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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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MIC-Info: RSA-MD5,RSA,
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wHiGUf6yBFABmHTOl8kCGg==
The increase in nonperforming loans from June 30, 2000 to December 31, 2000 was primarily due to one of the Company's
borrowers who has experienced cash flow problems on residential rental units due to increased vacancy rates. The aggregate indebtedness related to this borrower totals $816,000, of which $626,000 is past due 90 days or more. These loans are currently
in the process of collection and anticipated losses have been considered in the allowance for loan losses. Asset and Liability Management and Market Risk
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23406
(Exact name of registrant as specified in its charter)Missouri
(State or jurisdiction of incorporation)43-1665523
(IRS employer id. no.)
531 Vine Street, Poplar Bluff, MO
(Address of principal executive offices)63901
(Zip
code)
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable
date:
Class
Common Stock, Par Value $.01Outstanding at January 31, 2001
1,260,868 Shares
FORM 10-QSB
PART I. Financial Information (Unaudited) PAGE NO. Item 1. Consolidated Financial Statements (Unaudited) - Consolidated Statements of Financial Condition 3 - Consolidated Statements of Income and
Comprehensive Income
4 - Consolidated Statements of Cash Flows 5-6 - Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
8-12 PART II. OTHER INFORMATION 13 Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security-Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 - Signature Page 14
PART I Item 1.Financial Information
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2000 AND JUNE 30, 2000
(UNAUDITED)
ASSETS
December 31, 2000
June 30, 2000 Cash and cash equivalents
$ 5,634,217
$ 4,470,373 Investment and mortgage-backed securities
Available for sale - at estimated market value
(amortized cost $33,943,542 and $35,910,780 at December 31,
2000 and June 30, 2000, respectively)33,919,266
34,910,850 Stock in Federal Home Loan Bank of Des Moines
2,150,000
1,850,000 Loans receivable, net
168,570,820
138,424,750 Accrued interest receivable
1,590,605
1,151,557 Foreclosed real estate, net
723,295
463,591 Premises and equipment
4,311,408
2,549,357 Goodwill
3,754,139
- Prepaid expenses and other assets
209,976
570,690 Total Assets
$220,863,726
$184,391,168
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
$152,618,906
$123,920,293 Advances from FHLB of Des Moines
39,500,000
37,000,000 Securities sold under agreements to repurchase
3,742,146
- Advances from borrowers for taxes and insurance
163,442
334,841 Accounts payable and other liabilities
586,298
723,061 Accrued interest payable
1,531,018
956,386 Total Liabilities
198,141,810
162,934,581
Commitments and contingencies
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 issued18,032
18,032 Additional paid-in capital
17,533,834
17,517,834 Retained earnings, substantially restricted
14,957,050
14,438,957 Treasury stock of 542,333 shares at 12/31/00 and
549,352 shares at 6/30/00, at cost(9,383,799)
(9,451,693) Unearned employee benefits
(387,907)
(436,587) Accumulated other comprehensive income
(15,294)
(629,956) Total stockholders' equity
22,721,916
21,456,587 Total Liabilities and Stockholders' Equity
$220,863,726
$184,391,168
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)
Three-months ended
December 31,Six-months ended
December 31
2000
1999
2000
1999
INTEREST INCOME:
Loans receivable
$3,476,939
$2,354,659
$6,581,355
$4,680,255
Investment securities
378,031
368,528
757,204
721,882
Mortgage-backed and related securities
201,244
215,785
408,185
442,739
Other interest-earning assets
25,622
16,454
49,438
33,737
Total interest income
4,081,836
2,955,426
7,796,182
5,878,613
INTEREST EXPENSE:
Deposits
1,927,305
1,287,612
3,568,254
2,594,211
Other borrowings
465,657
333,300
1,045,521
596,645
Total interest expense
2,392,962
1,620,912
4,613,775
3,190,856
NET INTEREST INCOME
1,688,874
1,334,514
3,182,407
2,687,757
PROVISION FOR LOAN LOSSES
60,000
15,000
230,000
35,000
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES1,628,874
1,319,514
2,952,407
2,652,757
NONINTEREST INCOME:
Loss on sale of available for sale securities
-
(3,250)
-
(21,205)
Banking service charges
126,952
93,568
261,823
180,823
Late charges and other fees
22,336
16,889
46,339
34,886
Gain on sale of branches
-
-
633,538
-
Other income
55,016
40,911
87,678
65,077
Total noninterest income
204,304
148,118
1,029,378
259,581
NONINTEREST EXPENSE:
General and administrative:
Compensation and benefits
667,230
542,077
1,282,568
1,030,209
Occupancy and equipment
193,285
137,986
377,689
259,994
SAIF deposit insurance premiums
6,235
17,716
12,657
35,463
Professional fees
62,887
44,472
122,717
78,300
Advertising
36,492
28,322
83,103
50,530
Postage and office supplies
58,881
33,244
131,838
73,146
Amortization of goodwill
63,814
-
85,086
-
Abandonment of premises and equipment
-
-
125,338
-
Other operating expenses
185,062
126,391
483,238
230,726
Total noninterest expense
1,273,886
930,208
2,704,234
1,758,368
INCOME BEFORE INCOME TAXES
559,292
537,424
1,277,551
1,153,970
PROVISION FOR INCOME TAXES
177,849
177,381
445,101
393,321
NET INCOME
381,443
360,043
832,450
760,649
OTHER COMPREHENSIVE INCOME, NET OF
TAX:
Unrealized gains (losses) on AFS securities
399,378
(296,076)
614,662
(318,697)
Adjustment for losses included in net income
-
2,048
-
13,359
Total other comprehensive income
399,378
(294,028)
614,662
(305,338)
COMPREHENSIVE INCOME
$ 780,821
$ 66,015
$1,447,112
$ 455,311
Basic earnings per common share
$0.31
$0.27
$0.68
$0.57
Diluted earnings per common share
$0.31
$0.27
$0.68
$0.57
Dividends per common share
$0.125
$0.125
$0.25
$0.25
See Notes to Consolidated Financial Statements
SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIRY
CONSOLIDATED (UNAUDITED) STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDING DECEMBER 31, 2000 AND DECEMBER 31, 1999
Six-months ended
December 31,
2000
1999 Cash Flows From Operating Activities:
Net income
$ 832,450
$ 760,649 Items not requiring (providing) cash:
Depreciation and amortization
199,208
126,493 Amortization of goodwill
85,086
- Provision for abandonment of premises and equipment
125,338
- MRP expense and ESOP expense
64,680
106,022 Loss on sale of mortgage-backed securities,
available for sale-
21,205 Provision for loan losses
230,000
35,000 Net amortization of deferred income, premiums, and discounts
18,022
32,733 Net gain on sale of branches
(633,538)
- Changes in:
Accrued interest receivable
(103,963)
(16,256) Prepaid expenses and other assets
71,262
8,056 Accounts payable and other liabilities
(141,992)
(201,367) Accrued interest payable
394,613
(90,588) Net cash provided by operating activities
