million. At June 30, 1998, the Bank had no loans which exceeded this limit. Loan Portfolio Analysis. The following table sets forth the composition of the Bank's loan portfolio by type of loan and type of security as of the dates indicated. CAPTION> At June 30, 1998 1997 1996 Amount Percent Amount Percent Amount Percent (Dollars in thousands) Type of Loan: Mortgage Loans: One-to four-family $ 83,399 70.03% $ 77,895 72.27% $68,330 71.52% Commercial real estate 22,530 18.92 18,293 16.97 16,584 17.36 Construction 2,708 2.27 3,822 3.55 4,283 4.48 Total mortgage loans $108,637 $100,010 $89,197 Other Loans: Automobile loans 7,319 6.15 4,862 4.51 3,196 3.35 Second mortgage 1,081 .91 745 .69 689 .72 Mobile home 784 .65 1,265 1.17 1,328 1.39 Loans secured by deposits 671 .57 721 .67 753 .79 Commercial business 1,127 .95 2,383 2.21 3,538 3.70 Other 1,481 1.24 435 .40 291 .31 Total other loans 12,463 10,411 9,795 Total loans $121,100 101.69 $110,421 102.44 $98,992 103.62 Less: Undisbursed loans in process $653 (.54) $1,838 (1.70) $2,610 (2.73) Deferred fees and discounts 69 (.06) 93 (.08) 220 (.23) Allowance for loan losses 1,295 (1.09) 707 (.66) 627 (.66) Net loans receivable $119,083 100.00% $107,783 100.00% $95,535 100.00% Type of Security: Residential real estate One- to four-family $ 82,874 69.59% $ 78,359 72.70% $69,368 72.61% Multi-family 3,134 2.63 583 .54 2,663 2.79 Commercial real estate 20,865 17.52 20,246 18.78 15,612 16.34 Land 1,764 1.48 822 .76 1,554 1.63 Savings accounts 671 .57 721 .67 753 .79 Consumer and other 11,792 9.90 9,690 8.99 9,042 9.46 Total loans $121,100 101.69 $110,421 102.44 $98,992 103.62 Less: Undisbursed loans in process $653 (.54) $1,838 (1.70) $2,610 (2.73) Deferred fees and discounts 69 (.06) 93 (.08) 220 (.23) Allowance for loan losses 1,295 (1.09) 707 ( .66) 627 (.66) Net loans receivable $119,083 100.00% $107,783 100.00% $95,535 100.00%
One- to Four-Family Residential Mortgage Lending. The Bank focuses its lending efforts primarily on originating loans for the acquisition or refinance of one- to four-family residences. These loans are originated as a result of customer and real estate agent referrals, existing and walk-in customers and from responses to the Bank's marketing campaign. At June 30, 1998, mortgage loans secured by one- to four-family residences totaled $83.4 million, or 70.0% of net loans receivable. The Bank currently offers both fixed-rate and adjustable-rate mortgage ("ARM") loans. During the year ended June 30, 1998 the Bank originated $15.6 million of ARM loans and $5.1 million of fixed-rate real estate loans which were secured by one- to four-family residences. Substantially all of the one- to four-family residential mortgage originations are located within the Bank's primary market area. The Bank currently originates one- to four-family residential mortgage loans in amounts up to 90% of the lower of the purchase price or appraised value of residential property. Loans originated in excess of 80% do not require private mortgage insurance. Historically, the residential mortgage loans originated by the Bank have not complied with secondary market standards; however, it's anticipated that most single-family mortgages originated in the second quarter of fiscal 1999 and thereafter, will conform to secondary market standards. The interest rates charged on these loans are competitively priced based on local market conditions, the availability of funding, and anticipated profit margins. The Bank originates ARM loans, which adjust annually, after an initial period of one, three or five years. Typically, originated ARM loans are secured by owner occupied properties which reprice at a margin of 2.75% over the 11th district cost of funds index (generally considered a "lagging" index because it adjusts more slowly to changes in market interest rates than most other indeces) or the monthly average yield on United States Treasury securities adjusted to a constant maturity of one year. Generally, ARM loans secured by non-owner occupied residential properties reprice at a margin of 3.50% to 3.75% over the 11th district cost of funds index. Most of the Bank's residential ARM loan originations are subject to annual and lifetime interest rate caps. Historically, the maximum annual interest rate adjustment on ARMs has been limited to a 100 basis point adjustment while the maximum lifetime adjustment has been limited to either 500 or 600 basis points over the initial interest rate. Additionally, in order to entice customers into an ARM, the Bank has offered ARMs with initial rates below those, which would prevail under the foregoing computations, based on market factors, funding costs and the rates and terms for similar loans offered by the Bank's competitors. As a consequence of using interest rate caps, discounted initial rates and a "lagging" loan index, the interest earned on the Bank's ARMs will react differently to changing interest rates than the Bank's cost of funds. In underwriting one- to four-family residential real estate loans, the Bank evaluates the borrower's ability to meet debt service requirements as well as the value of the property securing the loan. Mortgage loans are originated based on amortization or final maturities of up to 30 years. During 1998, most properties securing real estate loans made by the Bank had appraisals performed on them by independent fee appraisers approved and qualified by the Board of Directors. The Bank generally requires borrowers to obtain title insurance and fire, property and flood insurance (if indicated) in an amount not less than the amount of the loan. Real estate loans originated by the Bank generally contain a "due on sale" clause allowing the Bank to declare the unpaid principal balance due and payable upon the sale of the security property. Multi-Family, Commercial Real Estate and Land Lending. The Bank actively originates loans secured by multi-family, commercial real estate (apartment buildings, strip shopping centers, retail establishments and other businesses) and land located in the Bank's primary market area. At June 30, 1998, the Bank had $3.1 million, $17.6 million, and $1.8 million, respectively, of multi-family, commercial real estate and land loans, which represented 2.6%, 14.8%, and 1.5%, respectively, of net loans receivable. Multi-family, commercial real estate and land loans originated by the Bank generally are based on amortization schedules of up to 25 years with monthly principal and interest payments. Generally, the interest rate charged on these loans adjusts annually based upon the 11th district cost of funds or the Bank's internal cost of funds plus a margin of 3.50% to 4.50%, and are occasionally subject to annual and lifetime interest-rate adjustment caps. Generally, multi-family, commercial real estate and land loans do not exceed 75% of the lower of the appraised value or purchase price of the secured property. Before credit is extended, the Bank analyzes the financial condition of the borrower, the borrower's credit history, and the reliability and predictability of the cash flow generated by the property and the value of the property itself. Generally, personal guaranties are required from the borrower in addition to the secured property as collateral for such loans. In addition, personal financial statements generally are required to be submitted to the Bank on at least an annual basis. The Bank also generally requires appraisals on properties securing multi-family, commercial real estate and land loans to be performed by a Board-approved independent certified fee appraiser. Generally loans secured by multi-family, commercial real estate and land involve a greater degree of credit risk than one- to four-family residential mortgage loans. These loans typically involve large balances to single borrowers or groups of related borrowers. Because payments on loans secured by commercial real estate and multi-family properties are often dependent on the successful operation or management of the secured property, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. If the cash flow from the project securing the Bank's loan is reduced (for example, if leases are not obtained or renewed), the borrower's ability to repay the loan may be impaired. See "Asset Quality." Construction Lending. The Bank originates real estate loans secured by property or land that is under construction or development. At June 30, 1998, the Bank had $2.7 million, or 2.3% of net loans receivable in construction loans outstanding. Construction loans originated by the Bank are generally secured by permanent 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 commercial real estate. At June 30, 1998, the Bank had $2.2 million in outstanding construction loans secured by owner-occupied residential real estate and $552,000 in other speculative construction secured by land or commercial real estate. During construction, these loans typically require monthly interest-only payments and have maturities ranging from 6 to 12 months. Once construction is completed, permanent construction loans are converted to monthly payments using amortization schedules up to 25 years. Construction and land development lending generally affords the Bank an opportunity to receive higher interest rates and fees with shorter terms to maturity than those obtainable from residential lending. Nevertheless, construction and land development lending is generally considered to involve a higher level of credit risk than one- to four-family residential lending due to (i) the concentration of principal among relatively few borrowers and development projects, (ii) the increased difficulty at the time the loan is made of accurately estimating building or development costs and the selling price of the finished product, (iii) the increased difficulty and costs of monitoring and disbursing funds for the loan, (iv) the higher degree of sensitivity to increases in market rates of interest and changes in local economic conditions, and (v) the increased difficulty of working out problem loans. Due in part to these risk factors, the Bank may be required from time to time to modify or extend the terms of some of these types of loans. In an effort to reduce these risks, the application process includes a submission to the Bank of accurate plans, specifications and costs of the project to be constructed. These items are also used as a basis to determine the appraised value of the subject property. Loan amounts are approved based on the lesser of current appraised value and/or the cost of construction. Consumer and Commercial Business Lending. The Bank offers a variety of secured consumer loans, including automobile, second mortgages, mobile homes, guaranteed student loans and loans secured by deposits. The Bank also originates secured and unsecured loans to individuals and commercial businesses, as well as letters-of-credit and lines-of-credit. The Bank originates substantially all of its consumer and commercial business loans in its primary market area. Currently, all consumer loans are originated on a direct basis, where credit is extended directly to the borrower. Usually, consumer loans are originated with fixed rates for terms of up to five years, while commercial business loans typically will be for one year and may have either a fixed or adjustable interest rate. At June 30, 1998, the Bank's consumer and commercial business loan portfolio totaled $12.5 million, or 10.5% of net loans receivable. At June 30, 1998, $12.3 million, or 98.8% of the consumer and business loan portfolio had fixed rate loans while 1.2% had adjustable interest rates. Consumer Lending. Automobile loans represent the largest component (58.7% of installment loans) of the Bank's installment loan portfolio at June 30, 1998, and totaled $7.3 million, or 6.2% of net loans receivable. Typically, automobile loans are made for terms of up to 60 months for new vehicles and up to 48 months for used vehicles. Loans secured by automobiles have fixed rates and are generally made in amounts up to 80% of the purchase price of the vehicle. The Bank has not engaged in indirect automobile lending since the third quarter of fiscal 1998. At June 30, 1998, the outstanding balance of indirect automobile loans was $295,000. During prior periods, the Bank financed mobile homes for customers of a local mobile home dealer. At June 30, 1998, the remaining balance of these loans totaled $784,000. Of these loans, $80,000 were past due more than 90 days while the balance of loans past due 61 to 90 days was $71,000 and 30 to 60 days was $82,000. During 1998, the Bank realized net charge-offs of $119,000 related to these mobile homes. In addition, it is likely that additional charge-offs related to these mobile homes will be made in the future; however, this likelihood was considered when the Bank evaluated the adequacy of its allowance for loan losses. Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards employed for consumer loans include employment stability, an application, a determination of the applicant's payment history on other debts, and an assessment of ability to meet existing and proposed obligations. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Consumer loans may entail greater credit risk than do residential mortgage loans, especially in the case of consumer loans, which are unsecured or are secured by rapidly depreciable or mobile assets, such as automobiles or mobile homes. In the event of repossession or default, there may be no secondary source of repayment or the underlying value of the collateral could be insufficient to repay the loan. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. The Bank's delinquency levels for these type of loans indicate these risks. See "Asset Classification." Commercial Business Lending. At June 30, 1998, the Bank also had $1.1 million in commercial business loans outstanding, or .95% of net loans receivable. The Bank's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory and equipment. Commercial business loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The Bank's commercial business loans are evaluated based on the loan application, a determination of the applicant's payment history on other debts, business stability and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount. Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. Loan Maturity and Repricing The following table sets forth certain information at June 30, 1998 regarding the dollar amount of loans maturing in the Bank's portfolio based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. Mortgage loans, which have adjustable rates, are shown as maturing at their next repricing date. Loan balances are before deductions for undisbursed loan proceeds, unearned discounts, unearned income and allowance for loan losses. After After After One Year 3 Years 5 Years Within Through Through Through After One Year 3 Years 5 Years 10 Years 10 Years Total (In thousands) One- to four-family $73,550 $1,541 $3,399 $3,849 $1,060 $ 83,399 Commercial real estate 20,209 79 1,866 376 -- 22,530 Construction 2,708 -- -- -- -- 2,708 Consumer 3,977 3,066 3,996 297 -- 11,336 Commercial business 879 137 111 -- -- 1,127 Total loan $101,323 $4,823 $9,372 $4,522 $1,060 $121,100 The following table sets forth the dollar amount of all loans due one year after June 30, 1998, which have fixed interest rates and which have adjustable interest rates. Fixed Adjustable Rates Rates (In thousands) One- to four-family $ 9,175 $ 74,224 Commercial real estate 703 21,827 Construction -- 2,708 Consumer 7,359 3,977 Commercial business 249 878 Total $17,486 $103,614 The following table sets forth scheduled contractual amortization of loans at June 30, 1998 and June 30, 1997, and the dollar amount of such securities and loans at the date which are scheduled to mature after one year which have fixed or adjustable interest rates. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdraft loans are reported as due in one year or less.
At June 30, 1998 At June 30, 1997 Commercial Commercial Mortgage Consumer Business Total Mortgage Consumer Business Total Loans Loans Loans Loans Loans Loans Loans Loans (In thousands) Amounts due: Within one year $ 96,467 $ 3,977 $ 879 $101,323 $ 87,829 $2,289 $1,935 $92,053 After one year through three years 1,620 3,066 137 4,823 2,234 2,388 275 4,897 After three years through five years 5,265 3,996 111 9,372 2,817 2,622 93 5,532 After five years 5,285 297 -- 5,582 7,130 729 80 7,939 Total $108,637 $11,336 $1,127 $121,100 $100,010 $8,028 $2,383 $110,421 Interest rate terms on amounts due after one year: Fixed $ 9,878 7,359 $249 $ 17,486 $14,534 $8,028 $1,748 $24,310 Adjust- able 98,759 3,977 878 103,614 85,476 -- 635 86,111
Originations, Purchases and Servicing of Loans and Mortgage-Backed Securities Generally, real estate loans are originated by the Bank's staff of salaried loan officers. Loan applications are taken and processed at each of the Bank's full-service locations. The Bank has not participated in the secondary market and does not service any loans for other entities. While the Bank originates both adjustable-rate and fixed-rate loans, the ability to originate loans is dependent upon the relative customer demand for loans in its market. In 1998, the Bank originated $48.5 million of loans, compared to $41.2 million and $54.3 million in 1997 and 1996, respectively. The increase om 1998's originations was attributed to expanded product lines, increased marketing, and price competitiveness. From time to time, the Bank has purchased loan participations consistent with its loan underwriting standards. In 1998, the Bank purchased one loan for $171,000, which was secured by an income producing property. At June 30, 1998, loan participations totaled $1.9 million, or 1.6% of net loans receivable. All of these participations were secured by properties located in Missouri. At June 30, 1998, all of such participations were performing in accordance to their respective terms. In addition, the Bank has purchased MBS to complement lending activities and provide balance sheet flexibility for liquidity and asset/liability management. The Board believes that the lower yield carried by MBS is somewhat offset by the lower level of credit risk and the lower level of overhead required in connection with these assets, as compared to one- to four-family, non-residential, multi-family and other types of loans. See "- Mortgage-Backed and Related Securities." The following table shows total mortgage loans originated, purchased, sold and repaid during the periods indicated. Year Ended June 30, 1998 1997 1996 (In thousands) Total mortgage loans at beginning of period $100,010 $ 89,197 $79,883 Loans originated: One- to four-family 20,687 21,993 16,032 Multi-family and commercial real estate 9,736 5,618 5,781 Construction loans 2,540 2,086 3,242 Total loans originated 32,963 29,697 25,055 Loans purchased: Total loans purchased 171 -- -- Loans sold: Total loans sold -- -- -- Mortgage loan principal repayments (24,391) (18,763) (15,620) Foreclosures (116) (121) (121) Net loan activity 8,627 10,813 9,314 Total mortgage loans at end of period $108,637 $100,010 $89,197 Asset Quality Delinquent Loans. Generally, when a borrower fails to make a required payment on mortgage or installment loans the Bank begins the collection process by mailing a computer generated notice to the customer. If the delinquency is not cured promptly, the customer is contacted again by notice or telephone. After an account secured by real estate becomes over 60 days past due, the Bank will generally send a 30-day demand notice to the customer, which if not cured, unless satisfactory arrangements have been made, will lead to foreclosure. For consumer loans the Missouri Right-To- Cure Statute is followed which requires issuance of specifically worded notices at specific time intervals prior to repossession or further collection efforts. The following table sets forth the Bank's loan delinquencies by type and by amount at June 30, 1998. Loans Delinquent For: Total Loans 90 Days and Delinquent 60 60-89 Days Over Days or More Numbers Amounts Number Amounts Number Amounts One- to four-family 16 $ 363 23 $ 842 39 $1,205 Construction loans 1 30 -- -- 1 30 Commercial real estate 1 96 7 348 8 444 Mobile home 7 71 11 80 18 151 Consumer 4 68 14 65 18 133 Totals 29 $628 55 $1,335 84 $1,963 Non-Performing Assets. The table below sets forth the amounts and categories of non-performing assets in the Bank's loan portfolio. Loans are placed on non-accrual status when the collection of principal and/or interest become doubtful, and as a result, previously accrued interest income on the loan is taken out of current income. The Bank has no reserves for uncollected interest and does not accrue interest on non-accrual loans. A loan may be transferred back to accrual status once a satisfactory repayment history has been restored. Foreclosed assets held for sale include assets acquired in settlement of loans and are shown net of reserves. At June 30, 1998, the Bank had 13 loans totaling $533,000 on which interest was not being accrued in accordance with SFAS No. 114, as amended. The Bank would have recorded interest income of $46,000, $124,000 and $47,000 on non-accrual loans during the years ended June 30, 1998, 1997 and 1996, respectively, if such loans had been performing during such periods. See page 29 of the Annual Report for a discussion of impaired loans. In addition, the Bank had $804,000 in residential and consumer loans which were still accruing interest that were 90 days or more past due. These loans are in the process of collection and the Bank expects these loans to be brought current. At June 30, 1998 the Bank had included $22,000 in income on these loans. The following table sets forth information with respect to the Bank's non-performing assets as of the dates indicated. At the dates indicated, the Bank had no restructured loans within the meaning of SFAS 15. At June 30, 1998 1997 1996 1995 1994 (Dollars in thousands) Nonaccruing loans: One- to four-family $ 182 $ 922 $480 $ 700 $ 641 Commercial real estate 344 279 -- 14 47 Consumer 7 179 45 14 8 Commercial business -- -- 21 9 -- Total $ 533 $1,380 $546 $ 737 $ 696 Loans 90 days past due accruing interest: One- to four-family $ 661 $ -- $ -- $ -- $ -- Commercial real estate 3 -- -- -- -- Consumer 140 -- -- -- -- Commercial business -- -- -- -- -- Total $ 804 $ -- $ -- $ -- $ -- Total nonperforming loans $1,337 $1,380 $546 $ 737 $ 696 Foreclosed assets held for sale: Real estate owned $ 172 $ 55 $ 60 $ 727 $ 778 Other nonperforming assets 12 -- -- -- -- Total nonperforming assets $1,521 $1,435 $606 $1,464 $1,474 Total nonperforming loans to net loans 1.12% 1.28% .57% .89% .93% Total nonperforming loans to total assets .86% .86% .34% .50% .49% Total nonperforming assets to total assets .98% .89% .38% .99% 1.04% Asset Classification. Applicable regulations require that each insured institution review and classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, regulatory examiners have authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. Substandard assets must have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. When an insured institution classifies problem assets as loss, it charges off the balances of the asset. Assets, which do not currently expose the Bank to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses, may be designated as special mention. The Bank's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the FDIC and the Division, which can order the establishment of additional loss allowances. In connection with the filing of its periodic reports with the FDIC and in accordance with its asset classification policy, the Bank regularly reviews its loan portfolio to determine whether any loans require classification in accordance with applicable regulations. On the basis of management's review of the assets of the Company, at June 30, 1998, classified assets totaled $5.5 million, or 3.55% of total assets as compared to $1.4 million, or .86% of total assets at June 30, 1997. The significant increase in classified assets was primarily the result of a $3.2 million and $714,000 increase in classified assets secured by commercial real estate and one- to four-family residences, respectively. The largest classified commercial real estate relationship at June 30, 1998 totaled $2.6 million and was performing in accordance with its terms. In addition, the Bank had classified three other lending relationships secured primarily by commercial real estate, which in the aggregate totaled $1.1 million. Each of these borrowing relationships was classified due to concerns over whether the property securing the Bank's loans generated sufficient cash flow to amortize the loan in accordance with its terms. Other Loans of Concern. In addition to the classified assets discussed above, there was also an aggregate of $712,000 in net book value of loans (19 one- to four-family residential loans, 1 construction loan and 11 consumer loans) with respect to which management has doubts as to the ability of the borrowers to continue to comply with present loan repayment terms which may ultimately result in the classification of such assets. Real Estate Owned. Real estate properties acquired through foreclosure or by deed in lieu of foreclosure are recorded at the lower of cost or fair value, less estimated disposition costs. If fair value at the date of foreclosure is lower than the balance of the related loan, the difference will be charged-off to the allowance for loan losses at the time of transfer. Management periodically updates real estate valuations and if the value declines, a specific provision for losses on such property is established by a charge to operations. At June 30, 1998, the Bank's balance of real estate owned totaled $172,000 and included 17 properties secured primarily by real estate lots. Allowance for Loan Losses. The Bank's allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of loan activity, including those loans which are being specifically monitored. Such evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in providing for an adequate provision for loan losses. These provisions for loan losses are charged against earnings in the year they are established. The Bank had an allowance for loan losses at June 30, 1998, of $1.3 million, which represented .85% of nonperforming assets as compared to $706,000 or .49% of nonperforming assets at June 30, 1997. See Note 3 of Notes to Consolidated Financial Statements contained in the Annual Report. Although management believes that it uses the best information available to determine the allowance, unforeseen market conditions could result in adjustments and net earnings could be significantly affected if circumstances differ substantially from assumptions used in making the final determination. Future additions to the allowance will likely be the result of periodic loan, property and collateral reviews and thus cannot be predicted with certainty in advance. The following table sets forth an analysis of the Bank's allowance for loan losses for the periods indicated. Where specific loan loss reserves have been established, any difference between the loss reserve and the amount of loss realized has been charged or credited to current income. Year Ended June 30, 1998 1997 1996 1995 1994 (Dollars in thousands) Allowance at beginning of period $ 706 $ 627 $572 $477 $261 Recoveries One- to four-family 1 -- -- -- -- Consumer 42 -- -- -- -- Mobile homes 89 -- -- -- -- Total recoveries 132 -- -- -- -- Charge offs: One- to four-family 6 -- -- -- 14 Consumer 116 162 5 -- -- Mobile homes 204 -- -- -- -- Total charge offs 326 162 5 -- 14 Net charge offs 194 162 5 -- 14 Provision for loan losses 783 241 60 95 230 Balance at end of period $1,295 $706 $627 $572 $477 Ratio of allowance to total loans outstanding at the end of the period 1.07% .64% .63% .67% .62% Ratio of net charge offs to average loans outstanding during the period .17% .16% .01% -- .02% The following table sets forth the breakdown of the allowance for loan losses by loan category for the periods indicated.
