EX-99.4 4 smbc-20230120xex99d4.htm EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 20, 2023, Southern Missouri Bancorp, Inc. (“Southern Missouri”) completed its previously announced acquisition of Citizens Bancshares Co. (“Citizens”) pursuant to the Agreement and Plan of Merger, dated September 20, 2022 (the “Merger Agreement”), by and among Southern Missouri, Southern Missouri Acquisition VI Corp (“Merger Sub”), a wholly owned subsidiary of Southern Missouri, and Citizens under which Citizens merged with and into Merger Sub, followed by the merger of Merger Sub with and into Southern Missouri (collectively, the “Merger”). Citizens was the parent company of Citizens Bank & Trust Company, which became a wholly owned subsidiary of Southern Missouri upon completion of the Merger and was subsequently merged with and into Southern Bank, a wholly owned subsidiary of Southern Missouri.

As a result of the Merger, each share of Citizens common stock held immediately prior to completion of the Merger was exchanged for 1.1755 shares of Southern Missouri common stock or $54.93 in cash (as adjusted based on Citizens’ capital and the total number of shares outstanding immediately prior to closing) at the election of the Citizens’ shareholders, subject to the proration and allocation procedures set forth in the Merger Agreement. Southern Missouri paid approximately $133.2 million in Merger consideration, inclusive of cash settlement of Citizens stock options, comprised of stock and cash at a 74:26 ratio.

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Southern Missouri and Citizens and has been prepared to illustrate the financial effect of the Merger. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Southern Missouri and its subsidiaries and Citizens and its subsidiaries, as an acquisition by Southern Missouri of Citizens using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of Citizens will be recorded by Southern Missouri at their respective fair values as of the date the Merger was completed.

The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on September 30, 2022. The unaudited pro forma condensed combined income statements for the three-month period ended September 30, 2022, give effect to the transaction as if the transaction had become effective at July 1, 2022. The unaudited pro forma condensed combined income statement for the year ended June 30, 2022, gives effect to the transaction as if the transaction had become effective at July 1, 2021.

This unaudited pro forma condensed combined financial information reflects the Merger based upon estimated acquisition accounting adjustments. Actual adjustments will be made as of the effective date of the Merger and, therefore, may differ from those reflected in the unaudited pro forma condensed combined financial information.

Southern Missouri and Citizens have different fiscal years. Citizens’ fiscal year ends on December 31 of each year and Southern Missouri’s fiscal year ends on June 30 of each year. As the fiscal years differed by more than 93 days, pursuant to the rules of the Securities and Exchange Commission, Citizens’ financial information was adjusted for the purpose of preparing the unaudited pro forma condensed combined statements of income for the year ended June 30, 2022. The historical income statement information of Citizens used in the unaudited pro forma condensed combined statements of income for the year ended June 30, 2022, was prepared by taking the audited condensed combined income statement for the year ended December 31, 2021, subtracting the unaudited condensed combined income statement for the six months ended June 30, 2021, and adding the unaudited condensed combined income statement for the six months ended June 30, 2022.

The determination of the fair values of Citizens’ assets and liabilities has been based on the net tangible and intangible assets of Citizens that existed as of the date of completion of the transaction. The value of the final purchase price of the Merger was based on the closing price of Southern Missouri common stock on the closing date of the Merger, with respect to the stock portion of the merger consideration. The closing price of Southern Missouri common stock of $47.32 on January 20, 2023, was used for purposes of presenting the unaudited pro forma condensed combined consolidated balance sheet at September 30, 2022.


The unaudited pro forma condensed combined financial information includes estimated adjustments to record Citizens’ assets and liabilities at their respective fair values based on Southern Missouri’s management’s best estimate using the information available at this time. The pro forma adjustments may be revised as additional information becomes available and as additional analyses are performed. Increases or decreases in the fair value of certain balance sheet amounts and other items of Citizens as compared to the information presented in this document may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of adjusted assets and liabilities.