1,141,166
781,947
Cash flows from investing activities:
Net increase in loans
(14,034,620)
(5,065,642) Net cash received in acquisition of branches
14,021,579
- Net cash paid in sale of branches
(4,153,644)
- Proceeds from sales of investment securities, available-for-sale
-
1,034,500 Proceeds from sales of mortgage-backed securities, available-for-sale
-
3,365,084 Proceeds from maturing investment securities, available-for-sale
1,350,000
65,000 Proceeds from maturing mortgage-backed securities, available-for-sale
599,215
1,536,186 Purchase of Federal Home Loan Bank stock
(300,000)
(271,500) Purchase of investment securities, available-for-sale
-
(2,759,750) Purchase of mortgage-backed-securities, available-for-sale
-
(1,976,250) Purchase of premises and equipment
(677,268)
(98,328) Proceeds from sale of foreclosed real estate
257,813
107,998 Net cash used in investing activities
(2,936,925)
(4,062,702)
Cash flows from financing activities:
Net decrease in certificates of deposit
(4,075,087)
(2,843,045) Net increase in demand, NOW and Saving accounts
1,172,137
2,166,767 Net increase in securities sold under agreements to repurchase
3,742,146
- Net decrease in advances from borrowers for taxes and insurance
(133,130)
(154,812) Proceeds from Federal Home Loan Bank advances
68,000,000
107,050,000 Repayments of Federal Home Loan Bank advances
(65,500,000)
(100,350,000) Cash dividends paid
(314,357)
(334,940) Exercise of stock options
78,540
28,500 Purchase of treasury stock
(10,646)
(857,850) Net cash provided by financing activities
2,959,603
4,704,620
Increase in cash and cash equivalents
1,163,844
1,423,865
Cash and cash equivalents at beginning of period
4,470,373
4,068,675
Cash and cash equivalents at end of period
$ 5,634,217
$ 5,492,540
See Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(UNAUDITED)
Six-months ended
December 31,
2000
1999 Supplemental disclosures of
Cash flow information:
Noncash investing and financing activities:
Conversion of loans to foreclosed real estate and other assets
$338,257
$306,075 Conversion of foreclosed real estate to loans
4,889
87,000
Cash paid during the period for:
Interest (net of interest credited)
$1,894,208
$1,500,836 Income taxes
504,654
335,000
Supplemental information to the Consolidated Statements of Cash Flows relating to the branch acquisitions
Noncash investing and financing transactions relating to the two branch acquisitions that are not reflected in the Consolidated Statement of Cash Flows for the six months ended December 31, 2000 are listed below:
Fair value of assets acquired, excluding cash and cash equivalents acquired $27,249,092 Liabilities assumed (45,109,896) Goodwill 3,839,225 Net cash received in acquisition of branches 14,021,579
See Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1: Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule
10-01 of Securities and Exchange Commission ("SEC") Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of
management, all material adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months period ended December 31, 2000 are not necessarily
indicative of the results that may be expected for the entire fiscal year. For additional information, refer to the Company's June 30, 2000 Form 10-KSB, which was filed with the SEC and the Company's annual report, which contains the audited consolidated
financial statements for the fiscal years ended June 30, 2000 and 1999.
Note 2: Holding Company Formation, and Stock Issuance, Charter Conversions and State of Incorporation
Southern Missouri Bancorp, Inc. (the "Company"), a Missouri corporation, was originally incorporated in the State of Delaware on December 30, 1993 for the purpose of becoming a holding company for Southern Missouri Savings Bank, upon
its conversion from a state chartered mutual savings bank to a state chartered stock savings bank.
The Company's subscription and community stock offering was completed on April 13, 1994 with the issuance of 1,803,201 shares of common stock at a price of $10 per share. The stock offering provided net proceeds of approximately
$15.2 million after conversion costs and unearned compensation related to shares issued to the Employee Stock Ownership Plan ("ESOP") and Management Recognition Plan ("MRP").
On June 20, 1995, Southern Missouri Savings Bank converted from a state chartered stock savings bank to a federally chartered stock savings bank and changed its name to Southern Missouri Savings Bank, FSB.
On February 17, 1998, Southern Missouri Savings Bank, FSB 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. (the "Bank" or
"SMBT").
On October 19, 1998, the Company's stockholders approved a proposal to change the Company's state of incorporation from Delaware to Missouri. This reincorporation was completed on April 1, 1999.
Note 3: Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, SMBT, which in turn owns all of S.M.S. Financial Services, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Note 4: Earnings Per Share
Basic and diluted earnings per share are based upon the weighted-average shares outstanding. ESOP shares that have been committed to be released are considered outstanding. The following table summarizes basic and diluted earnings
per common share for the three and six months ended December 31, 2000 and 1999.
Three Months Ended
December 31,Six Months Ended
December 31,
2000
1999
2000
1999 Net income
$381,443
$360,043
$832,450
$760,649 Weighted-average shares -
Basic earnings per share
1,224,557
1,325,318
1,221,412
1,332,860 Stock options under treasury
Stock method
12,175
14,631
10,321
16,231 Weighted-average shares -
Diluted earnings per share
1,236,732
1,339,949
1,231,733
1,349,091 Basic earnings per common share
$ 0.31
$ 0.27
$ 0.68
$ 0.57 Diluted earnings per common share
$ 0.31
$ 0.27
$ 0.68
$ 0.57
Southern Missouri Bancorp, Inc. and Subsidiary
Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
The Company's performance is reliant on the operations of the Bank, since the Company has no significant assets other than the common stock of the Company and
$321,000 in investments and other assets. The Company's results of operations are primarily dependent on the difference (or "interest rate spread") between the average yield earned on its interest-earning assets and the average rate paid on
interest-bearing liabilities. Interest-earning assets consist primarily of loans receivable, investment securities, mortgage-backed and related securities ("MBS") and other investments while interest bearing liabilities consist primarily of retail
deposits and Federal Home Loan Bank ("FHLB") advances. The interest rate spread is affected by economic, regulatory, and competitive factors, which influence interest rates, loan demand, prepayment rates and deposit flows. The Company remains 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.