At June 30, 1998 1997 1996 1995 1994 Percent Percent Percent Percent Percent of Loans of Loans of Loans of Loans of Loans in Each in Each in Each in Each in Each Category Category Category Category Category to Total to Total to Total to Total to Total Amount Gross Loans Amount Gross Loans Amount Gross Loans Amount Gross Loans Amount Gross Loans (Dollars in thousands) One- to four-family $ 372 70.03% $ 647 71.38% $562 72.77% $562 77.96% $467 80.23% Construction 20 2.27 -- -- -- -- -- -- -- -- Commercial real estate 612 18.92 -- -- -- -- -- -- -- -- Consumer 126 8.87 59 9.56 65 9.89 10 5.99 10 5.90 Commercial business 17 .95 -- -- -- -- -- -- -- -- Mobile homes 127 .65 -- -- -- -- -- -- -- -- Unallocated 21 -- -- -- -- -- -- -- -- -- Total allowance for loan losses $1,295 $ 706 $627 $572 $477
Investment Activities General. Under Missouri law, the Bank is permitted to invest in various types of liquid assets, including U.S. and Missouri obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, banker's acceptances, repurchase agreements, federal funds, commercial paper, investment grade corporate debt securities and obligations of States and their political sub-divisions. Generally, the investment policy of the Company is to invest funds among various categories of investments and repricing characteristics based upon the Company's need for liquidity, to provide collateral for borrowings and public unit deposits, to help reach financial performance targets and to help maintain asset/liability management objectives. The Company's investment portfolio is managed in accordance with the Bank's investment policy which was adopted by the Board of Directors of the Bank and is implemented by members of the asset/liability management committee which consists of the President, Chief Financial Officer and three outside directors. Investment purchases and/or sales must be authorized by the appropriate party, depending on the aggregate size of the investment transaction, prior to any investment transaction. The Board of Directors reviews all investment transactions. Investment purchases are identified as either held-to-maturity (HTM) or available-for-sale (AFS) at the time of purchase. For information regarding the amortized cost and market values of the Company's investments, see Note 2 of Notes to Consolidated Financial Statements contained in the Annual Report. The Company has adopted Financial Accounting Standards Board Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which allows debt securities to be classified as "HTM" and reported at amortized cost only if the reporting entity has the positive intent and ability to hold these securities to maturity. Securities classified as "AFS" must be reported at fair value with unrealized gains and losses recorded as a separate component of stockholders' equity. At June 30, 1998, AFS securities totaled $23.5 while HTM totaled $4.6 million (excluding FHLB stock), see Note 2 of Notes to Consolidated Financial Statements contained in the Annual Report. Investment Securities. At June 30, 1998, the Company's investment securities portfolio totaled $15.1 million, or 9.7% of total assets as compared to $19.6 million, or 12.3% of total assets at June 30, 1997. The reduction was due to $7.2 million in maturities and $2.6 million in sales, which more than offset purchases of $5.0 million. At June 30, 1998, the investment securities portfolio included $6.9 million in callable agency bonds, $6.4 million in municipal bonds, $2.9 million of which is subject to early redemption at the option of the issuer, $1.1 million in FHLB stock and $600,000 in other agency securities. Based on contractual maturities, the weighted average maturity of the investment securities portfolio at June 30, 1998, excluding FHLB stock, was 58.7 months. Mortgage-Backed and Related Securities. At June 30, 1998, MBS totaled $14.2 million, or 9.1%, of total assets as compared to $26.2 million, or 16.4% of total assets at June 30, 1997. The reduction was due to the proceeds from the sales and maturities of MBS being reinvested into loans receivable. During 1998, the Bank had net sales of $7.5 million in MBS and maturities of $5.4 million, which more than offset purchases of $1.1 million. At June 30, 1998, the MBS portfolio included $9.9 million in adjustable-rate MBS, $2.6 million in collateralized mortgage obligations, which passed the Federal Financial Institutions Examination Council's sensitivity test, and $1.7 million in fixed-rate MBS. Investment Securities Analysis The following table sets forth the Company's investment securities portfolio at carrying value (including securities classified HTM and securities classified as AFS) at the dates indicated.
At June 30, 1998 1997 1996 Carrying Percent of Carrying Percent of Carrying Percent of Value(1) Portfolio Value(1 Portfolio Value(1) Portfolio (Dollars in thousands) U.S. government agencies $ 7,597 50.47% $10,046 51.15% $8,023 37.64% State and political subdivisions 6,401 42.53 6,528 33.23 8,856 41.55 Corporate securities -- -- 1,548 7.88 2,915 13.68 FHLB stock 1,054 7.00 1,520 7.74 1,520 7.13 Total $15,052 100.00% $19,642 100.00% $21,314 100.00% (1) The market value of the investment securities portfolio amounted to $15.2 million, $19.8 million and $21.3 million at June 30, 1998, 1997 and 1996, respectively.
The following table sets forth the maturities and weighted average yields of debt securities in the investment securities portfolio (including securities classified HTM and securities classified as AFS) at June 30, 1998. Securities Held to Maturity June 30, 1998 Estimated Weighted Book Market Average Value Value Yield (Dollars in Thousands) U.S. government agencies: Due within 1 year $ 600 $ 587 2.65% Due after 1 year but within 5 years -- -- -- Due after 5 years but within 10 years -- -- -- Due after 10 years -- -- -- State and political subdivisions: Due within 1 year 175 176 4.69 Due after 1 year but within 5 years 1,618 1,653 5.35 Due after 5 years but within 10 years 1,444 1,515 5.23 Due after 10 years 808 866 6.20 Total Held to Maturity $4,645 $4,797 5.11% Securities Available for Sale June 30,1998 Book/ Weighted Amoritzed Estimated Average Cost Market Value Yield (Dollars in Thousands) U.S. government agencies: Due within 1 year -- -- -- Due after 1 year but within 5 years $6,990 $6,997 6.25% Due after 5 years but within 10 years -- -- -- Due after 10 years -- -- -- State and political subdivisions: Due within 1 year 210 210 4.31 Due after 1 year but within 5 years 1,597 1,635 7.11 Due after 5 years but within 10 years 295 307 5.71 Due after 10 years 195 203 6.13 Total Available for Sale $9,287 $9,352 6.34% The following table sets forth certain information at June 30, 1998 regarding the dollar amount of MBS maturing in the Bank's portfolio (including securities classified HTM and securities classified AFS) based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments. MBS, which have adjustable rates, are shown as maturing at their next repricing date. At June 30, 1998 (In thousands) Amounts due: Within 1 year $12,617 After 1 year through 3 years 1,056 After 3 year through 5 years -- After 5 years 481 Total $14,154 The following table sets forth the dollar amount of all MBS due one year after June 30, 1998, which have fixed interest rates and have floating or adjustable rates. At June 30, 1998 (In thousands) Interest rate terms on amounts due after 1 year: Fixed $ 1,745 Adjustable 12,367 Pending 42 Total $14,154 The following table sets forth certain information with respect to each security (other than U.S. Government and agency securities, which had an aggregate book value in excess of 10% of the Bank's retained earnings at the dates indicated. At June 30, 1998 1997 1996 Carrying Market Carrying Market Carrying Market Value Value Value Value Value Value (In thousands) FHLMC certificates $ 1,426 $ 1,426 $ 4,986 $ 4,989 $ 8,614 $ 8,616 GNMA certificates 6,326 6,326 11,770 11,770 10,644 10,644 FNMA certificates 3,846 3,846 6,391 6,391 12,323 12,325 Collateralized mortgage Obligations 2,556 2,556 3,089 3,089 3,456 3,456 Total $14,154 $14,154 $26,236 $26,239 $35,037 $35,041 Deposit Activities and Other Sources of Funds General. The Company's primary sources of funds are deposits, borrowings, payment of principal and interest on loans and MBS, interest and principal received on investment securities and other short-term investments, and funds provided from operating results. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market interest rates and overall economic conditions. Borrowings, including FHLB advances, have been used at times to provide additional liquidity. Borrowings are used on an overnight or short-term basis to compensate for periodic fluctuations in cash flows, and are used on a longer term basis to fund loan growth and to help manage the Company's sensitivity to fluctuating interest rates. Deposits. The Bank offers a variety of deposit accounts, which have a wide range of interest rates and terms as set forth in the following table. Deposit account terms vary according to the minimum balance required, the time periods funds must remain on deposit and the interest rate, among other factors. Deposits are solicited from the Bank's primary market area and are attracted and retained through competitive pricing, cross-selling, advertisement and providing quality customer service. The Bank will periodically promote a particular deposit product as part of the Bank's overall marketing plan. Deposit products have been promoted through various mediums, which include radio, and newspaper advertisements. The emphasis of these campaigns is to increase consumer awareness and market share of the Bank. The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates, and competition. The Bank has become more susceptible to short-term fluctuations in deposit flows, as customers have become more interest rate conscious. Based on its experience, the Bank believes that its deposits are relatively stable sources of funds. However, the ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. Weighted Average Percentage Interest Minimum of Total Rate Term Category Amount Balance Deposits (In thousands) None Non-interest Bearing $ 2,590 2.37% 2.40% None Now Accounts $ 100 7,510 6.86 2.50 None Savings Accounts 50 7,319 6.69 3.44 None Money Market Deposit Accounts 1,000 8,250 7.54 Certificate of Deposit 4.13 91-day Fixed-term/Fixed-rate 500 494 .45 4.93 5 month Fixed-term/Fixed-rate 500 2,049 1.87 4.87 6 month Fixed-term/Fixed-rate 500 15,980 14.61 5.06 6 month IRA Fixed-term/Fixed-rate 500 56 .05 5.24 9 month Fixed-term/Fixed-rate 500 12,987 11.87 5.58 9 month IRA Fixed-term/Fixed-rate 500 9,250 8.45 5.14 11 month Fixed-term/Fixed-rate 500 2,019 1.85 5.42 12 month Fixed-term/Fixed-rate 500 24,119 22.05 5.20 12 month IRA Fixed-term/Fixed-rate 500 689 .63 5.01 15 month Fixed-term/Fixed-rate 500 963 .88 4.58 24 month Fixed-term/Fixed-rate 500 3,281 3.00 5.00 24 month IRA Fixed-term/Fixed-rate 500 152 .14 5.57 29 month Fixed-term/Fixed-rate 500 1,437 1.31 5.52 29 month IRA Fixed-term/Fixed-rate 500 417 .38 4.85 36 month Fixed-term/Fixed-rate 500 2,430 2.22 5.24 36 month IRA Fixed-term/Fixed-rate 500 4,084 3.73 5.16 48 month Fixed-term/Fixed-rate 500 280 .26 5.25 60 month Fixed-term/Fixed-rate 500 2,985 2.73 5.40 60 month IRA Fixed-term/Fixed-rate 500 1 .00 7.82 72 month Fixed-term/Fixed-rate 500 10 .01 8.08 96 month Fixed-term/Fixed-rate 500 58 .05 $109,410 100.00% The following table indicates the amount of the Bank's jumbo certificates of deposit by time remaining until maturity as of June 30, 1998. Jumbo certificates of deposit require minimum deposits of $100,000 and rates paid on such accounts are negotiable. Maturity Period Amount (In thousands) Three months or less $ 4,515 Over three through six months 3,427 Over six through twelve months 2,761 Over 12 months 1,319 Total $12,022 Time Deposits by Rates The following table sets forth the time deposits in the Bank classified by rates at the dates indicated. At June 30, 1998 1997 1996 (In thousands) 4.00 - 4.99% $ 8,850 $ 21,004 $ 24,741 5.00 - 5.99% 74,667 72,566 66,530 6.00 - 6.99% 120 123 5,139 7.00 - 7.99% 26 28 1,236 8.00 - 8.99% 59 68 63 9.00 - 9.99% 19 18 17 Total $83,741 $ 93,807 $ 97,726 The following table sets forth the amount and maturities of time deposits at June 30, 1998. Amount Due Less Percent Than of Total One 1-2 2-3 3-4 After Certificate Year Years Years Years 4 Years Total Accounts (In thousands) 4.00 - 4.99% $ 6,532 $1,814 $ 503 $ 2 $ -- $8,851 10.58% 5.00 - 5.99% 67,349 1,200 5,202 656 260 74,667 89.16 6.00 - 6.99% -- 120 -- -- -- 120 .14 7.00 - 7.99% 7 4 10 -- 5 26 .03 8.00 - 8.99% -- -- -- -- 58 58 .07 9.00 - 9.99% 19 -- -- -- -- 19 .02 Total $73,907 $3,138 $5,715 $658 $323 $83,741 100.00% Deposit Flow The following table sets forth the savings flows at the Bank during the period indicated.
At June 30, 1998 1997 1996 Percent Percent Percent of Increase of Increase of Amount Total (Decrease) Amount Total (Decrease) Amount Total (Dollars in thousands) Noninterest bearing $ 2,590 2.37% $ 1,420 $ 1,170 .99% $ 399 $ 771 .64% NOW checking 7,510 6.86 (277) 7,787 6.56 521 7,266 6.05 Regular savings accounts 7,319 6.69 (321) 7,640 6.44 659 6,981 5.81 Money market deposit 8,250 7.54 (51) 8,301 6.99 906 7,395 6.16 Fixed-rate certificates which mature (1): Within one year 73,907 67.55 (11,242) 85,149 71.73 2,584 82,565 68.72 Within three years 3,138 2.87 (4,410) 7,548 6.36 (6,834) 14,382 11.97 After three years 6,696 6.12 5,586 1,110 .93 332 778 .65 Total $109,410 100.00% $ (9,295) $118,705 100.00% $(1,433) $120,138 100.00% (1) At June 30, 1998, 1997 and 1996 certificates in excess of $100,000 totaled $12.0 million, $19.9 million and $18.3 million, respectively.