The Company's results of operations are also affected by provisions for loan losses, non-interest income and non-interest
expenses, such as employee salary and benefits, occupancy expenses and other operational expenditures. The following discussion reviews the Company's consolidated financial condition at December 31, 2000 and the results of operations for the three and
six months periods ended December 31, 2000 and 1999, respectively.
Forward Looking Statements
This document, including information incorporated by reference, contains forward-looking statements about the Company and its subsidiaries which we believe are
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest
rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such as "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to
identify these forward-looking statements. Forward-looking statements by the Company and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and are not guarantees of future
performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below, as well as other factors
discussed under the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and identified in our filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this
document:
Financial Condition
The Company's financial condition changed significantly from June 30, 2000, to December 31, 2000, due primarily to
both the Company's acquisition of two full-service banking facilities located in Kennett and Qulin, Missouri as well as the sale of two full-service banking facilities located in Malden and Ellington, Missouri. In the acquisition, the Company assumed
$44.7 million in deposits, received $14.0 million in cash, acquired $25.3 million in loans, assumed $1.6 million in premises and equipment and recorded $3.8 million in goodwill. In addition, the acquisition resulted in the consolidation of the Company's
former banking facility in Kennett into the acquired facility and the repayment of $7.0 million in FHLB advances. In the sale, the Company transferred $13.2 million in deposits along with loans of $8.5 million and cash of $4.1 million, resulting in
pretax gain on the sale of $634,000.
The Company's total assets increased by $36.5 million, or 19.8%, to $220.9 million at December 31, 2000, as
compared to $184.4 million at June 30, 2000, due primarily to the branch acquisitions. Loans increased by $30.1 million, of which $14.0 million was due to internally generated loan growth. Overall, loan growth has continued to exceed internal growth
targets, in part due to strong local economic conditions and the addition of several experienced loan officers. As a result of the branch acquisitions, branch sales and internal loan production, the composition of the loan portfolio has changed. During
this period, loans secured by commercial real estate, commercial business loans, residential loans and consumer loans increased $10.9 million, $6.5 million, $9.7 million and $3.0 million, respectively.
The Company's deposits increased $28.7 million, or 23.2%, to $152.6 million at December 31, 2000 as compared to $123.9
million at June 30, 2000. The increase was primarily due to the branch acquisitions, partially offset by the branch sales. The composition of the Company's deposits has also changed as transaction and savings accounts increased to $55.4 million at
December 31, 2000 as compared to $33.9 million at June 30, 2000. In addition, outstanding FHLB advances increased from $37.0 million at June 30, 2000 to $39.5 million at December 31, 2000 in order to partially fund internally generated loan growth. As a
result of these changes, the average cost of the Company's interest bearing liabilities declined.
Results of Operations - Comparison of the three and six-month periods ended December 31, 2000 and 1999.
Net Income. The Company's net income for the three and six-month period ended December 31, 2000 was $381,000 and
$832,000, respectively, as compared to $360,000 and $761,000 earned during the same periods in the prior year. Increased earnings recorded during the three and six-month periods ended December 31, 2000, primarily reflect the gain realized on the sale of
the two branches and increased net interest income, partially offset by higher non-interest expense and an increase in the provision for loan losses.
Net Interest Income. Net interest income increased $354,000, or 26.6%, to $1.7 million for the three-month
period ended December 31, 2000 when compared to the same period last year. The increase was primarily due to the 35 basis point increase in the average net interest rate spread between interest-earning assets and interest-bearing liabilities for the
three-month period to 3.06% from 2.71%, partially offset by a 9 basis point decline in the ratio of interest-earning assets to interest-bearing liabilities from 1.14% to 1.05%.
Net interest income increased $495,000, or 18.4%, to $3.2 million for the six-month period ended December 31, 2000 when
compared to the same period last year. The increase was primarily due to the 20 basis point increase in the average interest rate spread between interest-earning assets and interest-bearing liabilities for the six-month period to 2.99% from 2.79%,
partially offset by a 9 basis point decline in the ratio of interest-earning assets to interest-bearing liabilities from 1.14% to 1.05%.
Interest Income. Interest income for the three-month period ended December 31, 2000 increased $1.1
million, up 38.1% from the $3.0 million earned during the same period last year. The increase was primarily due to a $42.6 million or 26.2% increase in average interest-earning assets and a 68 basis point increase in the average yield earned on these
assets, to 7.94% from 7.26%. Interest income for the six-month period ended December 31, 2000 increased $1.9 million, up 32.6% from the $5.9 million earned during the same period last year. The increase was mostly attributed to a $36.9 million rise in
average interest-earning assets and a 58 basis point increase in the average yield earned on these assets, to 7.86% from 7.28%. A general rise in average interest rates and an increased concentration of higher yielding commercial loans also contributed
to the increase in interest income over each respective period.
Interest Expense. Interest expense for the three-month period ended December 31, 2000 increased
$772,000, up 47.6% from $1.6 million during the same period last year. The increase was primarily due to a $53.7 million, or 37.7% increase in average interest-bearing liabilities and a 33 basis point increase in the average cost of these liabilities, to
4.88% from 4.55%. Interest expense for the six-month period ended December 31, 2000 increased $1.4 million or 44.6% from $3.2 million during the same period last year. The increase was largely due to a $47.5 million, or 33.5% increase in average
interest-bearing liabilities and a 37 basis point increase in the average cost of these liabilities, to 4.87%, from 4.50%.
Provision for Loan Losses. The provision for loan losses for the three and six-month periods ended December 31, 2000
was $60,000 and $230,000, respectively as compared to the $15,000 and $35,000 for the same periods of the prior year. The increase in the provision was the result of the Company's loan growth and the resolution of several problem loans, which resulted in
charge offs. (see "Loan Loss Activity" and "Nonperforming Assets").
Noninterest Income.Noninterest income for the three months ended December 31, 2000 increased $56,000, or 37.9%
from the same period of the prior year. The increase was primarily due to a $33,000 increase in banking service charges and a $15,000 increase in other customer charges. Noninterest income for the six-month period ended December 31, 2000 increased
$770,000 from the same period last year. Exclusive of the $634,000 pretax gain realized on the sale of branches, noninterest income increased $136,000, to $396,000 as compared to the $260,000 earned during the same period of the prior year. The increase
was primarily due to a $81,000 increase in banking service charges, a $22,000 increase in other customer charges and a $21,000 reduction in loss realized on the sale of available-for-sale securities. Overall, the increase in banking service charges and
customer charges was primarily the result of changes in the Bank's fee structure, and its philosophy on the assessment of service charges, and the addition of customers from the acquisition.
Noninterest Expense. Noninterest expense for the three-month period ended December 31, 2000 increased $344,000,
to $1.3 million, as compared to the $930,000 expended during the same period last year. The increase was primarily due to increased expenses for compensation and benefits, occupancy, amortization of goodwill and other expenses of $125,000, $55,000,
$64,000 and $59,000, respectively. Increased compensation expense was primarily due to increased staffing levels due to the branch acquisitions, the addition of several loan officers, increased support staff and transitional labor cost related to the
acquisition. Increased occupancy expense was primarily due to an increase in depreciation expense due to the increased investment in premises and equipment. The increase in other operating expenses consisted primarily of an additional loss of
$33,000 incurred on the sale of the Company's former office in Kennett and other miscellaneous cost increases related to the branch acquisitions.
Noninterest expense for the six-month period ended December 31, 2000 increased $946,000, to $2.7 million, as compared to $1.8 million expended over the same period last year. Again, the increase was primarily due to increased
expenses for compensation and benefits, occupancy, amortization of goodwill and other expense of $252,000, $118,000, $85,000 and $253,000, respectively. The provision for abandonment of premises and equipment was for a $51,000 write down on the carrying
value of computer equipment and a $75,000 expense related to an adjustment in the carrying value of the Company's former office in Kennett. The increase in other operating expenses, other than as discussed above happened in the first quarter, and
consisted primarily of $66,000 in data processing conversion costs, $58,000 in check issuance charges for customers of the acquired branches and a $41,000 loss on real estate owned.
Provision for Income Taxes. The provision for income taxes for the three and six-month periods ended December
31, 2000 was $177,000 and $445,000, respectively, as compared to the $177,000 and $393,000 expended for the same period of the prior year. The increase for the current six months was attributed to increased income.
Allowance for Loan Loss Activity
The Company regularly reviews its allowance for loan losses and makes adjustments to its balance based on management's analysis of the loan portfolio, the amount
of non-performing and classified assets, as well as general economic conditions. Although the Company maintains its allowance for loan losses at a level that it considers sufficient to provide for losses, there can be no assurance that future losses will
not exceed internal estimates. In addition, the amount of the allowance for loan losses is subject to review by regulatory agencies, which can order the establishment of additional loss provisions. The following table summarizes changes in the allowance
for loan losses over the six months ended December 31, 2000 and 1999:
2000
1999 Balance, beginning of period
$1,276,953
$1,191,147 Loans charged off:
Residential real estate
(6,894)
(29,042) Commercial real estate
(48,273)
- Commercial
(191,247)
- Consumer
(114,699)
(144,359) Gross loans charged off
(361,113)
(173,401) Recoveries of loans previously charged off:
Residential real estate
200
375 Commercial real estate
1,039
- Consumer
23,592
59,582 Gross recoveries of loans charged off
24,831
59,957 Net charge offs
(336,282)
(113,444) Allowances of acquired loans
250,000
- Provision charged to expense
230,000
35,000 Balance, end of period
$1,420,671
$1,112,703
Ratio of net charge offs during the period
to average loans outstanding during the period.14%
.09%
The increase in charge offs over the six month period ended December 31, 2000, when compared to the same period of the
prior year was primarily due to the implementation of more aggressive loan collection procedures as well as the resolution of several problem commercial loans and a loan secured by commercial real estate.
The allowance for loan losses has been calculated based upon an evaluation of pertinent factors underlying the various types and quality of the Company's loans.
Management considers such factors as the repayment status of a loan, the estimated net fair value of the underlying collateral, the borrower's intent and ability to repay the loan, local economic conditions, and the Company's historical loss ratios. The
allowance for loan losses increased $144,000 to $1.4 million at December 31, 2000 from $1.3 million on June 30, 2000. At December 31, 2000, the Company had $4.8 million, or 2.9% of total assets adversely classified (substandard, doubtful, or loss) as
compared to adversely classified assets of $4.0 million, or 2.2% of assets at June 30, 2000.
Nonperforming Assets
The ratio of nonperforming assets to total assets and net loans receivable is another measure of asset quality. Nonperforming
assets of the Company include nonaccruing loans, accruing loans delinquent/past maturity 90 days or more and assets which have been acquired as a result of foreclosure or deed-in-lieu of foreclosure. The following table summarizes changes in the
Company's level of nonperforming assets over selected time periods:
Loans past maturity/delinquent 90 days or more
12/31/00
6/30/00
12/31/99 Residential real estate
$769,000
$ 64,000
$394,000 Commercial real estate
-
198,000
182,000 Commercial
99,000
169,000
60,000 Consumer
110,000
145,000
62,000 Total loans past maturity/delinquent 90+ days
978,000
576,000
698,000 Foreclosed real estate or other real estate owned
723,000
464,000
534,000 Total nonperforming assets
$1,701,000
$1,040,000
$1,232,000
Percentage nonperforming assets to total assets
0.76%
0.56%
0.72% Percentage nonperforming loans to net loans
0.58%
0.42%
0.57%
The goal of the Company's asset/liability management strategy is to manage the interest rate sensitivity of both interest-earning
assets and interest-bearing liabilities so as to maximize net interest income without exposing it or the Company to an excessive level of interest-rate risk. The Company 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-earning 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 the Company's current asset/liability strategy include (i) increasing loans receivable through the
origination of both fixed and adjustable-rate residential loans, (ii) growth in loans secured by commercial real estate and commercial business loans, which typically provide higher yields, increased credit risk and shorter repricing periods, (iii)
expanding the consumer loan portfolio by beginning to offer home equity lines-of-credit, which reprice monthly and typically provide higher average loan yields with a moderate increase in credit risk, (iv) active solicitation of less rate-sensitive
deposits, (v) offering a competitively priced savings and MMDA accounts, and (vi) the use of FHLB advances to help manage sensitivity to fluctuating interest rates. The degree to which each segment of the strategy is achieved will affect profitability
and exposure to interest-rate risk.