The following table sets forth the savings activities of the Bank for the periods indicated. Year Ended June 30, 1998 1997 1996 (In thousands) Beginning Balance $118,705 $120,138 $118,152 Net increase (decrease) before interest credited (12,383) (4,977) (2,059) Interest credited 3,088 3,544 4,045 Net increase (decrease) in savings deposits (9,295) (1,433) 1,986 Ending balance $109,410 $118,705 $120,138 In the unlikely event the Bank is liquidated, depositors will be entitled to payment of their deposit accounts prior to any payment being made to the Company as the sole stockholder of the Bank. Substantially all of the Bank's depositors are residents of the State of Missouri. Borrowings. As a member of the FHLB of Des Moines, the Bank has the ability to apply for FHLB advances. These advances are available under various credit programs, each of which has its own maturity, interest rate and repricing characteristics. Additionally, FHLB advances have prepayment penalties as well as limitations on size or term. In order to utilize FHLB advances, the Bank must be a member of the FHLB system, have sufficient collateral to secure the requested advance and own stock in the FHLB equal to 5% of the amount borrowed. See "REGULATION - The Bank -- Federal Home Loan Bank System." Although deposits are the Bank's primary and preferred source of funds, the Bank actively uses FHLB advances. The Bank's general policy has been to utilize borrowings to meet short-term liquidity needs, or to provide a longer - -term source of funding loan growth when other cheaper funding sources are unavailable or to aide in asset/liability management. As of June 30, 1998, $19.8 million of the Bank's $21.1 million in FHLB advances were for original terms of ten years, subject to early redemption by the FHLB after an initial period of one to three years. In order for the Bank to borrow these funds, it has pledged $74.5 million of its residential loans to the FHLB and has purchased $1.1 million in FHLB stock The following table sets forth certain information regarding borrowings by the Bank at the end of and during the periods indicated: Year Ended June 30, 1998 1997 (Dollars in thousands) Maximum amount of borrowings outstanding at any month end: FHLB advances $24,576 $14,544 Approximate average short-term borrowings outstanding with respect to: FHLB advances 2,700 13,067 Other long term borrowing 15,025 -- Weighted average rate paid on FHLB advances 5.41% 5.79% Subsidiary Activities The Bank has one subsidiary, SMS Financial Services, Inc., which is a full-service insurance agency selling various types of insurance to individuals and businesses. It also leases computer equipment to the Bank. The activities of the subsidiary are not significant to the financial condition or results of operations of the Bank. Competition The Bank faces strong competition, both in originating loans and in attracting deposits, from a variety of entities which include some companies which are subject to less regulatory oversight or regulation. Major competitors of the Bank include other banks and thrifts, credit unions, pension funds, mortgage bankers, and insurance companies. The competitive nature of the industry is unlikely to change as larger percentages of both available deposits and loans are shifted into debt and equity markets. The Bank is one of 9 government-regulated financial institution's located in the Bank's primary market area. The Bank attracts its deposits through its branch network, primarily from the communities in which those offices are located; therefore, competition for those deposits is principally from other financial entities located within those same communities. The Bank competes for these deposits by offering a variety of competitively priced products, providing friendly service, offering convenient business hours, and by being an active participant in the success of each of these communities. REGULATION The Bank General. As a state-chartered, federally insured savings bank, the Bank is subject to extensive regulation. Lending activities and other investments must comply with various statutory and regulatory requirements, including prescribed minimum capital standards. The Bank is regularly examined by the FDIC and the Division and files periodic reports concerning the Bank's activities and financial condition with its regulators. The Bank's relationship with depositors and borrowers also is regulated to a great extent by both federal law and the laws of Missouri, especially in such matters as the ownership of savings accounts and the form and content of mortgage documents. Federal and state banking laws and regulations govern all areas of the. operation of the Bank, including reserves, loans, mortgages, capital, issuance of securities, payment of dividends and establishment of branches. Federal and state bank regulatory agencies also have the general authority to limit the dividends paid by insured banks and bank holding companies if such payments should be deemed to constitute an unsafe and unsound practice. The respective primary federal regulators of the Company and the Bank have authority to impose penalties, initiate civil and administrative actions and take other steps intended to prevent banks from engaging in unsafe or unsound practices. State Regulation and Supervision. As a state-chartered savings bank, the Bank is subject to applicable provisions of Missouri law and the regulations of the Division adopted thereunder. Missouri law and regulations govern the Bank's ability to take deposits and pay interest thereon, to make loans on or invest in residential and other real estate, to make consumer loans, to invest in securities, to offer various banking services to its customers, and to establish branch offices. Under state law, savings banks in Missouri also generally have all of the powers that federal mutual savings banks have under federal laws and regulations. The Bank is subject to periodic examination and reporting requirements by and of the Division. Federal Securities Law. The stock of the Company is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, the Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Exchange Act. The Company's stock held by persons who are affiliates (generally officers, directors and principal stockholders) of the Company may not be resold without registration or unless sold in accordance with certain resale restrictions. If the Company meets specified current public information requirements, each affiliate of the Company is able to sell in the public market, without registration, a limited number of shares in any three- month period. Federal Reserve System. The FRB requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (checking, NOW and Super NOW checking accounts). At June 30, 1998, the Bank was in compliance with these reserve requirements. Savings Banks are authorized to borrow from the Federal Reserve Bank "discount window," but FRB regulations require associations to exhaust other reasonable alternative sources of funds, including FHLB borrowings, before borrowing from the FRB. Federal Home Loan Bank System. The Bank is a member of the FHLB of Des Moines, which is one of 12 regional FHLBs that administers the home financing credit function of savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the FHLB, which are subject to the oversight of the Federal Housing Finance Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing. As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. At June 30, 1998, the Bank had $1.1 million in FHLB stock, which was in compliance with this requirement. The Bank is paid a quarterly dividend on this stock, the dividend averaged 7.0% in 1998. Under federal law the FHLBs are required to provide funds for the resolution of troubled savings associations and to contribute to low-and moderately priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low-and moderate-income housing projects. These contributions have affected adversely the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of the Bank's FHLB stock may result in a corresponding reduction in the Bank's capital. Deposit Insurance. The FDIC is an independent federal agency that insures the deposits, up to prescribed statutory limits, of depository institutions. The FDIC currently maintains two separate insurance funds: the Bank Insurance Fund ("BIF") and the SAIF. As insurer of the Bank's deposits, the FDIC has examination, supervisory and enforcement authority over the Bank. The Bank's accounts are insured by the SAIF to the maximum extent permitted by law. The Bank pays deposit insurance premiums based on a risk-based assessment system established by the FDIC. Under applicable regulations, institutions are assigned to one of three capital groups that are based solely on the level of an institution's capital -- "well capitalized," "adequately capitalized," and "undercapitalized" -- which are defined in the same manner as the regulations establishing the prompt corrective action system, as discussed below. These three groups are then divided into three subgroups, which reflect varying levels of supervisory concern, from those, which are considered to be healthy to those which are considered to be of substantial supervisory concern. The matrix so created results in nine assessment risk classifications, with rates that until September 30, 1996 ranged from 0.23% for well capitalized, financially sound institutions with only a few minor weaknesses to 0.31% for undercapitalized institutions that pose a substantial risk of loss to the SAIF unless effective corrective action is taken. Pursuant to the Deposit Insurance Funds Act ("DIF Act"), which was enacted on September 30, 1996, the FDIC imposed a special assessment on each depository institution with SAIF- assessable deposits, which resulted in the SAIF achieving its designated reserve ratio. In connection therewith, the FDIC reduced the assessment schedule for SAIF members, effective January 1, 1997, to a range of 0% to 0.27%, with most institutions, including the Bank, paying 0%. This assessment schedule is the same as that for the BIF, which reached its designated reserve ratio in 1995. In addition, since January 1, 1997, SAIF members are charged an assessment of .065% of SAIF-assessable deposits for the purpose of paying interest on the obligations issued by the Financing Corporation ("FICO") in the 1980s to help fund the thrift industry cleanup. BIF-assessable deposits will be charged an assessment to help pay interest on the FICO bonds at a rate of approximately .013% until the earlier of December 31, 1999 or the date upon which the last savings association ceases to exist, after which time the assessment will be the same for all insured deposits. In connection with the Bank's former regulatory status, the Bank's assessment rate for deposit insurance was increased from .065% to .095% beginning July 1, 1997. The increase has resulted in approximately $9,000 in additional costs per quarter for deposit insurance. The Bank is scheduled to be assessed at .065% beginning on January 1, 1999. See "Item 1. Description of Business -- Regulatory Considerations." The DIF Act provides for the merger of the BIF and the SAIF into the Deposit Insurance Fund on January 1, 1999, but only if no insured depository institution is a savings association on that date. The DIF Act contemplates the development of a common charter for all federally chartered depository institutions and the abolition of separate charters for national banks and federal savings associations. It is not known what form the common charter may take and what effect, if any, the adoption of a new charter would have on the operation of the Bank. The FDIC may terminate the deposit insurance of any insured depository institution if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. Management is aware of no existing circumstances that could result in termination of the deposit insurance of the Bank. Prompt Corrective Action. Under the Federal Deposit Insurance Act, ("FDIA") each federal banking agency is required to implement a system of prompt corrective action for institutions that it regulates. The federal banking agencies have promulgated substantially similar regulations to implement this system of prompt corrective action. Under the regulations, an institution shall be deemed to be (i) "well capitalized" if it has a total risk-based capital ratio of 10.0% or more, has a Tier I risk-based capital ratio of 6.0% or more, has a leverage ratio of 5.0% or more and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii> "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, has a Tier I risk-based capital ratio of 4.0% or more, has a leverage ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized;" (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0%, has a Tier I risk-based capital ratio that is less than 4.0% or has a leverage ratio that is less than 4.0% (3.0% under certain circumstances); (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, has a Tier I risk-based capital ratio that is less than 3.0% or has a leverage ratio that is less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. A federal banking agency may, after notice and an opportunity for a hearing, reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower cateory if the institution is in an unsafe or unsound condition or has received in its most recent examination, and has not corrected, a less than satisfactory rating for asset quality, management, earnings or liquidity. (The FDIC may not, however, reclassify a significantly undercapitalized institution as critically undercapitalized.) An institution generally must file a written capital restoration plan that meets specified requirements, as well as a performance guaranty by each company that controls the institution, with the appropriate federal banking agency within 45 days of the date that the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. Immediately upon becoming undercapitalized, an institution shall become subject to various mandatory and discretionary restrictions on its operations. At June 30, 1998, the Bank was categorized as "well capitalized" under the prompt corrective action regulations of the FDIC. Standards for Safety and Soundness. The federal banking regulatory agencies have prescribed, by regulation, standards for all insured depository institutions relating to: (i) internal controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v) asset growth; (vi) asset quality; (vii) earnings; and (viii) compensation, fees and benefits ("Guidelines"). The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the FDIC determines that the Bank fails to meet any standard prescribed by the Guidelines, the agency may require the Bank to submit to the agency an acceptable plan to achieve compliance with the standard. FDIC regulations establish deadlines for the submission and review of such safety and soundness compliance plans. Capital Requirements. The FDIC's minimum capital standards applicable to FDIC-regulated banks and savings banks require the most highly-rated institutions to meet a "Tier 1" leverage capital ratio of at least 3% of total assets. Tier 1 (or "core capital") consists of common stockholders' equity, noncumulative perpetual preferred stock and minority interests in consolidated subsidiaries minus all intangible assets other than limited amounts of purchased mortgage servicing rights and certain other accounting adjustments. All other banks must have a Tier 1 leverage ratio of at least 100-200 basis points above the 3% minimum. The FDIC capital regulations establish a minimum leverage ratio of not less than 4% for banks that are not the most highly rated or are anticipating or experiencing significant growth. The FDIC's capital regulations require higher capital levels for banks which exhibit more than a moderate degree of risk or exhibit other characteristics which necessitate that higher than minimum levels of capital be maintained. Any insured bank with a Tier 1 capital to total assets ratio of less than 2% is deemed to be operating in an unsafe and unsound condition pursuant to Section 8(a) of the FDIA unless the insured bank enters into a written agreement, to which the FDIC is a party, to correct its capital deficiency. Insured banks operating with Tier 1 capital levels below 2%(and which have not entered into a written agreement) are subject to an insurance removal action. Insured banks operating with lower than the prescribed minimum capital levels generally will not receive approval of applications submitted to the FDIC. Also, inadequately capitalized state nonmember banks will be subject to such administrative action as the FDIC deems necessary. FDIC regulations also require that banks meet a risk-based capital standard. The risk-based capital standard requires the maintenance of total capital (which is defined as Tier 1 capital and Tier 2 or supplementary capital) to risk weighted assets of 8% and Tier 1 capital to risk-weighted assets of 4%. In determining the amount of risk-weighted assets, all assets, plus certain off balance sheet items, are multiplied by a risk-weight of 0% to 100%, based on the risks the FDIC believes are inherent in the type of asset or item. The components of Tier 1 capital are equivalent to those discussed above under the 3% leverage requirement. The components of supplementary capital currently include cumulative perpetual preferred stock, adjustable-rate perpetual preferred stock, mandatory convertible securities, term subordinated debt, intermediate-term preferred stock and allowance for possible loan and lease losses. Allowance for possible loan and lease losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of capital counted toward supplementary capital cannot exceed 100% of Tier 1 capital. The FDIC includes in its evaluation of a bank's capital adequacy an assessment of the exposure to declines in the economic value of the bank's capital due to changes in interest rates. However, no measurement framework for assessing the level of a bank's interest rate risk exposure has been codified. In the future, the FDIC will issue a proposed rule that would establish an explicit minimum capital charge for interest rate risk, based on the level of a bank's measured interest rate risk exposure. An undercapitalized, significantly undercapitalized, or critically undercapitalized institution is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. The plan must specify (i) the steps the institution will take to become adequately capitalized, (ii) the capital levels to be attained each year, (iii) how the institution will comply with any regulatory sanctions then in effect against the institution and (iv) the types and levels of activities in which the institution will engage. The banking agency may not accept a capital restoration plan unless the agency determines, among other things, that the plan "is based on realistic assumptions, and is likely to succeed in restoring the institution's capital" and "would not appreciably increase the risk...to which the institution is exposed." Under the FDIA, a bank holding company must guarantee that a subsidiary depository institution meet its capital restoration plan, subject to certain limitations. The obligation of a controlling bank holding company under the FDIA to fund a capital restoration plan is limited to the lesser of 5.0% of an undercapitalized subsidiary's assets and the amount required to meet regulatory capital requirements. The FDIA provides that the appropriate federal regulatory agency must require an insured depository institution that is significantly undercapitalized or is undercapitalized and either fails to submit an acceptable capital restoration plan within the time period allowed or fails in any material respect to implement a capital restoration plan accepted by the appropriate federal banking agency to take one or more of the following actions: (i) sell enough shares, including voting shares, to become adequately capitalized; (ii) merge with (or be sold to) another institution (or holding company), but only if grounds exist for appointing a conservator or receiver; (iii) restrict certain transactions with banking affiliates as if the "sister bank" requirements of Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise restrict transactions with bank or non-bank affiliates; (v) restrict interest rates that the institution pays on deposits to "prevailing rates" in the institution's region; (vi) restrict asset growth or reduce total assets; (vii) alter, reduce or terminate activities; (viii) hold a new election of directors; (ix) dismiss any director or senior executive officer who held office for more than 180 days immediately before the institution became undercapitalized; (x) employ "qualified" senior executive officers; (xi) cease accepting deposits from correspondent depository institutions; (xii) divest certain non-depository affiliates which pose a danger to the institution; (xiii) be divested by a parent holding company; and (xiv) take any other action which the agency determines would better carry out the purposes of the Prompt Corrective Action provisions. See "-- Prompt Corrective Action." The FDIC has adopted the Federal Financial Institutions Examination Council's recommendation regarding the adoption of Statement of Financial Accounting Standards("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Specifically, the agencies determined that net unrealized holding gains or losses on available for sale debt and equity securities should not be included when calculating core and risk-based capital ratios. FDIC capital requirements are designated as the minimum acceptable standards for banks whose overall financial condition is fundamentally sound, which are well-managed and have no material or significant financial weaknesses. The FDIC capital regulations state that, where the FDIC determines that the financial history or condition, including off-balance sheet risk, managerial resources and/or the future earnings prospects of a bank are not adequate and/or a bank has a significant volume of assets classified substandard, doubtful or loss or otherwise criticized, the FDIC may determine that the minimum adequate amount of capital for that bank is greater than the minimum standards established in the regulation. The Bank's management believes that, under the current regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond the control of the Bank, such as a downturn in the economy in areas where the Bank has most of its loans, could adversely affect future earnings and, consequently, the ability of the Bank to meet its capital requirements. The table below sets forth the Bank's capital position relative to its FDIC capital requirements at June 30, 1998. The definitions of the terms used in the table are those provided in the capital regulations issued by the FDIC. At June 30, 1998 Percent of Adjusted Amount Total Assets(1)(2) (Dollars in thousands) Tier 1 (leverage) capital $21,167 13.7% Tier 1 (leverage) capital requirement 6,196 4.0% Excess $14,971 9.7% Tier 1 risk adjusted capital $21,167 24.3% Tier 1 risk adjusted capital requirement 3,485 4.0 Excess $17,682 20.3% Total risk-based capital $22,257 25.5% Total risk-based capital requirement 6,970 8.0 Excess $15,287 17.5% (1) For the Tier 1 (leverage) capital and Missouri regulatory capital calculations, percent of total average assets of $154.9 million. For the Tier 1 risk-based capital and total risk-based capital calculations, percent of total risk-weighted assets of $87.4 million. (2) As a Missouri-chartered savings bank, the Bank is subject to the capital requirements of the FDIC and the Division. The FDIC requires state- chartered savings banks, including the Bank, to have a minimum leverage ratio of Tier 1 capital to total assets of at least 3%, provided, however, that all institutions, other than those (i) receiving the highest rating during the examination process and (ii) not anticipating any significant growth, are required to maintain a ratio of 1% to 2% above the stated minimum, with an absolute total capital to risk- weighted assets of at least 8%. The Bank has not been notified by the FDIC of any leverage capital requirement specifically applicable to it. Loans to One Borrower. As a result of the 10(1) Election made by the Bank in connection with the Charter Conversion (see Item 1. Description of Business--General"", the Bank remains subject to the loans to one borrower regulations applicable to federal savings associations. Under the HOLA, savings institutions are generally subject to the national bank limit on loans to one borrower. Generally, this limit is 15% of the Bank's unimpaired capital and surplus, plus an additional 10% of unimpared capital and surplus, if such loan is secured by readily-marketable collateral, which is defined to include certain financial instruments and bullion. Federal regulations permit savings associations meeting certain requirements, including capital requirements, to extend loans to one borrower in additional amounts under circumstances limited essentially to loans to develop or complete residential housing units. At June 30, 1998, the Bank's limit on loans to one borrower was $3.4 million. At June 30, 1998 the Bank's largest aggregate amount of loans to one borrower was $2.6 million. Activities and Investments of Insured State-Chartered Banks. The FDIA generally limits the activities and equity investments of FDIC-insured, state - -chartered banks to those that are permissible for national banks. Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank. An insured state bank is not prohibited from, among other things, (i) acquiring or retaining a majority interest in a subsidiary, (ii) investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank's total assets, (iii) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors', trustees' and officers' liability insurance coverage or bankers' blanket bond group insurance coverage for insured depository institutions, and (iv) acquiring or retaining the voting shares of a depository institution if certain requirements are met. Subject to certain regulatory exceptions, FDIC regulations provide that an insured state-chartered bank may not, directly, or indirectly through a subsidiary, engage as "principal" in any activity that is not permissible for a national bank unless the FDIC has determined that such activities would pose no risk to the insurance fund of which it is a member and the bank is in compliance with applicable regulatory capital requirements. Any insured state-chartered bank directly or indirectly engaged in any activity that is not permitted for a national bank or for which the FDIC has granted and exception must cease the impermissible activity. Affiliate Transactions. The Company and the Bank are legal entities separate and distinct. Various legal limitations restrict the Bank from lending or otherwise supplying funds to the Company (an "affiliate"), generally limiting such transactions with the affiliate to 10% of the bank's capital and surplus and limiting all such transactions to 20% of the bank's capital and surplus. Such transactions, including extensions of credit, sales of securities or assets and provision of services, also must be on terms and conditions consistent with safe and sound banking practices, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for transactions with unaffiliated companies. Federally insured banks are subject, with certain exceptions, to certain restrictions on extensions of credit to their parent holding companies or other affiliates, on investments in the stock or other securities of affiliates and on the taking of such stock or securities as collateral from any borrower. In addition, such banks are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or the providing of any property or service. Qualified Thrift Lender Test. As a result of the 10(l) Election made by the Bank in connection with its conversion to a state savings bank (see Item 1. Description of Business -- General"), the Bank remains subject to the qualified thrift lender ("QTL") test applicable to federal savings associations. All savings associations are required to meet a QTL test to avoid certain restrictions on their operations. A savings institution that fails to become or remain a QTL shall either convert to a national bank charter or be subject to the following restrictions on its operations: (i) the Bank may not make any new investment or engage in activities that would not be permissible for national banks; (ii) the Bank may not establish any new branch office where a national bank located in the savings institution's home state would not be able to establish a branch office; (iii) the Bank shall be ineligible to obtain new advances from any FHLB; and (iv) the payment of dividends by the Bank shall be subject to the rules regarding the statutory and regulatory dividend restrictions applicable to national banks. Also, beginning three years after the date on which the savings institution ceases to be a QTL, the savings institution would be prohibited from retaining any investment or engaging in any activity not permissible for a national bank and would be required to repay any outstanding advances to any FHLB. In addition, within one year of the date on which a savings association controlled by a company ceases to be a QTL, the company must register as a bank holding company and become subject to the rules applicable to such companies. A savings institution may requalify as a QTL if it thereafter complies with the QTL test. Currently, the QTL test requires that either an institution qualify as a domestic building and loan association under the Internal Revenue Code or that 65% of an institution's "portfolio assets" (as defined) consist of certain housing and consumer-related assets on a monthly average basis in nine out of every 12 months. Assets that qualify without limit for inclusion as part of the 65% requirement are loans made to purchase, refinance, construct, improve or repair domestic residential housing and manufactured housing; home equity loans; mortgage-backed securities (where the mortgages are secured by domestic residential housing or manufactured housing); FHLB stock; direct or indirect obligations of the FDIC; and loans for educational purposes, loans to small businesses and loans made through credit cards. In addition, the following assets, among others, may be included in meeting the test subject to an overall limit of 20% of the savings institution's portfolio assets: 50% of residential mortgage loans originated and sold within 90 days of origination; 100% of consumer loans; and stock issued by FHLMC or FNMA. Portfolio assets consist of total assets minus the sum of (i) goodwill and other intangible assets, (ii) property used by the savings institution to conduct its business, and (iii) liquid assets up to 20% of the institution's total assets. At June 30, 1998, the Bank was in compliance with the QTL test. Community Reinvestment Act. Banks are also subject to the provisions of the Community Reinvestment Act of 1977 ("CRA"), which requires the appropriate federal bank regulatory agency, in connection with its regular examination of a bank, to assess the bank's record in meeting the credit needs of the community serviced by the bank, including low and moderate income neighborhoods. The regulatory agency's assessment of the bank's record is made available to the public. Further, such assessment is required of any bank which has applied, among other things, to establish a new branch office that will accept deposits, relocate an existing office or merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. The Bank received a "satisfactory" rating during its most recent CRA examination. Dividends. Dividends from the Bank constitute the major source of funds for dividends, which may be paid by the Company. The amount of dividends payable by the Bank to the Company depends upon the Bank's earnings and capital position, and is limited by federal and state laws, regulations and policies. The amount of dividends actually paid during any one period will be strongly affected by the Bank's management policy of maintaining a strong capital position. Federal law further provides that no insured depository institution may make any capital distribution (which would include a cash dividend) if, after making the distribution, the institution would be "undercapitalized," as defined in the prompt corrective action regulations. Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends paid by insured banks if such payments should be deemed to constitute an unsafe and unsound practice. The Company General. As a result of the 10(l) Election made by the Bank inconnec- tion with the charter conversion, the Company is a savings and loan holding company regulated by the OTS (for as long as the Bank satisfies the QTL test) rather than a bank holding company regulated by the FRB. Accordingly, the Company is subject to OTS regulations and filing requirements. Holding Company Acquisitions. The HOLA and OTS regulations issued thereunder generally prohibit a savings and loan holding company, without prior OTS approval, from acquiring more than 5% of the voting stock of any other savings association or savings and loan holding company or controlling the assets thereof. They also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, from acquiring control of any savings association not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the OTS. Holding Company Activities. As a unitary savings and loan holding company, the Company generally is not subject to activity restrictions under the HOLA. If the Company acquires control of another savings association as a separate subsidiary other than in a supervisory acquisition, it would become a multiple savings and loan holding company. There generally are more restrictions on the activities of a multiple savings and loan holding company than on those of a unitary savings and loan holding company. The HOLA provides that, among other things, no multiple savings and loan holding company or subsidiary thereof which is not an insured association shall commence or continue for more than two years after becoming a multiple savings and loan association holding company or subsidiary thereof, any business activity other than: (i) furnishing or performing management services for a subsidiary insured institution, (ii) conducting an insurance agency or escrow business, (iii) holding, managing, or liquidating assets owned by or acquired from a subsidiary insured institution, (iv) holding or managing properties used or occupied by a subsidiary insured institution, (v) acting as trustee under deeds of trust, (vi) those activities previously directly authorized by regulation as of March 5, 1987 to be engaged in by multiple holding companies or (vii) those activities authorized by the Federal Reserve Board as permissible for bank holding companies, unless the OTS by regulation, prohibits or limits such activities for savings and loan holding companies. Those activities described in (vii) above also must be approved by the OTS prior to being engaged in by a multiple savings and loan holding company. Qualified Thrift Lender Test. The HOLA provides that any savings and loan holding company that controls a savings association that fails the QTL test, as explained under "-- The Bank -- Qualified Thrift Lender Test," must, within one year after the date on which the Bank ceases to be a QTL, register as and be deemed a bank holding company subject to all applicable laws and regulations. TAXATION Federal Taxation General. The Company and the Bank report their income on a calendar year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, including particularly the Bank's reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company. Bad Debt Reserve. Historically, savings institutions, such as the Bank used to be, which met certain definitional tests primarily related to their assets and the nature of their business ("qualifying thrift") were permitted to establish a reserve for bad debts and to make annual additions thereto, which may have been deducted in arriving at their taxable income. The Bank's deductions with respect to "qualifying real property loans," which are generally loans secured by certain interest in real property, were computed using an amount based on the Bank's actual loss experience, or a percentage equal to 8% of the Bank's taxable income, computed with certain modifications and reduced by the amount of any permitted additions to the non-qualifying reserve. Due to the Bank's loss experience, the Bank generally recognized a bad debt deduction equal to 8% of taxable income. The thrift bad debt rules were revised by Congress in 1996. The new rules eliminated the 8% of taxable income method for deducting additions to the tax bad debt reserves for all thrifts for tax years beginning after December 31, 1995. These rules also required that all institutions recapture all or a portion of their bad debt reserves added since the base year (last taxable year beginning before January 1, 1988). The Bank has no post- 1987 reserves subject to recapture. For taxable years beginning after December 31, 1995, the Bank's bad debt deduction will be determined under the experience method using a formula based on actual bad debt experience over a period of years. The unrecaptured base year reserves will not be subject to recapture as long as the institution continues to carry on the business of banking. In addition, the balance of the pre-1988 bad debt reserves continue to be subject to provisions of present law referred to below that require recapture in the case of certain excess distributions to shareholders. Distributions. To the extent that the Bank makes "nondividend distributions" to the Company, such distributions will be considered to result in distributions from the balance of its bad debt reserve as of December 31, 1987 (or a lesser amount if the Bank's loan portfolio decreased since December 31, 1987) and then from the supplemental reserve for losses on loans ("Excess Distributions"), and an amount based on the Excess Distributions will be included in the Bank's taxable income. Nondividend distributions include distributions in excess of the Bank's current and accumulated earnings and profits, distributions in redemption of stock and distributions in partial or complete liquidation. However, dividends paid out of the Bank's current or accumulated earnings and profits, as calculated for federal income tax purposes, will not be considered to result in a distribution from the Bank's bad debt reserve. The amount of additional taxable income created from an Excess Distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Thus, if the Bank makes a "nondividend distribution," then approximately one and one-half times the Excess Distribution would be includable in gross income for federal income tax purposes, assuming a 34% corporate income tax rate (exclusive of state and local taxes). See "REGULATION" for limits on the payment of dividends by the Bank. The Bank does not intend to pay dividends that would result in a recapture of any portion of its tax bad debt reserve. Corporate Alternative Minimum Tax. The Internal Revenue Code imposes a tax on alternative minimum taxable income ("AMTI") at a rate of 20%. The excess of the tax bad debt reserve deduction using the percentage of taxable income method over the deduction that would have been allowable under the experience method is treated as a preference item for purposes of computing the AMTI. In addition, only 90% of AMTI can be offset by net operating loss carry-overs. AMTI is increased by an amount equal to 75% of the amount by which the Bank's adjusted current earnings exceeds its AMTI (determined without regard to this preference and prior to reduction for net operating losses). For taxable years beginning after December 31, 1986, and before January 1, 1996, an environmental tax of 0.12% of the excess of AMTI (with certain modification) over $2.0 million is imposed on corporations, including the Bank, whether or not an Alternative Minimum Tax is paid. Dividends-Received Deduction. The Company may exclude from its income 100% of dividends received from the Bank as a member of the same affiliated group of corporations. The corporate dividends-received deduction is generally 70% in the case of dividends received from unaffiliated corporations with which the Company and the Bank will not file a consolidated tax return, except that if the Company or the Bank owns more than 20% of the stock of a corporation distributing a dividend, then 80% of any dividends received may be deducted. Missouri Taxation Missouri-based savings banks, such as the Bank, are subject to a special financial institutions tax, based on net income without regard to net operating loss carryforwards, at the rate of 7% of net income. This tax is in lieu of certain other state taxes on thrift institutions, on their property, capital or income, except taxes on tangible personal property owned by the Bank and held for lease or rental to others and on real estate, contributions paid pursuant to the Unemployment Compensation Law of Missouri, social security taxes, sales taxes and use taxes. In addition, the Bank is entitled to credit against this tax all taxes paid to the State of Missouri or any political subdivision except taxes on tangible personal property owned by the Bank and held for lease or rental to others and on real estate, contributions paid pursuant to the Unemployment Compensation Law of Missouri, social security taxes, sales and use taxes, and taxes imposed by the Missouri Financial Institutions Tax Law. Missouri savings banks are not subject to the regular state corporate income tax. Audits There have not been any IRS audits of the Company's Federal income tax returns or audits of the Bank's state income tax returns filed during the past five years. For additional information regarding taxation, see Note 10 of Notes to Consolidated Financial Statements contained in the Annual Report. Personnel As of June 30, 1998, the Company had 54 full-time employees and 9 part-time employees. The Company believes that employees play a vital role in the success of a service company and that the Company's relationship with its employees is good. The employees are not represented by a collective bargaining unit. Item 2. Description of Properties The following table sets forth certain information regarding the Bank's offices as of June 30, 1998. Building Net Book Value Land Building Year as of June Owned/ Owned/ Location Opened 30, 1998 Leased Leased (Dollars in thousands) Main Office 531 Vine Street Poplar Bluff, Missouri 1966 $470 Owned Owned Branch Offices Highway 60 Van Buren, Missouri 1982 136 Owned Owned 1330 Highway 67 Poplar Bluff, Missouri 1976 -- Leased(1) Owned Business 60 West Dexter, Missouri 1979 222 Owned Owned 100 South Madison Malden, Missouri 1974 -- Leased(2) Leased 308 First Street Kennett, Missouri 1982 104 Owned Owned 116 Washington Doniphan, Missouri 1976 -- Leased(3) Leased Highway 106 & 2nd Street Ellington, Missouri 1987 -- Leased(4) Leased (1) Lease expires September 3, 1999 with a 5-year renewal option. (2) Month-to-month lease. (3) Month-to-month lease. (4) Month-to-month lease. Item 3. Legal Proceedings In the opinion of management, the Bank is not a party to any pending claims or lawsuits that are expected to have a material effect on the Bank's financial condition or operations. Periodically, there have been various claims and lawsuits involving the Bank mainly as a defendant, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank's business. Aside from such pending claims and lawsuits, which are incident to the conduct of the Bank's ordinary business, the Bank is not a party to any material pending legal proceedings that would have a material effect on the financial condition or operations of the Bank. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the quarter ended June 30, 1998. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters The information contained in the section captioned "Common Stock" in the Annual Report is incorporated herein by reference. Item 6. Management's Discussion and Analysis or Plan of Operation The information contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report is incorporated herein by reference. Item 7. Financial Statements Independent Auditors' Report* (a) Consolidated Statements of Financial Condition as of June 30, 1998 and 1997* (b) Consolidated Statements of Income for the Years Ended June 30, 1998, 1997 and 1996* (c) Consolidated Statements of Stockholders' Equity For the Years Ended June 30, 1998, 1997 and 1996* (d) Consolidated Statements of Cash Flows For the Years Ended June 30, 1998, 1997 and 1996* (e) Notes to Consolidated Financial Statements* * Contained in the Annual Report filed as an exhibit hereto and incorporated herein by reference. All schedules have been omitted as the required information is either inapplicable or contained in the Consolidated Financial Statements or related Notes contained in the Annual Report. Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure No disagreement with the Company's independent accountants on accounting and financial disclosure has occurred during the two most recent fiscal years. PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act The information contained under the section captioned "Proposal I -- Election of Directors" in the Proxy Statement is incorporated herein by reference. The following table sets forth certain information with respect to the executive officers of the Company and the Bank. Age at June 30, Name 1998 Position Company Bank Thadis R. Seifert 79 Chairman of the Board Director Donald R. Crandell 64 President and Chief President and Chief Executive Officer Executive Officer Leonard W. Ehlers 79 Director Chairman of the Board Samuel H. Smith 60 Secretary/Treasurer Director Greg A. Steffens 31 Chief Financial Officer Chief Financial Officer In addition to the above, the Bank's executive officer group includes: Age at June 30, Name 1998 Position James W. Tatum 72 Vice Chairman Wilma F. Case 60 Senior Vice President and Chief Operations Officer Kent Nichols 44 Senior Vice President and Chairman Loan Department The principal occupation of each executive officer of the Company is set forth below. All of the officers listed above have held positions with or been employed by the Company for five years unless otherwise stated. All executive officers reside in Poplar Bluff, Missouri. There are no family relationships among or between the executive officers, unless otherwise stated. Thadis R. Seifert served as Executive Vice President of the Bank from 1970 until 1985. He has been a director of the Bank since 1971. In 1997, Mr. Seifert was elected as Chairman of the Company. Mr. Seifert also serves as an advisory Board Member for the Poplar Bluff Municipl Utilites. He is active in a variety of organizations, including the Kiwanis Club. Donald R. Crandell joined the Bank in 1985 and served as Executive Vice President and Chief Executive Officer from 1986 to 1995. In November 1994 he became President of the Bank and also continues to serve as Chief Executive Officer. From 1973 to 1985, Mr. Crandell served as Executive Vice President of First National Bank of Salem, Missouri. Mr. Crandell is past President and a Board Member of the Poplar Bluff Chamber of Commerce and is in the Kiwanis Club. Leonard W. Ehlers served as the Official Court Reporter of the 36th Judicial Circuit and was the owner of Ehlers Reporting Service for over 39 years until his retirement in 1984. Mr. Ehlers is a Board Member of the Willhaven Residential Complex, Inc. and the United Gospel Rescue Mission. Samuel H. Smith is President, Chief Executive Office and a majority stockholder of S H Smith and Company, Inc., an engineering consulting firm in Poplar Bluff, Missouri. He is a member of the Board of Trustees of the Poplar Bluff Public Library; a member of the Board of Directors of the Poplar Bluff Museum; a Board member of the Poplar Bluff Downtown Development Committee; a Haitism Volunteer of the Engineering Ministries, Ltd; and a Board Member of the Poplar Bluff Historical Commission. Greg A. Steffens joined the Bank in 1998 and serves as the Chief Financial Officer of the Bank and Company. From 1993 to 1998, Mr. Steffens served as Chief Financial Officer of 1st Savings Bank and Sho-Me Financial Corp. in Mount Vernon, Missouri. From 1989 to 1993, Mr. Steffens was employed by the OTS as a thrift examiner. Mr. Steffens is a member of the Rotary. James W. Tatum was a member and a Partner of Kraft, Miles & Tatum, CPA's, an accounting firm, for over 40 years until his retirement in 1989. He is a past member of the Kiwanis Club and the Poplar Bluff Chamber of Commerce, the American Institute of CPA's and the Missouri Society of CPA's. Wilma F.Case has been affiliated with the Bank for 29 years and has served as Senior Vice President since 1992 and was appointed Chief Operations Officer in 1995. Ms. Case is active in a variety of organizations and currently serves as President of the American Cancer Society, as Director of the Kiwanis Club and is a member of the Business and Professional Women's Association and the Poplar Bluff Chamber of Commerce. Kent Nichols has been affiliated with the Bank for 15 years, has served as Senior Vice President since 1994 and was appointed Chairman of the Loan Department in 1995. Mr. Nichols is active in the Kiwanis Club. Item 10. Executive Compensation The information contained under the section captioned "Proposal I -- Election of Directors" in the Proxy Statement is incorporated herein by reference. Item 11. Security Ownership of Certain Beneficial Owners and Management (a) Security Ownership of Certain Beneficial Owners Information required by this item is incorporated herein by reference to the section captioned "Voting Securities and Security Ownership of Certain Beneficial Owners and Management" of the Proxy Statement. (b) Security Ownership of Management Information required by this item is incorporated herein by reference to the sections captioned "Voting Securities and Security Ownership of Certain Beneficial Owners and Management" and "Proposal I - Election of Directors" of the Proxy Statement. (c) Changes in Control The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Item 12. Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the section captioned "Proposal I -- Election of Directors -- Certain Transactions." Item 13. Exhibits, List and Reports on Form 8-K (a)Exhibits (3)(a) Certificate of Incorporation of the Registrant* (3)(b) Bylaws of the Registrant* 10(a) Registrant's 1994 Stock Option Plan** 10(b) Southern Missouri Savings Bank, FSB Management Recognition and Development Plans** 10(d) Director's Retirement Agreements*** (i) Robert A. Seifert (ii) Thadis R. Seifert (iv) Leonard W. Ehlers (v) James W. Tatum (vi) Samuel H. Smith 10(e) Tax Sharing Agreement*** (11) Statement Regarding Computation of Per Share Earnings (13) 1998 Annual Report to Stockholders (21) Subsidiaries of the Registrant (23) Consent of Auditors (27) Financial Data Schedule (b) Report on Form 8-K A Current Report on Form 8-K was filed on May 31, 1998 to report on increased allowance for loan losses. * Incorporated by reference to the Registrant's Registration Statement on Form S-1 (33-73746), as amended. ** Incorporated by reference to the Registrant's 1994 annual meeting proxy statement dated October 21, 1994. *** Incorporated by reference to the Registrant's Annual Report on Form 10-KSB for the year ended June 30, 1995. SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOUTHERN MISSOURI BANCORP, INC. Date: September 30, 1998 By: /s/ Donald R. Crandell Donald R. Crandell President and Chief Executive Officer (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Donald R. Crandell September 30, 1998 Donald R. Crandell President and Chief Executive Officer (Principal Executive Officer) By: /s/ Thadis R. Seifert September 30, 1998 Thadis R. Seifert Chairman of the Board By: /s/Greg A. Steffens September 30, 1998 Greg A. Steffens Chief Financial Officer (Principal Financial and Accounting Officer) By: /s/ Leonard W. Ehlers September 30, 1998 Leonard W. Ehlers Director By: /s/ Samuel H. Smith September 30, 1998 Samuel H. Smith Director By: /s/James W. Tatum September 30, 1998 James W. Tatum Director By: /s/ Ronnie D. Black September 30, 1998 Ronnie D. Black Director By: /s/ L. Douglas Bagby September 30, 1998 L. Douglas Bagby Director SIGNATURES Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOUTHERN MISSOURI BANCORP,INC. Date: September 30, 1998 By: Donald R. Crandell President and Chief Executive Officer (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: September 30, 1998 Donald R. Crandell President and Chief Executive Officer (Principal Executive Officer) By: September 30, 1998 Thadis R. Seifert Chairman of the Board and Director By: September 30, 1998 Greg A. Steffens Chief Financial Officer (Principal Financial and Accounting Officer) By: September 30, 1998 Leonard W. Ehlers Director By: September 30, 1998 Samuel H. Smith Director By: September 30, 1998 James W. Tatum Director By: September 30, 1998 Ronnie D. Black Director By: September 30, 1998 L. Douglas Bagby Director EX-11 2 Exhibit 11 Statement Regarding Computation of Per Share Earnings SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS Year Ended June 30, 1998 1997 1996 Primary Average shares outstanding 1,532,910 1,549,032 1,639,509 Net income $1,064,463 $1,054,687 $1,466,522 Earnings per share $ .69 $ .68 $ .89 Fully Diluted Average shares outstanding 1,532,910 1,549,032 1,639,509 Net effect of dilutive stock options - based on the treasury stock method 51,563 38,072 40,481 Average diluted shares outstanding 1,584,473 1,587,104 1,679,990 Net income $1,064,463 $1,054,687 $1,466,522 Earnings per share $ .67 $ .67 $ .87 EX-21 3 Exhibit 21 Subsidiaries of the Registrant Parent Southern Missouri Bancorp, Inc. Percentage Jurisdiction or Subsidiaries (a) of Ownership State of Incorporation Southern Missouri Bank and Trust Co.100% Missouri SMS Financial Services, Inc. (b) 100% Missouri (a) The operation of the Company's wholly owned subsidiaries are included in the Company's Financial Statements contained in Item 7 hereof. (b) Wholly-owned subsidiary of Southern Missouri Bank and Trust Co. EX-23 4 Exhibit 23 Consent of Independent Auditors We have issued our report dated July 31, 1998, accompanying the Consolidated Financial Statements incorporated by reference in the Annual Report of Southern Missouri Bancorp, Inc. on Form 10 - KSB for the year ending June 30, 1998. We hereby consent to the incorporation of reference of said reports in the Registration Statement of Southern Missouri Bancorp, Inc on Form S - 8 (File No. 333-2320, effective March 13, 1996.) Kraft, Miles & Tatum, LLC Poplar Bluff, Missouri September 28, 1998 EX-13 5 TABLE OF CONTENTS Page Letter to Stockholders 1 Business of the Company and the Bank 2 Common Stock 2 Selected Consolidated Financial Condition, Operating and Other Data 3-4 Management's Discussion and Analysis of Financial Condition and Results of Operations 5-15 Independent Auditors' Report 16 Consolidated Financial Statements: Consolidated Statements of Financial Condition as of June 30, 1998 and 1997 17 Consolidated Statements of Income for the years ended June 30, 1998,1997 and 1996 18 Consolidated Statements of Stockholders' Equity for the years ended June 30, 1998,1997 and 1996 19 Consolidated Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996 20-21 Notes to Consolidated Financial Statements 22-41 Directors and Officers 42 Corporate Information 43 September 3, 1998 To Our Fellow Stockholders: On behalf of the Board of Directors, Management, and Staff of Southern Missouri Bancorp, Inc. and its wholly owned subsidiary, Southern Missouri Bank and Trust, we are pleased to present the results of the Company's performance for the year ended June 30, 1998. This was our fourth full year of operation for Southern Missouri Bancorp, Inc., following our initial public offering in April of 1994. Southern Missouri's positive trends for revenue growth continued as both net interest income and noninterest income increased for the fourth consecutive year. These increases in revenue are indicative of the success of our Company's focus on increasing loans receivable and generating higher levels of noninterest income. Partially, as a result of these increased revenues, Southern Missouri earned $.69 per share for the fiscal year ended June 30, 1998, which reflects a slight increase over the $.68 per share earned during the prior fiscal year. Earnings per share increased for fiscal 1998, in spite of management and the Board of Directors election to increase the reserve for loan losses with the establishment of $783,000 in loss provisions as compared to the $241,000 established during fiscal 1997. Southern Missouri Bancorp had total assets of $155.9 million at June 30, 1998 as compared to $160.4 million at June 30, 1997. This slight reduction in assets was inconsistent with our strategic plan for asset growth, but did contribute to the improvement in our net interest rate spread. This reduction in total assets was primarily the result of the Company's stock repurchase program. During the year ended June 30, 1998, Southern Missouri repurchased 159,000 shares of its own common stock for $3.3 million, or $20.88 per common share. These stock repurchase programs are intended to help increase Southern Missouri's return on average equity. For the year ended June 30, 1998, Southern Missouri had a return on average equity of 4.06% and a return on average assets of .67%. During fiscal 1998, Southern Missouri continued to share its financial returns with shareholders through the declaration and payment of dividends. Since 1995, the Company has paid a quarterly dividend of $.125 per common share. As we turn our attention toward fiscal 1999, we intend to focus on continuing to generate loan growth through loan originations in our market area and attracting new depositors in our local market. It is our pledge to remain committed to the growth and performance goals of the Company and to generate value and opportunity for the main groups that hold the keys to our success: our customers, our staff, our shareholders, and our communities. Thank you for your investment in Southern Missouri Bancorp, and for the confidence you have placed in our team here at Southern Missouri. We look forward to a prosperous and bright future together. Sincerely, Donald R. Crandell President and Chief Executive Officer BUSINESS OF THE COMPANY AND THE BANK The Bank operates as a state-chartered stock savings bank, originally chartered by the State of Missouri in 1887. The Bank converted from a state-chartered stock savings and loan association to a Federally-chartered stock savings bank effective June 20, 1995. Then effective February 17, 1998 the Bank converted its charter to a state-chartered stock savings bank. The Bank's deposit accounts are insured up to a maximum of $100,000 by the Savings Association Insurance Fund (SAIF), which is administered by the Federal Deposit Insurance Corporation (FDIC). The Bank's primary business is the origination of mortgage loans secured by one- to four-family residences. The Bank conducts its business through its home office located in Poplar Bluff and seven full service branch facilities in Poplar Bluff, Van Buren, Dexter, Malden, Kennett, Doniphan, and Ellington, Missouri. Lending activities are funded through the attraction of deposit accounts, consisting of certificate accounts with terms of 60 months or less, passbook accounts and money-market deposit accounts and advances from the Federal Home Loan Bank of Des Moines. The Bank also originates mortgage loans on commercial real estate, construction loans on single-family residences and commercial properties, consumer loans, and loans secured by deposit accounts. COMMON STOCK The common stock of the Company is listed on the Nasdaq Stock Market under the symbol "SMBC". The following table sets forth per share market price and dividend information for the Company's common stock. As of September 1, 1998, there were approximately 400 stockholders of record. This does not reflect the number of persons or entities who hold stock in nominee or "street name." Fiscal 1998 High Low Dividend Paid First Quarter $ 18.375 $ 17.00 $ .125 Second Quarter 20.75 17.00 .125 Third Quarter 23.875 18.75 .125 Fourth Quarter 23.00 20.25 .125 Fiscal 1997 High Low Dividend Paid First Quarter $ 14.75 $ 13.50 $ .125 Second Quarter 15.00 14.00 .125 Third Quarter 17.25 14.25 .125 Fourth Quarter 18.00 15.50 .125 Any future dividend declarations and payments are subject to the discretion of the Board of Directors of the Company. The ability of the Company to pay dividends depends primarily on the ability of the Bank to pay dividends to the Company. For a discussion of the restrictions on the Bank's ability to pay dividends, see Note 11 of Notes to Consolidated Financial Statements included elsewhere in this report. SELECTED CONSOLIDATED FINANCIAL CONDITION, OPERATING AND OTHER DATA At June 30, (In thousands) FINANCIAL CONDITION DATA: 1998 1997 1996 1995 1994 Total assets $155,947 $160,393 $159,848 $148,323 $141,824 Loans receivable, net 119,083 107,783 95,535 82,887 74,932 Mortgage-backed and related securities 14,154 26,236 35,037 24,574 24,144 Cash, interest-bearing deposits and investment securities 18,324 21,638 24,459 35,421 37,540 Deposits 109,410 118,705 120,138 118,152 114,127 Borrowings 21,069 13,535 11,550 1,314 412 Stockholders' equity 24,112 26,400 26,227 27,047 25,793
Year Ending June 30, (In thousands) OPERATING DATA: 1998 1997 1996 1995 1994 Interest income $ 11,444 $ 11,408 $ 11,010 $ 9,640 $9,219 Interest expense 6,212 6,318 6,308 5,187 4,725 Net interest income 5,232 5,090 4,702 4,453 4,494 Provision for loan losses 783 241 60 95 230 Net interest income after provision for loan losses 4,449 4,849 4,642 4,358 4,264 Noninterest income 797 618 639 455 571 Noninterest expense 3,660 3,972 3,161 3,112 2,731 Income before income taxes and cumulative effect of change in accounting principle 1,586 1,495 2,120 1,701 2,104 Income tax expense 522 440 653 454 626 Income before cumulative effect of change in accounting principle 1,064 1,055 1,467 1,247 1,478 Cumulative effect of change in accounting principle, income taxes - - - - 279 Net income $ 1,064 $ 1,055 $ 1,467 $ 1,247 $1,757 Basic earnings per common share $ .69 .68 .89 .74 * Diluted earnings per common share $ .67 .67 .87 .73 * Dividends per share $ .50 .50 .50 .40 - *Not meaningful since the common stock was issued on April 13,1994
At June 30, OTHER DATA: 1998 1997 1996 1995 1994 Number of: Real estate loans 3,035 3,040 3,053 3,082 3,278 Deposit accounts 12,762 12,542 12,626 12,837 12,917 Full service offices 8 8 8 8 8
KEY OPERATING RATIOS: At or For the Year Ended June 30, 1998 1997 1996 1995 1994 Return on assets (net income divided by average assets) .67% .65% .93% .86% 1.30% Return on average equity (net income divided by average equity) 4.06 4.09 5.48 4.68 13.34 Average equity to average assets 16.40 16.01 17.05 18.30 9.73 Interest rate spread (spread between weighted average rate on all interest- earning assets and all interest- bearing liabilities) 2.67 2.51 2.29 2.39 3.13 Net interest margin (net interest income as a percentage of average interest-earning assets) 3.39 3.25 3.09 3.16 3.44 Noninterest expense to average assets 2.29 2.46 2.01 2.14 2.02 Average interest-earning assets to interest-bearing liabilities 117.76 118.32 119.42 121.09 108.59 Allowance for loan losses to total loans at end of period 1.07 .64 .63 .67 .62 Allowance for loan losses to nonperforming loans 243.01 51.19 114.94 77.66 68.53 Net charge offs to average out- standing loans during the period .17 .16 .01 .00 .02 Ratio of nonperforming assets to total assets .45 .89 .38 .99 1.04 Dividend payout ratio 72.29 73.06 52.17 46.98 N/A
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Southern Missouri Bancorp, Inc. (Southern Missouri or Company) is a Delaware corporation organized on April 13, 1994, for the principal purpose of becoming the holding company of Southern Missouri Savings Bank (SMSB). SMSB converted from a Federally- chartered stock savings bank to a state-chartered stock savings bank effective February 17, 1998 and subsequently changed its name to Southern Missouri Bank and Trust Co., (SMBT or the Bank). The principal business of SMBT consists primarily of attracting deposits from the general public and using such deposits along with wholesale funding from the Federal Home Loan Bank of Des Moines (FHLB) to finance mortgage loans secured by one-to four- family residences and, to a lesser extent, consumer loans, commercial real estate loans, and commercial business loans. These funds have also been used to purchase investment securities, mortgage-backed and related securities (MBS), U.S. government and federal agency obligations and other permissible securities. The revenues of Southern Missouri are derived principally from interest earned on loans and, to a lesser extent, from interest earned on investment securities and MBS. Southern Missouri's operations are significantly influenced by general economic conditions including monetary and fiscal policies of the U.S. government and Federal Reserve. Additionally, Southern Missouri is subject to policies and regulations issued by financial institution regulatory agencies, including the Federal Deposit Insurance Corporation (FDIC), Office of Thrift Supervision (OTS) and the Missouri Department of Finance. Each of these factors may influence interest rates, loan demand, prepayment rates and deposit flows. Interest rates available on competing investments as well as general market interest rates influence Southern Missouri's cost of funds. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered. Southern Missouri intends to continue to focus on its lending programs for one- to four-family residential real estate, commercial mortgage, business and consumer financing on loans secured by properties or collateral located in Southeastern Missouri. FORWARD LOOKING STATEMENTS Except for the historical information contained herein, the matters discussed in the annual report may be deemed to be "forward-looking statements" within the meaning of the federal securities law. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in Southern Missouri's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in Southern Missouri's market area and price competition for loans and deposits. Actual strategies and results in future periods may differ materially from those currently expected. These forward-looking statements represent Southern Missouri's judgment as of the date of this report. Southern Missouri disclaims however, any intent or obligation to update these forward-looking statements. FINANCIAL CONDITION Southern Missouri's total assets declined $4.5 million, or 2.8%, to $155.9 million at June 30, 1998 as compared to $160.4 million at June 30, 1997. The decline was primarily due to the repurchase of $3.3 million of the Company's stock. Other changes in the composition of the balance sheet included a $16.2 million reduction in investment securities and MBS, which was partly used to finance $11.3 million, or 10.5% growth in loans receivable. Investment securities and MBS declined $16.2 million, or 36.5% from $44.4 million at June 30, 1997 to $28.2 million at June 30, 1998. The reduction was attributed to sales and maturities of $10.1 million and $12.2 million, respectively, which exceeded purchases of $6.1 million. Net loans receivable increased $11.3 million, or 10.5% to $119.1 million at June 30, 1998 from $107.8 million June 30, 1997. Loan growth consisted primarily of a $5.1 million increase in loans secured by one- to four-family residences and to a lesser degree, increased commercial real estate loan balances of $4.0 million and installment loan balances of $615,000. Southern Missouri originated $36.9 million mortgage and installment loans during fiscal 1998 as compared to originations of $32.5 million over the same period of the prior year. Allowance for loan losses increased $589,000 or 83.4% from $706,000 at June 30, 1997 to $1,295,000 at June 30, 1998. The allowance for loan losses at June 30, 1998 represented 1.07% and 96.99% of total loans and loans past due 90 days or more, respectively, as compared to respective balances of .64% and 51.19% at June 30, 1997 (see provision for loan losses). Deposits declined $9.3 million, or 7.9%, from $118.7 million at June 30, 1997 to $109.4 million at June 30, 1998. The decline was a result of a $10.1 million, or 10.7%, decline in certificates of deposit, which was partially offset by a $772,000 increase in checking and savings accounts. The decline in the balance of certificates of deposit was a result of public unit certificates of deposit declining from $14.6 million at June 30, 1997 to $4.0 million at June 30, 1998. FHLB advances increased $7.5 million, or 55.7%, from $13.5 million at June 30, 1997 to $21.1 million at June 30, 1998. The outstanding advances have fixed interest rates with original terms of up to fifteen years and some are subject to an early call from the issuer. The advances have primarily been used to finance deposit outflows and at June 30, 1998 maintained an average cost which was 38 basis points higher than SMBT's overall cost of deposits. Stockholders' equity declined $2.3 million, or 8.7%, from $26.4 million at June 30, 1997 to $24.1 million at June 30, 1998. The decline was primarily attributed to the repurchase of $3.3 million of the Company's common stock and the payment of $769,000 in cash dividends, which together exceeded the Company's net income of $1.1 million. RESULTS OF OPERATIONS Southern Missouri's results of operations are primarily dependent on the level of its net interest income, noninterest income, and the control of operating expenses. Net interest income is dependent primarily on the difference or spread between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, as well as the relative amounts of each such assets and liabilities. Southern Missouri, like other financial institutions, is also subject to interest-rate risk to the degree that its interest-earning assets mature or reprice at different times, or on a varying basis, from its interest-bearing liabilities. Southern Missouri's noninterest income consists primarily of fees charged on transaction and loan accounts, gains from the sale of available-for-sale securities and real estate owned and commissions earned on the sale of insurance products. Southern Missouri's operating expenses include, among other costs, employee compensation and benefits, occupancy expenses, legal and professional fees, federal deposit insurance premiums and other general and administrative expenses. COMPARISON OF THE YEARS ENDED JUNE 30, 1998 AND 1997 Net Income. Southern Missouri's net income increased $10,000, or .9%, from $1,055,000 for the year ended June 30, 1997 to $1,065,000 for the year ended June 30, 1998. Fiscal 1997's results included the adverse impact of a one-time, industry-wide special assessment to recapitalize the Savings Association Insurance Fund (SAIF). Exclusive of the one-time SAIF assessment of $779,000, net income for fiscal 1997 would have approximated $1,546,000, which would have exceeded fiscal 1998's net income by $481,000, or 31.1%. This decline in adjusted net income was primarily due to increased provisions for loan losses and increased recurring noninterest expenses. Net Interest Income. Net interest income increased by $143,000, or 2.8%, to $5.2 million for the year ended June 30, 1998 as compared to $5.1 million for the year ended June 30, 1997. The increase was primarily due to a .16% increase in the average interest rate spread, which was partially offset by a decline in the ratio of average interest-earning assets to interest-bearing liabilities. Interest Income. Interest income increased $35,000, or .3%, to $11.4 million for the year ended June 30, 1998 as compared to $11.4 million for the year ended June 30, 1997. The slight increase was primarily due to a .12% increase in the average yield earned on interest-earning assets, which was mostly offset by a $2.0 million, or 1.3%, decline in average interest-earning assets. Interest income on loans receivable increased $1.1 million, or 13.8%, to $9.2 million for the year ended June 30, 1998 as compared to $8.1 million for the year ended June 30, 1997. The increase was due to a $12.2 million increase in average loans receivable and a .13% increase in average yield earned, from 7.84% during fiscal 1997 to 7.97% during fiscal 1998. Interest income on investment and MBS securities, and other interest- earning assets declined $1.1 million, or 32.1%, to $2.3 million for the year ended June 30, 1998 as compared to $3.3 million for the year ended June 30, 1997. Interest Expense. Interest expense declined $107,000, or 1.7%, to $6.2 million for the year ended June 30, 1998 as compared to $6.3 million for the year ended June 30, 1997. The change was primarily due to the average balance of interest-bearing liabilities declining $1.1 million, or .8%, and the .04% decline in the average rate paid on these same interest-bearing liabilities, to 4.73% during fiscal 1998 from 4.77% during fiscal 1997. Provision for Loan Losses. Provision for loan losses are charged to earnings to bring the total allowance for loan losses to a level considered adequate by management to provide for loan losses based on prior loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral and current economic conditions. Management also considers other factors relating to the collectibility of the Bank's loan portfolio. For the year ended June 30, 1998, the Bank established a provision for loan losses of $783,000 compared with $241,000 for the year ended June 30, 1997. Substandard assets identified under the Bank's internal classified assets policy increased from $1.4 million as of June 30, 1997 to $5.5 million at June 30, 1998 due primarily to an increase in substandard assets secured by commercial real estate. The largest classified commercial real estate relationship as of June 30, 1998 totaled $2.6 million and was current at that date and performing in accordance with its terms. In addition, the Bank had three other lending relationships with aggregate balances ranging from $299,000 to $536,000 which were secured primarily by commercial real estate that were also classified due to their underlying collateral experiencing cash flow difficulties. The above provisions were made based on management's analysis of the various factors which affect the loan portfolio and management's desire to hold the allowance at a level considered adequate. Management performed a detailed analysis of the Bank's loan portfolio, including types of loans and reviews of the Bank's charge-off history and an analysis of the Bank's allowance for loan losses. Management also considered the Bank has continued to originate loans secured by commercial real estate. Such loans bear an inherently higher level of credit risk than one-to four-family residential real estate loans. Subject to market conditions, management of the Bank expects that these trends in its lending activities will