The Company has not used, and does not anticipate the use of, derivative financial instruments or other financial instruments for managing its exposure to
interest-rate risk or use in a trading account. Further, the Company is not subject to any foreign currency exchange rate risk, commodity price risk, equity price risk or risk to any hedge funds.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits, repurchase agreements, the receipt of principal and interest payments on loans and mortgage-backed
securities, investments and FHLB advances. While the scheduled repayments on loans and securities as well as the maturity of short-term investments are somewhat predictable sources of funding, deposit flows and loan prepayment rates are influenced by
many factors, which make their cash flows difficult to anticipate.
The Company uses its liquidity resources principally to satisfy its ongoing cash requirements which include funding loan commitments, funding maturing
certificates of deposit as well as deposit withdrawals, maintaining liquidity, purchasing investments, and meeting operating expenses. At December 31, 2000, the Company had outstanding commitments to fund approximately $16.1 million in mortgage and
non-mortgage loans. These commitments are expected to be funded through existing cash balances, cash flow from normal operations and, if needed, FHLB advances. At December 31, 2000, available credit at the FHLB was approximately $97.9 million, of which
$39.5 million had been advanced. Management believes that these and other liquidity resources will be sufficient to meets the Company's liquidity needs.
Regulatory Capital
The Bank is subject to minimum regulatory capital requirements equal to a leverage ratio (or core capital) of 4.0% of average
total assets, a tier I capital to risk-weighted assets of 4.0% and a risk-based capital ratio of 8.0% of risk-weighted assets. At December 31, 2000, the Bank exceeded all regulatory capital requirements with leverage capital of $18.3 million (8.53% of
average total assets), tier I capital of $18.3 million (13.2% of risk-based assets) and risk-based capital of $19.7 million (14.2% of risk-weighted assets). Under current regulatory guidelines, the Bank is considered to be "well-capitalized".
Southern Missouri Bancorp, Inc. and Subsidiary
Item 1 -
Legal Proceedings
The Company and the Bank are not involved in any pending legal proceedings other than legal proceedings incident to the business of the Company and the Bank, which involve aggregate amounts management believes to be
immaterial to the financial condition and results of operations of the Company and the Bank.
Item 2 -
Changes in Securities and use of Proceeds
None
Item 3 -
Defaults upon Senior Securities
Not applicable
Item 4 -
Submission of Matters to a Vote of Security-Holders
None
Item 5 -
Other Information
None
Item 6 -
Exhibits 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 Stock Option Plan**
10(b)
Southern Missouri Savings Bank, FSB Management
Recognition and Development Plans**
10(c)
Employment Agreements
(i)
Greg A. Steffens****
(ii)
James W. Duncan*****
10(d)
Director's Retirement Agreements***
(i)
Robert A. Seifert
(ii)
Thadis R. Seifert
(iii)
Leonard W. Ehlers
(iv)
James W. Tatum
(v)
Samuel H. Smith
(vi)
Sammy A. Schalk*****
(vii)
L. Douglas Bagby*****
(viii)
Ronnie D. Black*****
10(e)
Tax Sharing Agreement***
* Filed as an exhibit to the registrant's Registration Statement on Form S-1 (33-73746). ** Filed as an exhibit to the registrant's 1994 annual meeting proxy statement dated October 21, 1994. *** Filed as an exhibit to the registrant's Annual Report on Form 10-KSB for the year ended June 30, 1995. **** Filed as an exhibit to the registrant's Annual Report on Form 10-KSB for the year ended June 30, 1999. ***** Filed as an exhibit to the registrant's Report on Form 10-QSB for the quarter ended December 31, 2000. (b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SOUTHERN MISSOURI BANCORP, INC.
Registrant
Date:
February 14, 2001
/s/ Thadis R. Seifert
Thadis R. Seifert
Chairman of the Board
Date:
February 14, 2001
/s/ Greg A. Steffens
Greg A. Steffens
President and CEO
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 19th day of August, 1999, by and between Southern Missouri Bank & Trust Co. (hereinafter referred to as the "Bank"), and James W. Duncan (the "Employee"). For automatic renewal purposes, the commencement date will be considered to be June 30, 1999.
WHEREAS, the Employee is currently serving as Executive Vice President of the Bank; and
WHEREAS, the board of directors of the Bank ("Board of Directors") recognizes that, as is the case with publicly held corporations generally, the possibility of a change in control of the Holding Company and/or the Bank may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Bank, the Holding Company and their respective stockholders; and
WHEREAS, the Board of Directors believes it is in the best interests of the Bank to enter into this Agreement with the Employee in order to assure continuity of management of the Bank and to reinforce and encourage the continued attention and dedication of the Employee to the Employee's assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control of the Holding Company or the Bank, although no such change is now contemplated; and
WHEREAS, the Board of Directors has approved and authorized the execution of this Agreement with the Employee to take effect as stated in Section 2 hereof;
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
(a) The term "Change in Control" means (1) an event of a nature that (i) results in
a change in control of the Bank or the Holding Company within the meaning of the Home
Owners' Loan Act of 1933 with respect to the Holding Company, or successor statutes and
regulations, and the Change in Bank Control Act, 12 U.S.C. § 1817(j) and applicable regulations
thereunder; or (ii) would be required to be reported in response to Item 1 of the current report on
Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"); (2) any person (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly of securities of the Bank or the Holding
Company representing 20% or more of the Bank's or the Holding Company's outstanding
securities; (3) individuals who are members of the board of directors of the Bank or the Holding
Company on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's stockholders was
approved by the nominating committee serving under an Incumbent Board, shall be considered a
member of the Incumbent Board; or (4) approval
(b) The term "Commencement Date" means the date of this Agreement, as set forth on page 1.
(c) The term "Date of Termination" means the earlier of (1) the date upon which the Bank gives notice to the Employee of the termination of the Employee's employment with the Bank or (2) the date upon which the Employee ceases to serve as an employee of the Bank.
(d) The term "Involuntary Termination" means termination of the employment of Employee without the Employee's express written consent, and shall include a material diminution of or interference with the Employee's duties, responsibilities and benefits as Executive Vice President of the Bank, including (without limitation) any of the following actions unless consented to in writing by the Employee: (1) a change in the principal workplace of the Employee to a location outside of a 30 mile radius from the Bank's headquarters office as of the date hereof; (2) a material demotion of the Employee; (3) a material reduction in the number or seniority of other Bank personnel reporting to the Employee or a material reduction in the frequency with which, or in the nature of the matters with respect to which, such personnel are to report to the Employee, other than as part of a Bank- or Holding Company-wide reduction in staff; (4) a material adverse change in the Employee's salary, perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank or the Holding Company; and (5) a material permanent increase in the required hours of work or the workload of the Employee. The term "Involuntary Termination" does not include Termination for Cause or termination of employment due to retirement, death, disability or suspension or temporary or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act ("FDIA").
(e) The terms "Termination for Cause" and "Terminated for Cause" mean termination of
the employment of the Employee because of the Employee's personal dishonesty, incompetence,
willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material breach of any provision
of this Agreement. The Employee shall not be deemed to have been Terminated for Cause
unless and until there shall have been delivered to the Employee a copy of a resolution, duly
adopted by the affirmative vote of not less than a majority of the entire membership of the Board
of Directors
2. Term. The term of this Agreement shall be a period of one year commencing on the Commencement Date, subject to earlier termination as provided herein. Beginning on the first anniversary of the Commencement Date, and on each anniversary thereafter, the term of this Agreement shall be extended for a period of one year, provided that (1) the Bank has not given notice to the Employee in writing at least 90 days prior to such anniversary that the term of this Agreement shall not be extended further; and (2) prior to such anniversary, the Board of Directors of the Bank explicitly reviews and approves the extension. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms.
3. Employment. The Employee is employed as Executive Vice President of the Bank. As such, the Employee shall render administrative and management services as are customarily performed by persons situated in similar executive capacities, and shall have such other powers and duties of an officer of the Bank as the Board of Directors may prescribe from time to time.
4. Compensation.
(a) Salary. The Bank agrees to pay the Employee during the term of this Agreement the salary established by the Board of Directors, which shall be at least the Employee's salary in effect as of the Commencement Date. The amount of the Employee's salary shall be reviewed by the Board of Directors, beginning not later than the first anniversary of the Commencement Date. Adjustments in salary or other compensation shall not limit or reduce any other obligation of the Bank under this Agreement. The Employee's salary in effect from time to time during the term of this Agreement shall not thereafter be reduced.
(b) Discretionary Bonuses. The Employee shall be entitled to participate in an equitable manner with all other executive officers of the Bank in discretionary bonuses as authorized and declared by the Board of Directors to its executive employees. No other compensation provided for in this Agreement shall be deemed a substitute for the Employee's right to participate in such bonuses when and as declared by the Board of Directors.
(c) Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in performing services under this Agreement in accordance with the policies and procedures applicable to the executive officers of the Bank, provided that the Employee accounts for such expenses as required under such policies and procedures.
5. Benefits.
(a) Participation in Retirement and Employee Benefit Plans. The Employee shall be entitled to participate in all plans relating to pension, thrift, profit-sharing, group life insurance, medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or combinations thereof, in which the Bank's executive officers participate.
(b) Fringe Benefits. The Employee shall be eligible to participate in, and receive benefits under, any fringe benefit plans which are or may become applicable to the Bank's executive officers.
6. Vacations; Leave. The Employee shall be entitled to annual paid vacation in accordance with the policies established by the Bank's Board of Directors for executive officers and to voluntary leave of absence, with or without pay, from time to time at such times and upon such conditions as the Board of Directors may determine in its discretion.
7. Termination of Employment.
(a) Involuntary Termination. The Board of Directors may terminate the Employee's employment at any time, but, except in the case of Termination for Cause, termination of employment shall not prejudice the Employee's right to compensation or other benefits under this Agreement. In the event of the Involuntary Termination of the Employee, if the Employee has offered to continue to provide the specific services contemplated to be provided by him pursuant to this Agreement and such offer has been declined, then, as agreed upon liquidated damages and as the sole and exclusive remedy of the Employee against the Bank under this Agreement, but subject to the provisions of Section 7(b) and (e) of this Agreement; during the period of the remaining term of this Agreement (the "Liquidated Damage Period") the Bank shall (i) pay to the Employee, monthly, one-twelfth of the employee's salary at the annual rate in effect immediately prior to the Date of Termination, and one-twelfth of the average annual amount of cash bonus and cash incentive compensation of the Employee, based on the average amounts of such compensation earned by the Employee for the two full calendar years preceding the Date of Termination and (ii) maintain substantially the same group life insurance, hospitalization, medical, dental, prescription drug and other health benefits, and long-term disability insurance (if any) for the benefit of the Employee and his dependents and beneficiaries who would have been eligible for such benefits if the Employee had not suffered Involuntary Termination, on terms substantially as favorable to the Employee including amounts of coverage and deductibles and other costs to him in effect immediately prior to such Involuntary Termination (the "Employee's Health Coverage").
(b) Reduction of the Bank's Obligations Under Section 7(a).
(1) In the event the Employee becomes entitled to receive a change in control payment
pursuant to Section 7(e) hereof and agreed upon liquidated damages pursuant to Section 7(a)
hereof, then in that event (i) the Bank's obligation with respect to cash damages under Section
7(a) hereof shall be reduced (but not below zero) by the Employee's Cash Income (as hereinafter
defined), if any, earned from providing personal services (other than to the Holding Company,
the Bank or their successors) during the Liquidated Damage Period; and (ii) the Bank's
obligation to maintain the Employee's Health Coverage under Section 7(a) shall be reduced to
the
(2) The Employee agrees that in the event he becomes entitled to a change in control payment under Section 7(e) hereof and agreed upon liquidated damages pursuant to Section 7(a) hereof, throughout the Liquidated Damage Period, he shall promptly inform the Bank of the nature and amounts of Cash Income which he earns and the type of health benefits and coverage he receives from providing services other than to the Holding Company, the Bank or their successors, and shall provide such documentation of such Cash Income and health benefits and coverage as the Bank may request. In the event of changes to such Cash Income or health benefits and coverage from time to time during the Liquidated Damage Period, the Employee shall inform the Bank of such changes, in each case within five days after the change occurs, and shall provide such documentation concerning the change as the Company may request.
(c) Termination for Cause. In the event of Termination for Cause, the Bank shall pay the Employee the Employee's salary through the Date of Termination, and the Bank shall have no further obligation to the Employee under this Agreement.
(d) Voluntary Termination. The Employee's employment may be voluntarily terminated by the Employee at any time upon 90 days' written notice to the Bank or such shorter period as may be agreed upon between the Employee and the Board of Directors of the Bank. In the event of such voluntary termination, the Bank shall be obligated to continue to pay to the Employee the Employee's salary and benefits only through the Date of Termination, at the time such payments are due, and the Bank shall have no further obligation to the Employee under this Agreement.