continue. While management believes the allowance for losses at June 30, 1998 is adequate to cover all losses inherent in the Bank's portfolio, there can be no assurance that in the future the Bank's regulators will not require further increases in the allowance or actual losses will not exceed the allowance. Noninterest Income. Noninterest income increased $179,000, or 29.0%, to $797,000 for the year ended June 30, 1998 as compared to $618,000 for the year ended June 30, 1997. Contributing to the increase was a $150,000 one-time gain from the termination of a defined benefit plan, increased customer service charges of $47,000 and a $31,000 increase in gains on sale of investment and MBS securities which were partly offset by a $49,000 reduction in insurance commissions and other income. Gains on sales of securities and MBSs are not a stable source of income and no assurance can be given that the Company will generate such gains in the future. Noninterest Expense. Noninterest expense decreased $312,000, or 7.9%; however, exclusive of the aforementioned SAIF special assessment, noninterest expense increased $467,000, or 14.6% to $3.7 million for the year ended June 30, 1998 as compared to $3.2 million for the year ended June 30, 1997. The increase was due to a $280,000 rise in compensation and benefits expense, $125,000 decline in realized recoveries from the sale of foreclosed real estate, increased occupancy costs of $95,000 and $31,000 in increased legal and professional fees. These increased expenditures were attributed to increased personnel, higher benefit plan costs, higher data processing costs and costs associated with SMBT's conversion to a bank charter. Offsetting a portion of these increases was a $54,000 decline in deposit insurance premiums. Provision for Income Taxes. Provision for income taxes increased $82,000, to $522,000 for the year ended June 30, 1998 as compared to $440,000 for the year ended June 30, 1997. The increase was primarily due to Southern Missouri's effective tax rate increasing from 29.4% for fiscal 1997 to 32.9% for fiscal 1998. This increase is primarily due to the smaller effect of tax exempt income of state and municipal obligations. COMPARISON OF THE YEARS ENDED JUNE 30, 1997 AND 1996 Net Income. Southern Missouri's net income decreased $412,000, or 28.1%, from $1.5 million for the year ended June 30, 1996 to $1.1 million for the year ended June 30, 1997. The decline was attributed to increased noninterest expense, in particular the one-time industry-wide special assessment to recapitalize the SAIF, and lower noninterest income which was offset by increased net interest income and lower income taxes. Net Interest Income. Net interest income increased by $388,000, to $5.1 million for the year ended June 30, 1997 as compared to $4.7 million for the year ended June 30, 1996. The increase was primarily due to a 22 basis point increase in the average interest rate spread from 2.29% during fiscal 1996 to 2.51% during fiscal 1997. Interest Income. Interest income increased $398,000, or 3.6%, to $11.4 million for the year ended June 30, 1997 as compared to $11.0 million for the year ended June 30, 1996. The increase was primarily attributed to the $4.5 million, or 2.9%, increase in the average balance of interest-earning assets and the .04% increase in the average yield earned on those same assets, from 7.24% during fiscal 1996 to 7.28% during fiscal 1997. Interest income on loans receivable increased $1.0 million, or 14.9%, to $8.1 million for the year ended June 30, 1997 as compared to $7.0 million for the year ended June 30, 1996. The increase was primarily due to the $13.8 million, or 15.5%, increase in the average balance of loans receivable which was partially offset by a .04% decline in the average yield earned on loans receivable, from 7.88% during fiscal 1996 to 7.84% during fiscal 1997. Interest Expense. Interest expense increased $10,000 to $6.3 million for the year ended June 30, 1997 as compared to $6.3 million for the year ended June 30, 1996. During fiscal 1997, average interest-bearing liabilities increased $5.0 million, or 3.9%, to $132.4 million while the average cost of those interest- bearing liabilities declined .18%, from 4.95% during fiscal 1996 to 4.77% during fiscal 1997. Provision for Loan Losses. For the year ended June 30, 1997, the Bank established a provision for loan losses of $241,000 compared with $60,000 for the year ended June 30, 1996. The book value of non-performing loans at June 30, 1997 was $1.4 million compared to $546,000 at June 30, 1996. Nonperforming loans increased principally due to an increase in nonperforming mobile home loans of approximately $155,000 and a nonperforming commercial real estate loan of $277,000. The Bank has a dealer reserve account which was $63,000 at June 30, 1997 for these mobile home loans. Noninterest Income. Noninterest income declined $21,000, or 3.3%, to $618,000 for the year ended June 30, 1997 as compared to $639,000 for the year ended June 30, 1996. The decline was attributed to an $83,000 decline in gains realized on sales of investment securities and MBS which was partially offset by increased insurance commissions and banking service charges of $25,000 and $32,000, respectively. Noninterest Expense. Noninterest expense increased $811,000, to $4.0 million for the year ended June 30, 1997 as compared to $3.2 million for the year ended June 30, 1996. Exclusive of the aforementioned SAIF special assessment of $779,000, noninterest expense increased $32,000, or 1.0%, to $3.2 million when compared to the same period of the prior year. Increased expenses were primarily due to increased compensation and benefits, other expenses and advertising of $102,000, $96,000, and $26,000, respectively. Reduced expenses for deposit insurance premiums and provisions for losses on foreclosed real estate of $112,000 and $92,000 mostly offset these increased expenses, respectively. Provision for Income Taxes. Provision for income taxes decreased $213,000, to $440,000 for the year ended June 30, 1997 as compared to $653,000 for the year ended June 30, 1996. The decrease was primarily due to reduced net income and Southern Missouri's effective tax rate decreasing from 30.8% during fiscal 1996 to 29.4% during fiscal 1997. REGULATORY MATTERS AND SUPERVISORY AGREEMENT On February 17, 1998, the OTS approved the conversion of Southern Missouri's financial institution subsidiary, Southern Missouri Savings Bank, FSB, from a federally-chartered stock savings bank to a Missouri-chartered stock savings bank. Due to this change in charters, SMBT's primary regulator changed from the OTS to the Missouri Division of Finance and the FDIC. Furthermore, the operating restrictions placed on the Bank, pursuant to an OTS Supervisory Agreement were lifted. However, SMBT remains subject to increased SAIF deposit insurance premium assessments until January 1, 1999, due to the Bank's former regulatory status. During the year ended June 30, 1998, SMBT recognized additional expense of $36,000, due to these higher deposit premiums. ASSET/LIABILITY MANAGEMENT The goal of Southern Missouri's asset/liability management strategy is to manage the interest rate sensitivity of both interest-earning assets and interest-bearing liabilities so as to maximize net interest income without exposing the Bank's Net Portfolio Value (NPV) to an excessive level of interest-rate risk. The Bank has employed various strategies intended to manage the potential effect that changing interest rates have on future operating results. Historically, the primary asset/liability management strategy had been to focus on matching the repricing intervals of interest-bearing assets and interest- bearing liabilities. This strategy has resulted in a manageable exposure to interest-rate risk with modest asset and loan growth rates. The primary elements of Southern Missouri's current asset/liability strategy includes (i) increasing loans receivable through the origination of both fixed and adjustable-rate residential loans, (ii) growth in loans secured by commercial real estate, which typically provide higher yields, increased credit risk and shorter repricing periods, (iii) expanding the consumer loan portfolio, (iv) active solicitation of less rate- sensitive deposits, (v) offering competitively priced short-term certificates of deposit, and (vi) the use of FHLB advances to help manage exposure to interest-rate risk. The degree to which each segment of the strategy is achieved will affect Southern Missouri's overall profitability and exposure to interest-rate risk. INTEREST RATE SENSITIVITY ANALYSIS The following table sets forth as of June 30, 1998, management's estimates of the projected changes in net portfolio value and net interest income in the event of 1%, 2%, 3%, and 4% instantaneous permanent increases or decreases in market interest rates. NPV as % of Change Net Portfolio PV of Assets in Rates $ Amount $ Change % Change NPV Ratio Change (Dollars in thousands) +400 bp $ 16,124 (5,775) (26)% 11.09% -313 bp +300 bp 18,785 (3,114) (14) 12.65 -157 bp +200 bp 21,168 (731) (3) 13.97 -25 bp +100 bp 21,950 51 0 14.35 13 bp 0 bp 21,899 - - 14.22 - - -100 bp 21,525 (374) (2) 13.87 -35 bp - -200 bp 21,434 (465) (2) 13.68 -54 bp - -300 bp 21,324 (575) (3) 13.47 -75 bp - -400 bp 20,615 (1,284) (6) 12.93 -129 bp Computations in the table are based on prospective effects of hypothetical changes in interest rates and are based on an internally generated model using the actual maturity and repricing schedules for SMBT's loans and deposits, adjusted by management's assumptions for prepayment rates and deposit runoff. Further, the computations do not consider any reactions that the Bank may undertake in response to changes in interest rates. These projected changes should not be relied upon as indicative of actual results in any of the aforementioned interest rate changes. Management cannot accurately predict future interest rates or their effect on the Bank's NPV and net interest income in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV and net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Additionally, most of Southern Missouri's loans have features, which restrict changes in interest rates on a short term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. SMBT's Board of Directors is responsible for reviewing SMBT's asset/liability and interest-rate risk management policy which includes allowable limits for exposure to interest-rate risk. The Board meets quarterly to review projected exposure to interest-rate risk, as well as liquidity and capital requirements. LIQUIDITY AND CAPITAL RESOURCES Southern Missouri's primary potential sources of funds include deposit growth, FHLB advances, amortization and prepayment of loan principal, investment maturities and sales, and on-going operating results. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and loan prepayment rates are significantly influenced by factors outside of the Bank's control, including general economic conditions and competition. Southern Missouri has relied on using FHLB advances as a source for funding cash or liquidity needs. Historically, the Bank was required by OTS regulations to maintain minimum levels of specified liquid assets in order to fund cash needs. The required percentage was 5% of net withdrawable deposits and borrowings, which were payable on demand or in one year or less. Under the Bank's current charter, it is no longer subject to this requirement. Southern Missouri uses its liquid assets as well as other funding sources to meet ongoing commitments, to fund loan commitments, to repay maturing certificates of deposit and FHLB advances, to make investments, to fund other deposit withdrawals and to meet operating expenses. At June 30, 1998, the Bank had outstanding commitments to extend credit of $3.1 million (including $1.5 million on lines of credit). Management anticipates that current funding sources will be adequate to meet foreseeable liquidity needs. Liquidity management is an ongoing responsibility of the Company's management. The Company adjusts its investment in liquid assets based upon a variety of factors including (i) expected loan demand and deposit flows, (ii) anticipated investment and FHLB advance maturities, (iii) the impact on profitability, and (iv) asset/liability management objectives. At June 30, 1998, the Company had $73.9 million in certificates of deposit maturing within one year and $25.7 million in other deposits without a specified maturity, as well as scheduled FHLB advances maturing within one year of $1.0 million. Management believes that most maturing interest-bearing liabilities will be retained or replaced by new interest-bearing liabilities. REGULATORY CAPITAL Federally insured savings banks are required to maintain a minimum level of regulatory capital. FDIC regulations established capital requirements, including a leverage (or core capital) requirement and a risk-based capital requirement. The FDIC is also authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis. At June 30, 1998, SMBT exceeded regulatory capital requirements with core and risk-based capital of $21.1 million and $22.3 million, or 13.7% and 25.5% of adjusted total assets and risk- based assets, respectively. These capital levels exceeded minimum requirements of 4.0% and 8.0% for adjusted total assets and risk-weighted assets, by approximately $15.0 million and $15.3 million, respectively. Under regulatory guidelines, SMBT was considered well-capitalized at June 30, 1998. IMPACT OF INFLATION The consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates generally have a more significant impact on a financial institution's performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. In the current interest rate environment, liquidity and maturity structure of the Company's assets and liabilities are critical to the maintenance of acceptable performance levels. YEAR 2000 CONSIDERATION Many existing computer programs and data processing systems use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If uncorrected, many computer applications could fail or create erroneous results by or at the Year 2000. The Year 2000 issue affects virtually all companies and organizations. The Company uses an in-house computer processing system and is in the process of reviewing it and other data processing functions as well as those of its software providers, vendors, suppliers, and major customers to ascertain the degree to which each will be impacted by Year 2000 failures. Initial testing of internal systems and how they interact with those of vendors and suppliers began June 30, 1998, and is scheduled to be completed by March 31, 1999. Upon completion of system testing the Bank will modify its contingency plan to incorporate the results of this testing. Management anticipates Year 2000 expenditures to be less than $100,000 of which $16,000 had been expended as of June 30, 1998. In addition the Bank expended $230,000 to upgrade its data processing system from June 30, 1996 to September 30, 1997. Incomplete or untimely compliance, however, may have a material adverse effect on the Company, the dollar amount of which cannot be accurately quantified at this time because of the inherent variables and uncertainties involved. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 of Notes to Consolidated Financial Statements for a discussion of the impact of recent accounting pronouncements. AVERAGE BALANCE, INTEREST AND AVERAGE YIELDS AND RATES The following table sets forth certain information relating to the Company's average interest-earning assets and interest- bearing liabilities and reflects the average yield on assets and the average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average month-end balance of assets or liabilities, respectively, for the periods indicated. During the periods indicated, nonaccrual loans are included in the net loan category. The table also presents information for the periods indicated with respect to the difference between the weighted-average yield earned on interest-earning assets and the weighted-average rate paid on interest-bearing liabilities, or "interest rate spread," which financial institutions have traditionally used as an indicator of profitability. Another indicator of an institution's net interest income is its "net yield on interest- earning assets," which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.
Year Ended June 30, 1998 1997 1996 Interest Interest Interest Average and Yield/ Average and Yield/ Average and Yield/ Balance Dividends Cost Balance Dividends Cost Balance Dividends Cost (Dollars in thousands) Interest -earning assets Mortgage loans(1) $104,417 $ 8,172 7.83% $ 90,387 $ 6,988 7.73% $ 80,275 $ 6,244 7.78% Other loans(1) 10,691 1,003 9.38 12,534 1,076 8.58 8,806 775 8.80 Total net loans 115,108 9,175 7.97 102,921 8,064 7.84 89,081 7,019 7.88 Mortgage- backed and related securities 19,344 1,172 6.06 31,296 2,050 6.55 30,690 1,976 6.44 Investment securi- ties(2) 16,078 947 5.89 18,473 1,159 6.27 27,935 1,821 6.52 Other interest- earning assets 4,049 150 3.70 3,934 135 3.43 4,461 194 4.35 Total interest- earning assets(1) 154,579 11,444 7.40 156,624 11,408 7.28 152,167 11,010 7.24 Other non- interest- earning assets 5,405 - 4,595 - 4,947 - Total assets $ 159,984 $ 11,444 $161,219 $11,408 $157,114 $ 11,010 Interest-bearing liabilities: Passbook accounts $ 7,487 $ 202 2.70 $ 7,221 $ 200 2.77 $ 6,783 $ 180 2.65 NOW accounts 9,605 186 1.94 7,316 178 2.43 6,478 159 2.45 Money market accounts 7,856 241 3.07 8,572 237 2.76 8,786 264 3.00 Certificates of deposit 86,705 4,522 5.21 96,197 4,947 5.14 97,728 5,263 5.39 Total deposits 111,653 5,151 4.61 119,306 5,562 4.66 119,775 5,866 4.90 FHLB advances 19,617 1,061 5.41 13,067 756 5.79 7,645 442 5.78 Total interest- bearing liabili- ties 131,270 6,212 4.73 132,373 6,318 4.77 127,420 6,308 4.95 Other liabilities 2,483 - 3,035 2,904 - Total liabili- ties 133,753 6,212 135,408 - 130,324 - Stockholders' equity 26,231 - 25,811 - 26,790 - Total liabil- ities and stockhol- ders' equity $ 159,984 $ 6,212 $ 161,219 $ 6,318 $157,114 $ 6,308 Net interest income - $ 5,232 - $ 5,090 - $ 4,702 Interest rate spread (3) - - 2.67% - - 2.51% - - 2.29% Net interest margin (4) - - 3.39% - - 3.25% - - 3.09% Ratio of average interest-earn- ing assets to average interest-bearing liabilities 117.76% - - 118.32% - - 119.42% - - (1) Calculated net of deferred loan fees, loan discounts and loans-in-process. (2) Includes FHLB stock and related cash dividends. (3) Net interest spread represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities. (4) Net yield on average interest-earning assets represents net interest income dividend by average interest-earning assets. YIELDS EARNED AND RATES PAID: The following table sets forth for the periods and at the dates indicated, the weighted average yields earned on the Company's assets, the weighted average interest rates paid on the Company's liabilities, together with the net yield on interest-earning assets. At June 30, Year Ended June 30, 1998 1998 1997 1996 Weighted-average yield on loan portfolio 7.98% 7.97% 7.84% 7.88% Weighted-average yield on mortgage-backed and related securities 6.00 6.06 6.55 6.44 Weighted-average yield on investment portfolio 5.99 5.89 6.27 6.52 Weighted-average yield on other interest-earning assets 5.19 3.70 3.43 4.35 Weighted-average yield on all interest-earning assets 7.56 7.40 7.28 7.24 Weighted-average rate paid on deposits 4.59 4.61 4.66 4.90 Weighted-average rate paid on FHLB advances 4.97 5.41 5.79 5.78 Weighted-average rate paid on all interest-bearing liabilities 4.65 4.73 4.77 4.95 Interest rate spread (spread between weighted average rate on all interest-earning assets and all interest-bearing liabilities) 2.91 2.67 2.51 2.29 Net interest margin (net interest income as a percentage of average interest- earning assets) - 3.39 3.25 3.09 The following table sets forth the effects of changing rates and volumes on net interest income of the Bank. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) changes in rate/volume (change in rate multiplied by change in volume). Years Ended June 30, Years Ended June 30, 1998 Compared to 1997 1997 Compared to 1996 Increase (Decrease) Increase(Decrease) Due to Due to Rate/ Rate/ Rate Volume Volume Net Rate Volume Volume Net (Dollars in Thousands) Interest-earning assets: Loans receivable (1) $134 $955 $ 22 $1,111 $(36) $1,088 $(6) $1,046 Mortgage-backed and related securitie (153) (783) 58 (878) 34 39 1 74 Investment securities (72) (150) 10 (212) (70) (616) 24 (662) Other interest- earning deposits 11 4 0 15 (42) (23) 5 (60) Total net change in income on interest- earning assets (80) 26 90 36 (114) 488 24 398 Interest-bearing liabilities: Deposits (60) (353) 2 (411) (282) (23) 1 (304) FHLB advances (50) 379 (24) 305 1 312 1 314 Total net change in expense on interest- bearing liabilities (110) 26 (22) (106) (281) 289 2 10 Net change in net interest income $ 30 $ 0 $112 $ 142 $167 $ 199 $22 $ 388 (1) Does not include interest on loans placed on nonaccrual status. INDEPENDENT AUDITORS' REPORT Board of Directors Southern Missouri Bancorp, Inc. Poplar Bluff, Missouri We have audited the accompanying consolidated statements of financial condition of Southern Missouri Bancorp, Inc. and Subsidiary (Company) as of June 30, 1998 and 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended June 30, 1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Southern Missouri Bancorp, Inc. and Subsidiary as of June 30, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1998 in conformity with generally accepted accounting principles. Poplar Bluff, Missouri July 31, 1998 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION JUNE 30, 1998 AND 1997 ASSETS 1998 1997 Cash and cash equivalents $ 4,326,474 3,425,175 Certificates of deposit - 91,199 Investment and mortgage-backed and related securities: (Note 2) Available for sale - at estimated market value (amortized cost $23,550,641 and $39,571,322 at June 30, 1998 and 1997, respectively) 23,506,508 39,577,474 Held to maturity - at amortized cost (estimated market value $4,796,884 and $4,904,989 at June 30, 1998 and 1997, respectively) 4,645,407 4,780,845 Stock in Federal Home Loan Bank of Des Moines 1,053,500 1,519,700 Loans receivable, net (Note 3) 119,083,215 107,782,977 Accrued interest receivable (Note 4) 907,778 1,079,967 Foreclosed real estate, net (Note 5) 171,721 54,838 Premises and equipment (Note 6) 1,883,064 1,682,075 Prepaid expenses and other assets 369,391 398,784 Total assets $ 155,947,058 160,393,034 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits (Note 7) $ 109,410,436 118,704,601 Advances from borrowers for taxes and insurance 315,123 321,609 Advances from FHLB of Des Moines (Note 8) 21,068,905 13,535,321 Accounts payable and other liabilities 459,119 582,825 Accrued interest payable 581,590 848,435 Total liabilities 131,835,173 133,992,791 Commitments and contingencies (Note 12) Preferred stock, $.01 par value; 500,000 shares authorized; none issued and outstanding - - Common stock, $.01 par value; 3,000,000 shares authorized; 1,803,201 shares issued 18,032 18,032 Additional paid-in capital 17,628,758 17,579,778 Retained earnings-substantially restricted 12,771,731 12,476,753 Treasury stock of 310,813 shares in 1998 and 169,898 shares in 1997, at cost (5,613,008) (2,680,183) Unearned employee benefits (665,824) (993,528) Unrealized gain (loss) on investment and mortgage- backed securities available for sale (27,804) 2,966 Minimum pension liability (Note 9) - (3,575) Total stockholders' equity 24,111,885 26,400,243 Total liabilities and stockholders' equity $ 155,947,058 160,393,034 See accompanying notes to consolidated financial statements. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED JUNE 30, 1998, 1997 AND 1996 1998 1997 1996 Interest income: Loans receivable $ 9,175,090 8,064,447 7,018,869 Investment securities 946,447 1,159,386 1,820,703 Mortgage-backed and related securities 1,172,281 2,049,764 1,976,216 Other interest-earning assets 150,030 134,871 194,646 Total interest income 11,443,848 11,408,468 11,010,434 Interest expense: Deposits (Note 7) 5,150,691 5,562,266 5,866,482 Advances from FHLB 1,060,788 756,340 442,247 Total interest expense 6,211,479 6,318,606 6,308,729 Net interest income 5,232,369 5,089,862 4,701,705 Provision for loan losses (Note 3) 783,009 241,300 60,000 Net interest income after provision for loan losses 4,449,360 4,848,562 4,641,705 Noninterest income: Gain on sale of investment securities, available for sale 9,205 58,462 75,632 Gain (loss) on sale of mortgage-backed securities, available for sale 69,956 (10,386) (8,722) Gain on sale of mortgage-backed securities, held to maturity 242 - 63,748 Insurance commissions 302,246 333,519 308,634 Banking service charges 198,981 171,789 140,237 Net income on foreclosed real estate (16,509) (15,971) (17,945) Loan late charges 68,845 49,103 52,611 Other 164,337 31,812 25,182 Total noninterest income 797,303 618,328 639,377 Noninterest expense: General and administrative: Compensation and benefits 2,457,458 2,177,532 2,075,615 Occupancy and equipment 401,141 306,218 302,126 SAIF special assessment - 779,184 - SAIF deposit insurance premium 109,980 163,711 275,488 Provisions (credit) for losses on foreclosed real estate (Note 5) (51,550) (176,533) (84,252) Professional fees 191,583 160,522 149,940 Advertising 116,349 110,986 84,612 Postage and office supplies 133,666 115,580 117,917 Other 301,573 335,203 239,703 Total noninterest expense 3,660,200 3,972,403 3,161,149 Income before income taxes 1,586,463 1,494,487 2,119,933 Income taxes (Note 10) Current 588,000 440,700 590,513 Deferred (66,000) (900) 62,898 522,000 439,800 653,411 Net income $ 1,064,463 1,054,687 1,466,522 Basic earnings per common share $ .69 .68 .89 Diluted earnings per common share $ .67 .67 .87 See accompanying notes to consolidated financial statements. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED JUNE 30, 1998, 1997 AND 1996