(e) Change in Control. In the event of Involuntary Termination in connection with or within 12 months before or after a Change in Control, the Bank shall, in addition to the Bank's obligations under Section 7(a) of this Agreement and subject to Section 8 of this Agreement, pay to the Employee in a lump sum in cash within 25 business days after the Date of Termination an amount equal to 299% of the Employee's "base amount" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). The rights of the Employee under this Section 7(e) shall survive a termination of this Agreement.
(f) Death; Disability. In the event of the death of the Employee while employed under
this Agreement and prior to any termination of employment, the Employee's estate, or such
person as the Employee may have previously designated in writing, shall be entitled to receive
from the Bank the salary of the Employee through the last day of the calendar month in which
the Employee died. If the Employee becomes disabled as defined in the Bank's then current
disability plan, if any, or if the Employee is otherwise unable to serve as Executive Vice
President, the
8. Certain Reduction of Payments by the Bank.
(a) Notwithstanding any other provision of this Agreement, if the value and amounts of benefits under this Agreement, together with any other amounts and the value of benefits received or to be received by the Employee in connection with a Change in Control would cause any amount to be nondeductible by the Bank or the Holding Company for federal income tax purposes pursuant to Section 280G of the Code, then amounts and benefits under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize amounts and the value of benefits to the Employee without causing any amount to become nondeductible by the Bank or the Holding Company pursuant to or by reason of such Section 280G. The Employee shall determine the allocation of such reduction among payments and benefits to the Employee.
(b) Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder.
9. Attorneys Fees. In the event the Bank exercises its right of Termination for Cause, but it is determined by a court of competent jurisdiction or by an arbitrator pursuant to Section 17 that cause did not exist for such termination, or if in any event it is determined by any such court or arbitrator that the Bank has failed to make timely payment of any amounts owed to the Employee under this Agreement, the Employee shall be entitled to reimbursement for all reasonable costs, including attorneys' fees, incurred in challenging such termination or collecting such amounts. Such reimbursement shall be in addition to all rights to which the Employee is otherwise entitled under this Agreement.
10. No Assignments.
(a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation from the Bank in the same amount and on the same terms as the compensation pursuant to Section 7(e) hereof. For purposes of implementing the provisions of this Section 10(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.
(b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Employee should die while any amounts would still be payable to the Employee hereunder if the Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee or other designee or if there is no such designee, to the Employee's estate.
11. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, to the Bank at its home office, to the attention of the Board of Directors with a copy to the Secretary of the Bank, or, if to the Employee, to such home or other address as the Employee has most recently provided in writing to the Bank.
12. Amendments. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided.
13. Headings. The headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
14. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
15. Governing Law. This Agreement shall be governed by the laws of the United States to the extent applicable and otherwise by the laws of the State of Missouri.
16. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
Attest: | SOUTHERN MISSOURI BANK & TRUST C0. |
Secretary | |
By: | |
Its: | |
Employee | |
James W. Duncan |
AGREEMENT
THIS AGREEMENT is made effective as of November 20, 2000, by and between Southern Missouri Bank & Trust Co. (the "Bank") and Sammy A. Schalk (the "Director").
WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
Section 1. Definitions
The following words and phrases when used in this Agreement with an initial capital letter, shall have the meaning set forth below unless the context clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural.
"Beneficiary" means the person or persons designated by the Director to receive any benefits payable under the Agreement in the event of such Director's death. Such person or persons shall be designated by the Director in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Director's surviving spouse, if any, or if none, his estate.
"Board" means the Board of Directors of the Bank.
"Termination for Cause" means the Director's termination upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Bank or one of its affiliates, willful violation of any law, rule, regulation, (other than traffic violations or similar offenses) or, a final cease and desist order which results in substantial loss to the Bank or one of its affiliates.
"Vested Percentage" means the following:
Years of Service as a Director | Vested Percentage | |
5 | 50% | |
10 | 75% | |
15 or more | 100% |
"Years of Service" means the total number of years of service by the Director on the Board, including years of service prior to the Bank's mutual-to-stock conversion.
Section 2. Benefits
(a) Upon the Director's termination of service on the Board on or after the date the Director attains age 60, the Director (or in the event of his death, his Beneficiary) shall receive five payments, in cash, equal to the product of (i) his Vested Percentage and (ii) the total cash fees paid to the Director for attendance at regular meetings of the Board during the calendar year preceding his termination of service on the Board. Such payments shall commence on the first anniversary and end on the fifth anniversary of the date of the Director's termination of service on the Board. Notwithstanding the foregoing, no benefits shall be payable under the Agreement to the Director in the event of the Director's Termination for Cause.
(b) The benefits payable under the Agreement shall constitute an unfunded, unsecured promise by the Bank to provide such benefits in the future, as and to the extent such benefits become payable. Benefits shall be paid from the general assets of the Bank, and no person shall, by virtue of this Agreement, have any interest in such assets (other than as an unsecured creditor of the Bank).
(c) Except as otherwise provided by this Agreement, it is agreed that neither the Director nor his Beneficiaries (if any) shall have any right to commute, sell, assign, transfer, encumber and pledge or otherwise convey the right to receive any benefits hereunder, which benefits and the rights thereto are expressly declared to be nonassignable and nontransferable.
(d) The rights of the Director and of his Beneficiary (if any) under this Agreement shall be solely those of an unsecured creditor of the Bank.
Section 3. Miscellaneous
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) This Agreement shall not be deemed to constitute a contract, express or implied, for future services by the Director.
(c) No member of the Board shall be liable for any determination made in good faith with respect to the Agreement or the benefits payable hereunder. If a member of the Board is a party of is threatened to be made a party to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Agreement, the Bank shall indemnify such member against expenses (including attorneys' fees), judgements, finds and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action ,suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(d) The Agreement shall be governed and construed under the laws of the State of Missouri.
(e) This Agreement shall be effective as of the date first written above.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be signed in its corporate name by its duly authorized officer, impressed with its corporate seal, and properly attested to as of the 20th day of November, 2000.
SOUTHERN MISSOURI BANK & TRUST CO | ||
|
||
Attest: _____________________________ | By: _______________________________________ | |
|
||
Witness: ___________________________ | ___________________________________________ Sammy A. Schalk |
THIS AGREEMENT is made effective as of October 19, 1999, by and between Southern Missouri Bank & Trust Co. (the "Bank") and L. Douglas Bagby (the "Director").
WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
Section 1. Definitions
The following words and phrases when used in this Agreement with an initial capital letter, shall have the meaning set forth below unless the context clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural.
"Beneficiary" means the person or persons designated by the Director to receive any benefits payable under the Agreement in the event of such Director's death. Such person or persons shall be designated by the Director in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Director's surviving spouse, if any, or if none, his estate.
"Board" means the Board of Directors of the Bank.
"Termination for Cause" means the Director's termination upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Bank or one of its affiliates, willful violation of any law, rule, regulation, (other than traffic violations or similar offenses) or, a final cease and desist order which results in substantial loss to the Bank or one of its affiliates.
"Vested Percentage" means the following:
"Years of Service" means the total number of years of service by the Director on the Board, including years of service prior to the Bank's mutual-to-stock conversion.
Section 2. Benefits
(a) Upon the Director's termination of service on the Board on or after the date the Director attains age 60, the Director (or in the event of his death, his Beneficiary) shall receive five payments, in cash, equal to the product of (i) his Vested Percentage and (ii) the total cash fees paid to the Director for attendance at regular meetings of the Board during the calendar year preceding his termination of service on the Board. Such payments shall commence on the first anniversary and end on the fifth anniversary of the date of the Director's termination of service on the Board. Notwithstanding the foregoing, no benefits shall be payable under the Agreement to the Director in the event of the Director's Termination for Cause.
(b) The benefits payable under the Agreement shall constitute an unfunded, unsecured promise by the Bank to provide such benefits in the future, as and to the extent such benefits become payable. Benefits shall be paid from the general assets of the Bank, and no person shall, by virtue of this Agreement, have any interest in such assets (other than as an unsecured creditor of the Bank).
(c) Except as otherwise provided by this Agreement, it is agreed that neither the Director nor his Beneficiaries (if any) shall have any right to commute, sell, assign, transfer, encumber and pledge or otherwise convey the right to receive any benefits hereunder, which benefits and the rights thereto are expressly declared to be nonassignable and nontransferable.
(d) The rights of the Director and of his Beneficiary (if any) under this Agreement shall be solely those of an unsecured creditor of the Bank.
Section 3. Miscellaneous
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) This Agreement shall not be deemed to constitute a contract, express or implied, for future services by the Director.
(c) No member of the Board shall be liable for any determination made in good faith with respect to the Agreement or the benefits payable hereunder. If a member of the Board is a party of is threatened to be made a party to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Agreement, the Bank shall indemnify such member against expenses (including attorneys' fees), judgements, finds and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action ,suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(d) The Agreement shall be governed and construed under the laws of the State of Missouri.
(e) This Agreement shall be effective as of the date first written above.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be signed in its corporate name by its duly authorized officer, impressed with its corporate seal, and properly attested to as of the 20th day of November, 2000.
SOUTHERN MISSOURI BANK & TRUST CO | ||
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Attest: _____________________________ | By: _______________________________________ | |
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Witness: ___________________________ | ___________________________________________ L. Douglas Bagby |
THIS AGREEMENT is made effective as of October 19, 1999, by and between Southern Missouri Bank & Trust Co. (the "Bank") and Ronnie D. Black (the "Director").
WHEREAS, the Bank wishes to assure itself of the services of the Director and to induce the Director to remain in office until he voluntarily terminates his service on the Board or is not reelected to the Board.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
Section 1. Definitions
The following words and phrases when used in this Agreement with an initial capital letter, shall have the meaning set forth below unless the context clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall include the plural.
"Beneficiary" means the person or persons designated by the Director to receive any benefits payable under the Agreement in the event of such Director's death. Such person or persons shall be designated by the Director in writing on forms provided for this purpose by the Committee and may be changed from time to time by similar written notice to the Committee. In the absence of a written designation, the Beneficiary shall be the Director's surviving spouse, if any, or if none, his estate.
"Board" means the Board of Directors of the Bank.
"Termination for Cause" means the Director's termination upon intentional failure to perform stated duties, personal dishonesty which results in loss to the Bank or one of its affiliates, willful violation of any law, rule, regulation, (other than traffic violations or similar offenses) or, a final cease and desist order which results in substantial loss to the Bank or one of its affiliates.
"Vested Percentage" means the following:
"Years of Service" means the total number of years of service by the Director on the Board, including years of service prior to the Bank's mutual-to-stock conversion.
Section 2. Benefits
(a) Upon the Director's termination of service on the Board on or after the date the Director attains age 60, the Director (or in the event of his death, his Beneficiary) shall receive five payments, in cash, equal to the product of (i) his Vested Percentage and (ii) the total cash fees paid to the Director for attendance at regular meetings of the Board during the calendar year preceding his termination of service on the Board. Such payments shall commence on the first anniversary and end on the fifth anniversary of the date of the Director's termination of service on the Board. Notwithstanding the foregoing, no benefits shall be payable under the Agreement to the Director in the event of the Director's Termination for Cause.
(b) The benefits payable under the Agreement shall constitute an unfunded, unsecured promise by the Bank to provide such benefits in the future, as and to the extent such benefits become payable. Benefits shall be paid from the general assets of the Bank, and no person shall, by virtue of this Agreement, have any interest in such assets (other than as an unsecured creditor of the Bank).
(c) Except as otherwise provided by this Agreement, it is agreed that neither the Director nor his Beneficiaries (if any) shall have any right to commute, sell, assign, transfer, encumber and pledge or otherwise convey the right to receive any benefits hereunder, which benefits and the rights thereto are expressly declared to be nonassignable and nontransferable.
(d) The rights of the Director and of his Beneficiary (if any) under this Agreement shall be solely those of an unsecured creditor of the Bank.
Section 3. Miscellaneous
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) This Agreement shall not be deemed to constitute a contract, express or implied, for future services by the Director.
(c) No member of the Board shall be liable for any determination made in good faith with respect to the Agreement or the benefits payable hereunder. If a member of the Board is a party of is threatened to be made a party to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him in such capacity under or with respect to the Agreement, the Bank shall indemnify such member against expenses (including attorneys' fees), judgements, finds and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action ,suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Bank and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(d) The Agreement shall be governed and construed under the laws of the State of Missouri.
(e) This Agreement shall be effective as of the date first written above.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be signed in its corporate name by its duly authorized officer, impressed with its corporate seal, and properly attested to as of the 20th day of November, 2000.
SOUTHERN MISSOURI BANK & TRUST CO | ||
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Attest: _____________________________ | By: _______________________________________ | |
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Witness: ___________________________ | ___________________________________________ Ronnie D. Black |