Unrealized Gain(Loss) on Additional Unearned Securities Minimum Total Common Paid-in Retained Treasury Employee Available Pension Stockholders' Stock Capital Earnings Stock Benefits For Sale Liability Equity Balance at June 30, 1995 $ 18,032 17,325,586 11,491,096 - (1,663,056) (115,647) (9,035) 27,046,976 Change in un- realized loss on securities available for sale, net - - - - - 304,138) - (304,138) Minimum pension liability - - - - - - 2,730 2,730 Release of ESOP Awards - 104,392 - - 204,044 - - 308,436 MRP expense, net - 20,000 - - 142,833 - - 162,833 Dividends paid ($.50 per share) - - (765,035) - - - - (765,035) Purchase of treasury Stock - - - (1,799,150) - - - (1,799,150) Exercise of stock Options - - - 108,120 - - - 108,120 Net income - - 1,466,522 - - - - 1,466,522 Balance at June 30, 1996 18,032 17,449,978 12,192,583 (1,691,030) (1,316,179) (419,785) (6,305) 26,227,294 Change in un- realized gain (loss) on securities available for sale, net - - - - - 422,751 - 422,751 Minimum pension Liability - - - - - - 2,730 2,730 Release of ESOP Awards - 104,800 - - 204,047 - - 308,847 MRP expense, net - 25,000 - - 118,604 - - 143,604 Dividends paid ($.50 per share) - - (770,517) - - - - (770,517) Purchase of treasury Stock - - - (1,010,153) - - - (1,010,153) Exercise of stock Options - - - 21,000 - - - 21,000 Net income - - 1,054,687 - - - - 1,054,687 Balance at June 30, 1997 18,032 17,579,778 12,476,753 (2,680,183) (993,528) 2,966 (3,575) 26,400,243 Change in un- realized loss on securities available for sale, net - - - - - (30,770) - (30,770) Minimum pension Liability - - - - - - 3,575 3,575 Release of ESOP Awards - 195,480 - - 204,046 - - 399,526 MRP expense, net - 52,000 - - 123,658 - - 175,658 Dividends paid ($.50 per share) - - (769,485) - - - - (769,485) Purchase of treasury Stock - - - 3,314,645) - - - (3,314,645) Exercise of stock Options - (198,500) - 381,820 - - - 183,320 Net income - - 1,064,463 - - - - 1,064,463 Balance at June 30, 1998 $ 18,032 17,628,758 12,771,731 (5,613,008) (665,824) (27,804) - 24,111,885
See accompanying notes to consolidated financial statements. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 1998, 1997 AND 1996 1998 1997 1996 Cash flows from operating activities: Net income $ 1,064,463 1,054,687 1,466,522 Items not requiring (providing) cash: Depreciation and amortization 217,895 188,521 156,377 MRP expense and ESOP expense 523,187 427,451 451,269 Gain on sale of investment securities, available for sale (9,205) (58,462) (75,632) (Gain) loss on sale of mortgage-backed securities, available for sale (69,956) 10,386 8,722 Gain on sale of mortgage-backed securities, held to maturity (242) - (63,748) Provision for loan losses 783,009 241,300 60,000 FHLB stock dividend - - (30,000) (Gain) loss on foreclosed real estate, net (51,550) (176,533) (84,252) Net amortization of deferred income, premiums, and discounts 131,371 236,149 140,058 Changes in: Accrued interest receivable 172,189 61,132 53,894 Prepaid expenses and other assets (17,494) 35,206 19,251 Accounts payable and other liabilities (123,706) (13,356) 58,165 Accrued interest payable (266,845) (133,374) 183,524 Net cash provided by operating activities 2,353,116 1,873,107 2,344,150 Cash flows from investing activities: Net increase in loans (12,170,696) (12,431,883) (11,827,066) Proceeds from sales of investment securities, available for sale 2,584,919 2,081,950 5,841,202 Proceeds from maturing investment securities, available for sale 6,660,000 3,965,556 10,535,000 Proceeds from maturing investment securities, held to maturity 25,000 - 3,600,000 Purchase of investment securities, available for sale (4,993,594) (4,251,016) (7,457,104) Purchase of investment securities, held to maturity - - (500,000) Proceeds from sales of mortgage-backed securities, held to maturity 50,434 - 1,161,028 Proceeds from sales of mortgage-backed securities, available for sale 7,493,339 6,475,469 8,087,727 Proceeds from maturing mortgage-backed securities, available for sale 5,396,806 5,168,146 6,223,361 Proceeds from maturing mortgage-backed securities, held to maturity 80,159 64,070 1,131,708 Purchase of mortgage-backed securities, available for sale (1,107,089) (2,461,989) (27,239,834) Proceeds from sales of certificates of deposit 93,825 - - Proceeds from maturing certificates of deposit - 95,000 90,000 Proceeds from reduction of FHLB stock 466,200 - - Purchase of premises and equipment (390,511) (428,079) (239,666) Proceeds from sale of foreclosed real estate 32,468 37,550 94,799 Net cash provided by (used in) investing activities 4,221,260 (1,685,226) (10,498,845) Cash flows from financing activities: Net increase (decrease) in demand deposits and savings accounts $ 771,880 2,485,172 (985,489) Net (decrease) increase in certificates of deposit (10,066,045) (3,918,637) 2,971,170 Net decrease in advances from borrowers for taxes and insurance (6,486) (32,286) (118,951) Net increase in advances from FHLB of Des Moines 7,533,584 1,984,843 10,236,004 Dividends on common stock (769,485) (770,517) (765,035) Exercise of stock options 178,120 21,000 108,120 Payments to acquire treasury stock (3,314,645) (1,010,153) (1,799,150) Net cash (used in) provided by financing activities (5,673,077) (1,240,578) 9,646,669 Increase (decrease) in cash and cash equivalents 901,299 (1,052,697) 1,491,974 Cash and cash equivalents at beginning of period 3,425,175 4,477,872 2,985,898 Cash and cash equivalents at end of period $ 4,326,474 3,425,175 4,477,872 Supplemental disclosures of cash flow information: Noncash investing and financing activities Conversion of loans to foreclosed real estate $ 116,371 121,050 124,279 Conversion of foreclosed real estate to loans $ 6,950 152,150 680,839 Transfer of investment and mortgage- backed and related securities from held to maturity to available for sale - - 23,041,000 Unrealized loss at transfer date - - 227,000 Cash paid during the period for Interest (net of interest credited) $ 2,062,670 2,018,878 1,939,186 Income taxes $ 583,928 441,560 422,306 See accompanying notes to consolidated financial statements. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 and 1996 NOTE 1: Organization and Summary of Significant Accounting Policies Organization Southern Missouri Bancorp, Inc., a Delaware corporation (the Company) was organized in 1994 and is the parent company of Southern Missouri Bank and Trust (the Bank) and the Bank's wholly-owned subsidiary S.M.S. Financial Services, Inc. Substantially all of the Company's consolidated revenues are derived from the operations of the Bank, and the Bank represented substantially all of the Company's consolidated assets and liabilities. Basis of Financial Statement Presentation The financial statements of the Company have been prepared in conformity with generally accepted accounting principles and general practices within the financial institution industry. In the normal course of business, the Company encounters two significant types of risk; economic and regulatory. Economic risk is 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 loan portfolio that results from the borrowers' inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the value of the Company's investment in real estate. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. The determination of the provision for loan losses and the valuation of real estate are based on estimates that are particularly susceptible to changes in the economic environment and market conditions. These balances may be adjusted in the future based on such changes, or based on requirements of regulatory examiners of the Company's subsidiary. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, the Bank, and the Bank's wholly-owned subsidiary, S.M.S. Financial Services, Inc. All significant intercompany accounts and transactions have been eliminated. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash and due from depository institutions and interest-bearing deposits in other depository institutions with original maturities of three months or less. Interest bearing deposits in other depository institutions were $1,898,619, and $1,411,857 at June 30, 1998 and 1997, respectively. Investment and Mortgage-Backed and Related Securities Debt securities that the Company has the positive intent and ability to hold to maturity are classified as "held to maturity" securities and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling in the near term are classified as "trading" securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity securities not classified as either held to maturity or trading securities are classified as "available for sale" securities and reported at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity (net of deferred tax effects). No securities have been classified as trading securities. 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. Gain or loss on the sale of securities is 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 high risk. Loans Receivable, Net Loans receivable, net are stated at unpaid principal balances, less the allowance for loan losses, net deferred loan origination fees, deferred gain on real estate and unearned discounts. Discounts on mortgage loans are amortized to income using the interest method over the remaining period to contractual maturity adjusted for prepayments. Discounts on consumer loans are recognized over the lives of the loans using the interest method. The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, and current economic conditions. Loans are placed on nonaccrual status upon becoming 90 days contractually past due as to principal or interest, and in management's opinion full collection of interest is doubtful. 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 non-accrual 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. In accordance with SFAS No. 114, "Accounting by Creditor for Impairment of a Loan," as amended the Company considers a loan falling within its scope impaired when, based upon current information and events, it is probable that it will be unable to collect all amounts due, both principal and interest, according to the contractual terms of the loan agreement. SFAS No. 114 does not apply to large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment, which, for the Company include small residential real estate loans and consumer loans. Valuation allowances are established for impaired loans for the difference between the loan amount and fair value of collateral less estimated selling costs. Impaired loans are placed on nonaccrual status at the point they become contractually delinquent 90 days or more and cash receipts are applied, and interest income recognized, pursuant to the discussion above for nonaccrual loans. Impairment losses are recognized through an increase in the allowance for loan losses. Loan Origination Fees 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 the lower of cost or 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. Income Taxes The Company and its subsidiary file consolidated income tax returns. Deferred income taxes are provided on temporary differences between the financial reporting bases and income tax bases of the Company's assets and liabilities. 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. Depreciation is computed by use of straight-line and accelerated methods over the estimated useful lives of the assets. Estimated lives are generally twenty to fifty years for premises, and five to seven years for equipment. Earnings Per Share Basic income per share is computed using the weighted average number of common shares outstanding during each year. Diluted income per share includes the effect of all dilutive potential common shares (primarily stock options) outstanding during each year. All per share data has been restated to reflect the adoption of SFAS No. 128. The following paragraphs summarize the impact of new accounting pronouncements: In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income." The statement establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. It does not address recognition or measurement issues for comprehensive income and its components. Entities are required to classify items of other comprehensive income (including minimum pension liability adjustment and unrealized gains and losses on securities available for sale) by their nature in the financial statement and display the accumulated balance of other comprehensive income separately in the equity section of the statement of financial position. The statement is effective for fiscal years beginning after December 15, 1997. Comparative financial statements for earlier periods are required to reflect the provisions of this statement. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The statement requires that public entities report certain information about operating segments in the financial statements. The statement also requires disclosures about products and services, geographic areas and major customers. The statement supersedes SFAS No. 14 and supersedes and amends certain other accounting pronouncements. The statement is effective for fiscal years beginning after December 15, 1997. In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." This statement addresses disclosure only. It does not address measurement or recognition. This statement amends SFAS No's. 87, 88 and 106. The statement is effective for fiscal years beginning after December 15, 1997. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. This statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. SFAS No. 133 is not expected to have a material impact on the financial position or results of operations of the Company. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 and 1996 NOTE 2: Investment and Mortgage-Backed and Related Securities Available for Sale - The amortized cost, gross unrealized gains, gross unrealized losses and estimated market value of securities available for sale consisted of the following: June 30, 1998 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value Investment securities: U.S. government and federal agency obligations $ 6,990,453 8,838 2,074 6,997,217 Obligations of states and political subdivisions 2,296,754 58,441 - 2,355,195 Total investment securities 9,287,207 67,279 2,074 9,352,412 Mortgage-backed and related securities: GNMA certificates 6,288,989 39,622 2,345 6,326,266 FNMA certificates 3,850,598 24,513 29,093 3,846,018 FHLMC certificates 1,412,755 18,687 5,357 1,426,085 Collateralized mortgage obligations 2,711,092 - 155,365 2,555,727 Total mortgage-backed and related securities 14,263,434 82,822 192,160 14,154,096 Total $ 23,550,641 150,101 194,234 23,506,508 June 30, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value Investment securities: U.S. government and federal agency obligations $ 9,558,290 8,753 120,623 9,446,420 Corporate securities 1,549,812 2,567 4,264 1,548,115 Obligations of states and political subdivisions 2,382,809 95,186 639 2,477,356 Total investment securities 13,490,911 106,506 125,526 13,471,891 Mortgage-backed and related securities: GNMA certificates 11,614,442 155,490 - 11,769,932 FNMA certificates 6,379,872 42,321 31,454 6,390,739 FHLMC certificates 4,820,668 60,418 25,521 4,855,565 Collateralized mortgage obligations 3,265,429 - 176,082 3,089,347 Total mortgage-backed and related securities 26,080,411 258,229 233,057 26,105,583 Total $ 39,571,322 364,735 358,583 39,577,474 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 Held to Maturity - The amortized costs, gross unrealized gains, gross unrealized losses and estimated market value of securities held to maturity consisted of the following: June 30, 1998 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value Investment securities: U.S. government and federal agency obligations $ 600,000 - 13,500 586,500 Obligations of states and political subdivisions 4,045,407 164,977 - 4,210,384 Total $ 4,645,407 164,977 13,500 4,796,884 June 30, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value Investment securities: U.S. government and federal agency obligations $ 600,000 - 23,266 576,734 Obligations of states and political subdivisions 4,050,121 144,697 - 4,194,818 Total investment securities 4,650,121 144,697 23,266 4,771,552 Mortgage-backed securities: FHLMC certificates 130,724 2,713 - 133,437 Total mortgage-backed Securities 130,724 2,713 - 133,437 Total $ 4,780,845 147,410 23,266 4,904,989 The amortized cost and estimated market value of investment and mortgage-backed and related securities by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. June 30, 1998 Available for Sale Held to Maturity Estimated Estimated Amortized Market Amortized Market Cost Value Cost Value Due in one year or less $ 180,000 180,373 775,118 763,377 Due after one year thru 5 years 7,620,597 7,667,222 1,617,627 1,667,746 Due after 5 years thru 10 years 1,291,610 1,302,152 1,444,283 1,507,377 Due after 10 years 195,000 202,665 808,379 858,384 Total investment Securities 9,287,207 9,352,412 4,645,407 4,796,884 Mortgage-backed and related securities 14,263,434 14,154,096 - - Total $ 23,550,641 23,503,508 4,645,407 4,796,884 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 Proceeds from sales of investment and mortgage-backed and related securities and gross realized gains and losses are summarized below. June 30, 1998 1997 1996 Proceeds from sales: Investment securities $ 2,584,919 2,081,950 5,841,202 Mortgage-backed and related Securities 7,543,773 6,475,469 9,248,755 Gross realized gains: Investment securities 12,427 58,462 86,947 Mortgage-backed and related Securities 81,187 44,854 148,477 Gross realized losses: Investment securities (3,222) - (11,315) Mortgage-backed and related Securities (10,989) (55,240) (93,451) Included in the 1998 and 1996 gross realized gains on mortgage- backed and related securities are sales of small balance pools of mortgage-backed securities held to maturity, that had an amortized cost of $50,193 and $1,161,028, respectively, which met the condition described under paragraph 11b of SFAS No. 115 and are permitted to be sold prior to maturity. The amortized cost of investment and mortgage-backed securities pledged as collateral to secure public deposits amounted to $10,662,083 and $21,814,982 at June 30, 1998 and 1997, respectively. Adjustable rate mortgage loans included in mortgage-backed and related securities at June 30, 1998 and 1997 amounted to $9,780,955 and $13,639,675, respectively. All adjustable rate mortgage-backed and related securities at June 30, 1998 and 1997 are recorded as available for sale. NOTE 3: Loans Receivable, net Loans receivable, net are summarized as follows: June 30, 1998 1997 Real estate loans: Conventional $ 83,398,800 77,895,000 Construction 2,707,601 3,822,259 Commercial 22,529,953 18,293,158 Loans secured by deposit accounts 671,123 721,403 Consumer loans 11,792,529 9,689,237 121,100,006 110,421,057 Loans in process (653,095) (1,837,746) Deferred loan fees, net (61,240) (80,413) Deferred gain on sale of real estate (7,234) (13,434) Allowance for loan losses (1,295,222) (706,487) $119,083,215 107,782,977 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 Adjustable-rate loans included in the loan portfolio amounted to $95,429,990, and $86,111,104 at June 30, 1998 and 1997 respectively. One-to four-family residential real estate loans amounted to $81,257,000 and $78,359,000 at June 30, 1998 and 1997, respectively. Real estate construction loans are secured principally by single and multi-family dwelling units. Commercial real estate loans are secured principally by motels, medical centers, churches and fast food restaurants. Following is a summary of activity in the allowance for loan losses: June 30, 1998 1997 1996 Balance, beginning of period $ 706,487 627,564 572,341 Loans charged-off (326,382) (162,377) (5,167) Recoveries of loans previously charged off 132,108 - 390 Net charge-offs (194,274) (162,377) (4,777) Provision charged to expense 783,009 241,300 60,000 Balance, end of period $ 1,295,222 706,487 627,564 The Company ceased recognition of interest income on loans with a book value of $533,000, $1,380,000 and $546,000 for June 30, 1998, 1997 and 1996, respectively. The average balance of nonaccrual loans for the year ended June 30, 1998 was approximately $1,180,000. Allowance for losses on nonaccrual loans amounted to approximately $54,000 at June 30, 1998. Interest income of approximately $15,000, $98,000 and $22,000 was recognized on these loans for the years ended June 30, 1998, 1997 and 1996, respectively. Gross interest income would have been approximately $46,000, $124,000 and $47,000 for the years ended June 30, 1998, 1997 and 1996, respectively, if the interest payments had been received in accordance with the original terms. The Savings Bank is not committed to lend additional funds to customers whose loans have been placed on nonaccrual. Of the above nonaccrual loans at June 30, 1998, 1997, and 1996 $316,000, $-0-, and -0-, respectively, was considered to be impaired. The average balance of impaired loans for the years ended June 30, 1998, 1997, and 1996 was $297,000, $-0-, and -0-, respectively. Interest income recognized on these loans for the year ended June 30, 1998 was $4,700. Gross interest income on these loans would have been $29,000 for the year ended June 30, 1998 if the interest payments had been received in accordance with the original terms. Allowance for loan losses on all of the impaired loans for 1998 was $32,000. Following is a summary of loans to directors, executive officers and loans to corporations in which executive officers and directors have a substantial interest: Balance, June 30, 1996 $ 455,734 Additions 175,900 Repayments (57,629) Balance, June 30, 1997 574,005 Additions 86,956 Repayments (202,525) Balance, June 30, 1998 $ 458,436 These loans were made on substantially the same terms as those prevailing at the time for comparable transactions with unaffiliated persons. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 NOTE 4: Accrued Interest Receivable Accrued interest receivable is summarized as follows: June 30, 1998 1997 Investment securities $ 216,380 371,414 Mortgage-backed and related securities 83,443 172,435 Loans receivable 607,955 536,118 $ 907,778 1,079,967 NOTE 5: Foreclosed Real Estate Foreclosed real estate consists of the following: June 30, 1998 1997 Foreclosed real estate $ 171,721 390,135 Allowance for losses - (335,297) $ 171,721 54,838 Activity in the allowance for losses for foreclosed real estate is as follows: June 30, 1998 1997 1996 Balance, beginning of period $ 335,297 335,297 419,109 Charge-offs and recoveries, net (283,747) 176,533 440 Provisions (credit) for losses on foreclosed real estate (51,550) (176,533) (84,252) Balance, end of period $ 0 335,297 335,297 NOTE 6: Premises and Equipment Following is a summary of premises and equipment: June 30, 1998 1997 Land $ 342,042 342,042 Buildings and improvements 2,175,325 2,227,863 Furniture, fixtures, and equipment 1,297,611 1,395,624 Automobiles 62,821 58,246 3,877,799 4,023,775 Less accumulated depreciation (1,994,735) (2,341,700) 1,883,064 1,682,075 Depreciation expense for the years ended June 30, 1998, 1997 and 1996 was $189,522, $157,252 and $123,160, respectively. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 NOTE 7: Deposits Deposits are summarized as follows: June 30, 1998 1997 Non-interest bearing accounts $ 2,590,177 1,170,071 NOW accounts 7,510,236 7,786,764 Money market deposit accounts 8,250,437 8,300,850 Savings accounts 7,318,578 7,639,863 Total transactions accounts 25,669,428 24,897,548 Certificates: 4.00 - 4.99% 8,850,236 21,003,577 5.00 - 5.99% 74,667,090 72,566,220 6.00 - 6.99% 120,183 123,112 7.00 - 7.99% 25,949 28,339 8.00 - 8.99% 58,372 67,455 9.00 - 9.99% 19,178 18,350 Total certificates, 5.16% and 5.13%, respectively 83,741,008 93,807,053 Total deposits $ 109,410,436 118,704,601 Weighted-average rates - deposits 4.59% 4.62% The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was $12,021,623 and $19,892,987 at June 30, 1998 and 1997, respectively. Certificate maturities at June 30, 1998 are summarized as follows: July 1, 1998 to June 30, 1999 $ 73,907,218 July 1, 1999 to June 30, 2000 3,138,413 July 1, 2000 to June 30, 2001 5,715,049 July 1, 2001 to June 30, 2002 657,514 July 1, 2002 to June 30, 2003 310,548 Thereafter 12,266 $ 83,741,008 Interest expense on deposits is summarized as follows: Year Ended June 30, 1998 1997 1996 NOW accounts $ 186,254 178,055 159,335 Money market deposit accounts 240,803 236,953 259,926 Savings accounts 202,143 199,583 178,847 Certificates of deposit 4,521,491 4,947,675 5,268,374 $ 5,150,691 5,562,266 5,866,482 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 NOTE 8: Advances from Federal Home Loan Bank of Des Moines Advances from Federal Home Loan Bank of Des Moines are summarized as follows: Callable or Quarterly Interest 1998 1997 Maturity Thereafter Rate 7-31-97 - 5.70 $ - 13,250,000 8-27-08 - 5.97 159,238 169,006 9-08-08 - 5.80 109,667 116,315 1-22-08 1-22-99 4.79 16,800,000 - 2-06-08 2-06-01 5.17 3,000,000 - 7-03-98 - 5.69 1,000,000 - $ 21,068,905 13,535,321 Weighted average rate 4.97% 5.71% Advances from Federal Home Loan Bank of Des Moines are secured by FHLB stock and single-family mortgage loans of $31,603,000. Schedule principal maturities of advances from Federal Home Loan Bank of Des Moines over the next five years are as follows: July 1, 1998 to June 30, 1999 $ 1,017,849 July 1, 1999 to June 30, 2000 19,166 July 1, 2000 to June 30, 2001 20,852 July 1, 2001 to June 30, 2002 22,853 July 1, 2002 to June 30, 2003 24,457 NOTE 9: Employee Benefits On July 1, 1995 the Savings Bank adopted a 401(k) profit sharing plan that covers substantially all eligible employees. Contributions to the plan are at the discretion of the Board of Directors of the Savings Bank. During 1998, 1997 and 1996 there were no contributions made to the plan. The Savings Bank established a tax-qualified employee stock ownership plan (ESOP). The plan covers substantially all employees who have attained the age of 21 and completed one year of service. The Savings Bank makes contributions to the ESOP equal to the ESOP's debt service less dividends on unallocated ESOP shares used to repay the ESOP Loan. Dividends on allocated ESOP shares are paid to participants of the ESOP. The ESOP shares are pledged as collateral on the ESOP loan. Shares are released from collateral and allocated to participants based on pro-rata compensation as the loan is repaid over seven years. Effective July 1, 1998 the loan terms were modified and principal payments were extended an additional four years. Benefits are vested over five years. Forfeitures are allocated on the same basis as other contributions. Benefits are payable upon a participant's retirement, death, disability or separation of service. The purchase of the shares of the ESOP has been recorded in the consolidated financial statements through a credit to common stock and additional paid-in capital with a corresponding charge to a contra equity account for the unreleased shares. As shares are committed to be released from collateral, the Savings Bank reports compensation expense equal to the average fair value of the ESOP shares committed to be released. The ESOP expense for 1998, 1997 and 1996 was $399,526, $308,847, and $308,436, respectively. The number of ESOP shares at June 30, 1998 were as follows: Allocated shares 85,096 Unreleased shares 51,011 Total ESOP shares 136,107 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 The fair value of unreleased ESOP shares at June 30, 1998 was $1,122,242. The Board of Directors of the Bank adopted a management recognition plan (MRP) for the benefit of non-employee directors and two MRPs for officers and key employees (who may also be directors). The Bank contributed 53,590 shares to the MRP. Subsequent to the reorganization an additional 17,826 shares were purchased from the Company by the MRP. During 1994 the Bank granted 17,825 shares of common stock to non-employee directors and 45,593 shares to officers and key employees. During 1998 the Bank granted 1,500 shares to a new executive officer. The market value of the common stock at the grant date was $19.875. The shares granted are in the form of restricted stock payable at the rate of 20% of such shares per year. Compensation expense in the amount of the fair market value of the common stock at the date of grant will be recognized pro rata over the five years during which the shares are payable. The Board of Directors can terminate the MRPs at any time, and if it does so, any shares not allocated will revert to the Company. The MRP expense for 1998, 1997 and 1996 was $123,658, $118,604 and $142,833, respectively. The Board of Directors has also adopted a stock option plan. The purpose of the plan is to provide additional incentive to certain directors, officers and key employees of the Bank. In connection with conversion to stock form in April 1994, the Bank has granted non-incentive options for 53,560 shares to non- employee directors and incentive options for 72,489 shares to certain officers and key personnel of which 2,000 shares have been forfeited. The stock options were granted at $10 per share which was equal to the market value at the date of grant. During 1998 10,000 additional shares were granted at $19.75 and 15,000 shares were granted at $19.875 which was equal to the market value at the date of the grants. All options are 100% vested at the grant date and options expire ten years from the date of the grant. In addition 29,491 shares are unallocated. Changes in options outstanding were as follows: Number of Weighted Average Shares Exercise Price Balance at June 30, 1995 124,049 $10.00 Granted - - Exercised 10,812 10.00 Balance at June 30, 1996 113,237 10.00 Granted - - Exercised 2,100 10.00 Balance at June 30, 1997 111,137 10.00 Granted 25,000 19.83 Exercised 17,812 10.00 Balance at June 30, 1998 118,325 12.08 The Company has estimated the fair value of awards granted under its stock option plan during 1998 utilizing the Black- Scholes pricing model. For the options granted in 1998 the Company has applied Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, no compensation expense has been recognized for its stock-based compensation plans. Had compensation cost for the Company's stock option plan been determined based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and diluted earnings per share would have been reduced by approximately $111,000, or $.07 per share in 1998. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 Following is a summary of the fair values of options granted using the Black-Scholes pricing model. 1998 Fair value at grant date $ 167,900 Assumptions: Expected dividend yield 5.00% Expected volatility 38.00% Risk-free interest rate 5.67% Weighted-average expected life 5 years The Bank adopted a directors' retirement plan. 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, whether before or after the reorganization date, according to the following schedule: Full Years of Service Non-Employee Director's on the Board Vested Percentage Less than 5 0% 5 to 9 50% 10 to 14 75% 15 or more 100% In the event that the participant dies before collecting any or all of the benefits, the Bank shall pay the participant's beneficiary. No benefits shall be payable to anyone other than the beneficiary, and shall terminate on the death of the beneficiary. The following table sets forth the directors' retirement plan's funded status and amounts recognized in the financial statements at June 30, 1998, 1997 and 1996: 1998 1997 1996 Actuarial present value of benefit obligations: Vested accumulated benefits $ 175,652 169,458 156,830 Nonvested accumulated benefits 13,228 15,478 13,689 Total accumulated benefits 188,880 184,936 170,519 Unrecognized prior service cost being recognized over four years 0 29,643 60,131 Unrecognized net obligation being recognized over four years 0 3,575 6,305 Adjustment to recognize minimum liability 0 (33,218) (66,436) (Under) over accrual 0 (2,175) 1,340 Accrued pension cost $ 188,880 182,761 171,859 Net pension cost includes the following components: Service costs - benefits earned during the year $ 1,319 2,783 2,783 Interest cost on benefit obligation 2,625 11,634 10,659 Amortization of prior service cost and net obligation 33,218 33,218 33,218 (Under) over accrual - (2,175) 1,340 Net pension cost $ 37,162 45,460 48,000 A discount rate of 7% was used in determining net pension cost. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 NOTE 10: Income Taxes On August 20, 1996 the Small Business Job Protection Act of 1996 was signed into law. Under the Act, tax bad debt reserves in excess of the base year level (June 30, 1988) are subject to recapture and payable in equal amounts over six years in tax years beginning July 1, 1996. Since the Bank's tax bad debt reserves were less than its base year level and other conditions were met, the Bank did not have any recapture. Provisions of the Act repealed the percentage of taxable income method for the Bank effective July 1, 1996. The Bank is permitted to make additions to the tax bad debt reserve using the experience method. SFAS No. 109 requires the Bank to establish a deferred tax liability for the tax bad debt reserves over the base year amounts. The Bank's base year tax bad debt reserves are $1,798,626. The estimated deferred tax liability on such amount is approximately $611,000, which has not been recorded in the accompanying consolidated financial statements. If these tax bad debt reserves are used for other than loan losses, the amount will be subject to Federal income taxes at the then prevailing corporate rate. The components of net deferred tax assets are summarized as follows: 1998 1997 Deferred tax assets: Provision for losses on loans and foreclosed real estate $ 408,314 354,224 Accrued compensation and benefits 113,834 83,635 Base year tax bad debt reserve at 12/31/87 in excess of current tax bad debt reserve 110,897 11,482 Unrealized loss on available for sale Securities 16,329 - Gross deferred tax assets 649,374 449,341 Valuation allowance (110,897) (11,482) Total deferred tax assets 538,477 437,859 Deferred tax liabilities: FHLB stock dividends 166,566 166,566 Purchase accounting adjustments 58,224 62,150 Premises and equipment, tax vs book accumulated depreciation 50,407 28,192 Unrealized gain on available for sale Securities - 3,187 Total deferred tax liabilities 275,197 260,095 Net deferred tax assets $ 263,280 177,764 The valuation allowance increased by $99,415 during the year ended June 30, 1998. Income taxes are summarized as follows: Year Ended June 30, 1998 1997 1996 Current: Federal $ 548,500 358,000 496,658 State 39,500 82,700 93,855 588,000 440,700 590,513 Deferred: Federal (65,000) (900) 60,898 State (1,000) - 2,000 (66,000) (900) 62,898 $ 522,000 439,800 653,411 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 The provision for income taxes varies from the amount of income tax determined by applying the statutory Federal income tax rate to income before income taxes as a result of the following differences: Year Ended June 30, 1998 1997 1996 Tax at statutory Federal rate $ 539,397 508,125 720,777 Increase (reduction) in taxes resulting from: Nontaxable municipal income (98,135) (121,946) (150,428) State tax, net of Federal benefit 26,070 54,582 63,264 Nondeductible ESOP expenses 66,463 35,632 38,625 Other, net (11,795) (36,593) (18,827) Actual provision $ 522,000 439,800 653,411 Deferred income tax expense represents the tax effects of reporting income and expense in different periods for financial reporting purposes than tax purposes as follows: Year Ended June 30, 1998 1997 1996 FHLB stock dividend $ - - 10,200 Accrued income and expense (30,199) (16,820) (10,302) Purchase accounting adjustments (3,926) (3,922) 31,554 Provision for losses on loans and foreclosed real estate (54,090) 9,134 15,664 Premises and equipment, tax vs book accumulated depreciation 22,215 10,708 15,782 $ (66,000) (900) 62,898 NOTE 11: Stockholders' Equity and Regulatory Capital The Bank is 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 Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital and Tier I risk- based capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average total assets (as defined). Management believes, as of June 30, 1998, that the Bank meets all capital adequacy requirements to which it is subject. As of June 30, 1998, the most recent notification from the Federal Deposit Insurance Corporation 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 I risk-based, and Tier I 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. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 The following table summarizes the Bank's actual and required regulatory capital as of June 30, 1998 and 1997: To Be Well Capitalized Under Prompt Corrective For Capital Action Actual Adequacy Purposes Provisions Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) As of June 30, 1998: Total Capital (to Risk-Weighted Assets) $22,257 25.5% $6,970 38.0% $8,712 >10.0% Tier I Capital (to Risk-Weighted Assets) 21,167 24.3% 3,485 34.0% 5,227 >6.0% Tier I Capital (to Average Assets) 21,167 13.7% 6,196 34.0% 4,356 >5.0% As of June 30, 1997: Total Capital (to Risk-Weighted Assets) 21,253 25.6% 6,722 38.0% 8,402 >10.0% Tier I Capital (to Risk-Weighted Assets) 20,816 24.8% 3,360 34.0% 5,041 >6.0% Tier I Capital (to Average Assets) 20,816 13.4% 4,680 34.0% 7,798 >5.0% The Bank's ability to pay dividends on its common stock to the Company is restricted to maintain adequate capital as shown in the above table. NOTE 12: Commitments and Contingencies In the ordinary course of business, the Bank has various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. The Bank is involved in litigation and investigations of a routine nature which are being defended and handled in the ordinary course of business. These matters are not considered significant to the Company's financial condition. NOTE 13: Off-Balance-Sheet and Credit Risk The Company's consolidated financial statements do not reflect various financial instruments to extend credit to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the statement of financial condition. A summary of the Company's commitments to extend credit and standby letters of credit is as follows: Contract or Notional Amount June 30, 1998 1997 Commitments to extend credit $ 3,132,428 2,081,671 Standby letters of credit $ 40,710 126,370 At June 30, 1998, total commitments to originate fixed rate loans were $270,000 at interest rates ranging from 7.5% to 8.5%. Commitments to extend credit and standby letters of credit include exposure to some credit loss in the event of nonperformance of the customer. The Company's policies for credit commitments and financial guarantees are the same as those for extension of credit that are recorded in the statement of financial condition. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 The Company grants collateralized commercial, real estate, and consumer loans to customers in southeast Missouri. Although the Company has a diversified portfolio, loans aggregating $84,391,000 at June 30, 1998, are secured by single and multifamily residential real estate in the Company's primary lending area. NOTE 14: Earnings Per Share The following table sets forth the computations of basic and diluted earnings per common share for the year ended June 30: 1998 1997 1996 Numerator - net income $ 1,064,463 1,054,687 1,466,522 Denominators Denominator for basic earnings per share - Weighted average shares Outstanding 1,532,910 1,549,032 1,639,509 Common equivalent shares due to stock options under treasury stock method 51,563 38,072 40,481 Denominator for diluted earnings per share 1,584,473 1,587,104 1,679,990 Basic earnings per common share $ .69 .68 .89 Diluted earnings per common share $ .67 .67 .87 NOTE 15: Fair Value of Financial Instruments The carrying amounts and estimated fair values of the Company's financial instruments at June 30, 1998 and 1997, are summarized as follows: 1998 1997 Carrying Fair Carrying Fair Amount Value Amount Value Non-trading instruments and nonderivatives: Cash and cash equivalents $ 4,326,474 4,326,474 3,425,175 3,425,175 Certificates of deposits - - 91,199 91,199 Investment and mortgage-backed and related securities: Available for sale 23,506,508 23,506,508 39,577,474 39,577,474 Held to maturity 4,645,407 4,796,884 4,780,845 4,904,989 Stock in FHLB of Des Moines 1,053,500 1,053,500 1,519,700 1,519,700 Loans receivable, net 119,083,215 120,374,197 107,782,977 108,874,000 Accrued interest receivable 907,778 907,778 1,079,967 1,079,967 Deposits 109,410,436 109,379,862 118,704,601 118,228,000 Advances from FHLB of Des Moines 21,068,905 21,010,601 13,535,321 13,489,000 The following methods and assumptions were used in estimating the fair values of financial instruments: Cash and cash equivalents and certificates of deposit are valued at their carrying amounts due to the relatively short period to maturity of the instruments. Fair values of securities and mortgage-backed and related securities are based on quoted market prices or, if unavailable, quoted market prices of similar securities. SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 Stock in FHLB of Des Moines is valued at cost, which represents redemption value and 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. Deposits with no defined maturities, such as NOW accounts, savings accounts and money market deposit accounts, are valued at the amount payable on demand at the reporting date. The fair value of certificates of deposit is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities. Fair value of advances from the FHLB of Des Moines is estimated by discounting maturities using an estimate of the current market for similar instruments. The carrying amounts of accrued interest approximates their fair value. NOTE 16: Condensed Parent Company Only Financial Statements The following condensed statements of financial condition and condensed statements of income and cash flows for Southern Missouri Bancorp, Inc. should be read in conjunction with the consolidated financial statements and the notes thereto. STATEMENTS OF FINANCIAL CONDITION At June 30, Assets 1998 1997 Cash $ 266,599 785,511 Investment securities - available for sale 2,087,247 3,766,328 ESOP note receivable 510,114 714,160 Accrued interest receivable 62,026 106,016 Other assets 77,165 27,821 Equity in net assets of the Bank 21,144,543 21,031,774 Total assets $ 24,147,694 26,431,610 Liabilities and Stockholders' Equity Accrued expenses and other Liabilities $ 35,809 31,367 Total liabilities 35,809 31,367 Stockholders' equity 24,111,885 26,400,243 Total liabilities and stockholders' equity $ 24,147,694 26,431,610 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 AND 1996 STATEMENTS OF INCOME Year Ended June 30, 1998 1997 1996 Interest income $ 279,740 376,383 434,458 Dividend from Bank 1,447,206 400,000 300,000 1,726,946 776,383 734,458 Operating expenses 202,714 167,246 154,690 Income before income taxes and equity in undistributed income of the Bank 1,524,232 609,137 579,768 Income taxes 7,500 48,161 62,493 Income before equity in undistributed income of the Bank 1,516,732 560,976 517,275 Equity in undistributed income of the Bank (452,269) 493,711 949,247 Net income $ 1,064,463 1,054,687 1,466,522 STATEMENTS OF CASH FLOWS Year Ended June 30, 1998 1997 1996 Cash flows from operating activities: Net income $ 1,064,463 1,054,687 1,466,522 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed Income of the Bank 452,269 (493,711) (949,247) Amortization of premiums (discounts) on investment securities 29,900 33,012 93,996 Other adjustments, net 11,420 8,747 36,584 Net cash provided by operating activities 1,558,052 602,735 647,855 Cash flows from investing activities: Principal collected on loan to ESOP 204,046 204,046 204,045 Purchase of investment securities, available for sale - - (2,075,386) Proceeds from maturities of investment securities, available for sale 1,625,000 870,000 2,950,000 Purchase of fixed assets - - (10,375) Net cash provided by investing activities 1,829,046 1,074,046 1,068,284 Cash flows from financing activities: Dividends on common stock (769,485) (770,517) (765,035) Exercise of stock options 178,120 21,000 108,120 Payments to acquire treasury Stock (3,314,645) (1,010,153) (1,799,150) Net cash used in financing activities (3,906,010) (1,759,670) (2,456,065) Net decrease in cash and cash equivalents (518,912) (82,889) (739,926) Cash and cash equivalents at beginning of period 785,511 868,400 1,608,326 Cash and cash equivalents at end of period $ 266,599 785,511 868,400 SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1998, 1997 and 1996 NOTE 17: Quarterly Financial Data (Unaudited) Quarterly operating data for the years ended June 30 is summarized as follows (in thousands): First Second Third Fourth 1998: Quarter Quarter Quarter Quarter Interest income $ 2,876 2,897 2,842 2,829 Interest expense 1,607 1,589 1,514 1,502 Net interest income 1,269 1,308 1,328 1,327 Provision for loan losses 23 114 263 383 Noninterest income 173 179 161 284 Noninterest expense 867 902 987 904 Income before income taxes 552 471 239 324 Income taxes 195 178 76 73 Net income $ 357 293 163 251 First Second Third Fourth 1997: Quarter Quarter Quarter Quarter Interest income $ 2,876 2,822 2,821 2,889 Interest expense 1,582 1,538 1,607 1,591 Net interest income 1,294 1,284 1,214 1,298 Provision for loan losses 18 22 23 178 Noninterest income 144 150 165 159 Noninterest expense 1,615 806 754 797 Income (loss) before income taxes (195) 606 602 482 Income taxes (97) 181 187 169 Net income (loss) $ (98) 425 415 313 DIRECTORS AND OFFICERS SOUTHERN MISSOURI BANCORP DIRECTORS: Thadis R. Seifert Chairman of the Board Retired former executive vice president of Savings Bank Leonard M. Ehlers Vice-Chairman Retired court reporter of the 36th Judicial Circuit Donald R. Crandell President Chief Executive Officer Samuel H. Smith Engineer and majority owner of S.H. Smith and Company, Inc. James W. Tatum Retired certified public accountant Ron Black Executive Director General Association of General Baptist Douglas Bagby General Manager Municipal Utilities of City of Poplar Bluff OFFICERS: Donald R. Crandell President Chief Executive Officer Greg Steffens Vice President Chief Financial Officer SOUTHERN MISSOURI BANK AND TRUST DIRECTORS: Leonard W. Ehlers Chairman of the Board Retired court reporter of the 36th Judicial Circuit James W. Tatum Vice Chairman Retired certified public accountant Donald R. Crandell President Chief Executive Officer Thadis R. Seifert Retired former executive vice president of Savings Bank Samuel H. Smith Engineer and majority owner of S.H. Smith and Company, Inc. Ron Black Executive Director General Association of General Baptists Douglas Bagby General Manager Municipal Utilities of City of Poplar Bluff OFFICERS: Donald R. Crandell President Chief Executive Officer Wilma Case Senior Vice President Chief Operations Officer Kent Nichols Senior Vice President Chairman Loan Department Greg Steffens Vice President Chief Financial Officer CORPORATE INFORMATION CORPORATE HEADQUARTERS TRANSFER AGENT 531 Vine Street Registrar and Transfer Company Poplar Bluff, Missouri 63901 10 Commerce Drive Cranford, New Jersey 07016 INDEPENDENT AUDITORS COMMON STOCK Kraft, Miles and Tatum, LLC Nasdaq Stock Market Poplar Bluff, Missouri 63901 Nasdaq Symbol: SMBC SPECIAL COUNSEL Breyer & Aguggia, LLP Washington, D.C. ANNUAL MEETING The Annual Meeting of Stockholders will be held Monday, October 19, 1998, at 9:00 a.m., Central Time, at the Greater Poplar Bluff Area Chamber of Commerce Building, 1111 West Pine, Poplar Bluff, Missouri 63901. FORM 10-KSB A copy of Form 10-KSB, including financial statement schedules as filed with the Securities and Exchange Commission will be furnished without charge to stockholders as of the record date upon written request to the Secretary, Southern Missouri Bancorp, Inc., 531 Vine Street, Poplar Bluff, Missouri 63901. EX-13 6 [ARTICLE] 9 [PERIOD-TYPE] YEAR [FISCAL-YEAR-END] JUN-30-1998 [PERIOD-END] JUN-30-1998 [CASH] 2,427,855 [INT-BEARING-DEPOSITS] 1,898,619 [FED-FUNDS-SOLD] 0 [TRADING-ASSETS] 0 [INVESTMENTS-HELD-FOR-SALE] 23,506,508 [INVESTMENTS-CARRYING] 4,645,407 [INVESTMENTS-MARKET] 4,796,884 [LOANS] 119,083,215 [ALLOWANCE] 1,295,222 [TOTAL-ASSETS] 155,947,058 [DEPOSITS] 109,410,436 [SHORT-TERM] 1,000,000 [LIABILITIES-OTHER] 1,355,832 [LONG-TERM] 20,068,905 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [COMMON] 17,646,790 [OTHER-SE] 6,465,095 [TOTAL-LIABILITIES-AND-EQUITY] 155,947,058 [INTEREST-LOAN] 9,175,090 [INTEREST-INVEST] 2,118,728 [INTEREST-OTHER] 150,030 [INTEREST-TOTAL] 11,443,848 [INTEREST-DEPOSIT] 5,150,691 [INTEREST-EXPENSE] 6,211,479 [INTEREST-INCOME-NET] 5,232,369 [LOAN-LOSSES] 783,000 [SECURITIES-GAINS] 79,403 [EXPENSE-OTHER] 3,660,200 [INCOME-PRETAX] 1,584,463 [INCOME-PRE-EXTRAORDINARY] 1,586,463 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] 1,064,463 [EPS-PRIMARY] .69 [EPS-DILUTED] .67 [YIELD-ACTUAL] 7.56 [LOANS-NON] 533,000 [LOANS-PAST] 804,000 [LOANS-TROUBLED] 0 [LOANS-PROBLEM] 5,531,000 [ALLOWANCE-OPEN] 706,487 [CHARGE-OFFS] 326,382 [RECOVERIES] 132,108 [ALLOWANCE-CLOSE] 1,295,222 [ALLOWANCE-DOMESTIC] 1,295,222 [ALLOWANCE-FOREIGN] 0 [ALLOWANCE-UNALLOCATED] 21,000
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