FASB issued ASU 2016-13, Financial Instruments – Credit Losses, also known as the current expected credit loss (“CECL”) standard, which requires that the measurement of all expected credit losses for financial assets reported at amortized cost and held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. This standard requires financial institutions and other organizations to use forward-looking information to better inform their credit loss estimates. The standard was effective for Southern Missouri as of July 1, 2020, however it did not become effective for Citizens until January 1, 2023. Subsequent to its adoption, Southern Missouri ceased to maintain the incurred loss model framework. The pro forma balance sheet reflects an adjustment to estimate the impact of the application of ASU 2016-13 to the combined allowance for loan/credit losses as of September 30, 2022. The pro forma income statements reflect an adjustment as of the beginning of each period presented, to estimate the impact of the application of ASU 2016-13 to the combined provision for credit/loan losses.

Further, in addition to ASU 2016-13 noted above, Southern Missouri has not identified all adjustments necessary to conform Citizens accounting policies to Southern Missouri’s accounting policies. As more information becomes available, Southern Missouri will perform a more detailed review of Citizens’ accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information.

The unaudited pro forma condensed combined financial information included are presented for informational purposes only and do not necessarily reflect the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and may be revised. This information also does not reflect the benefits of the expected cost savings and expense efficiencies, opportunities to earn additional revenue, potential impacts of current market conditions on revenues or asset dispositions, among other factors, and includes various preliminary estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the Merger had been consummated on the date or at the beginning of the period indicated or which may be attained in the future. The following unaudited pro forma condensed combined consolidated financial information and related notes have been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Southern Missouri contained in its Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and its Quarterly Report on Form 10-K for the quarterly period ended September 30, 2022, filed with the Securities and Exchange Commission, and the historical consolidated financial statements and related notes of Citizens included in this Current Report on Form 8-K/A.


CONDENSED COMBINED PRO FORMA STATEMENTS OF FINANCIAL CONDITION (Unaudited)

As of September 30, 2022

(in thousands)

    

Southern Missouri

    

Citizens Bancshares

    

Pro Forma

    

    

Bancorp

Company

Adjustments

Pro Forma

ASSETS

 

  

 

  

 

  

  

Cash and cash equivalents

$

47,718

$

257,081

$

(34,761)

1

$

270,038

Interest-bearing time deposits

 

2,018

 

 

 

2,018

Available-for-sale securities

 

235,116

 

228,710

 

 

463,826

Non-marketable securities - Federal Home Loan Bank and Federal Reserve Bank stock

 

19,290

 

1,174

 

 

20,464

Loans receivable

 

2,976,609

 

459,485

 

(13,546)

2

 

3,422,548

Allowance for credit losses

 

(37,418)

 

(6,416)

 

118

3

 

(43,716)

Loans receivable, net

 

2,939,191

 

453,069

 

(13,428)

 

3,378,832

Premises and equipment, net

 

70,550

 

14,135

 

7,039

4

 

91,724

Bank-owned life insurance - cash surrender value

 

49,024

 

21,622

 

 

70,646

Goodwill

 

27,288

 

2,042

 

22,091

5

 

51,421

Other intangible assets

 

7,787

 

490

 

23,839

6

 

32,116

Accrued interest receivable, prepaid expenses, and other assets

 

46,861

 

20,571

 

(4,926)

7

 

62,506

TOTAL ASSETS

$

3,444,843

$

998,894

$

(146)

$

4,443,591

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,851,013

$

898,147

$

95

8

$

3,749,255

Federal Home Loan Bank (FHLB) advances

 

224,973

 

 

 

224,973

Subordinated debt

 

23,068

 

 

 

23,068

Accrued interest payable, accrued expenses, and other liabilities

 

19,389

 

5,740

 

8,968

9

 

34,097

TOTAL LIABILITIES

 

3,118,443

 

903,887

 

9,063

 

4,031,393

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common stock

 

98

 

26

 

(26)

 

98

Additional paid-in capital

 

119,216

 

8,832

 

89,578

 

217,626

Retained earnings

 

247,780

 

101,510

 

(114,122)

 

235,168

Treasury Stock

 

(21,116)

 

(4,900)

 

4,900

 

(21,116)

Accumulated other comprehensive loss

 

(19,578)

 

(10,461)

 

10,461

 

(19,578)

TOTAL STOCKHOLDERS’ EQUITY

 

326,400

 

95,007

 

(9,209)

10

 

412,198

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

3,444,843

$

998,894

$

(146)

$

4,443,591


CONDENSED COMBINED PRO FORMA STATEMENTS OF INCOME (Unaudited)

For the three-month period ended September 30, 2022

(in thousands, except for share and per share data)

    

Southern Missouri

    

Citizens Bancshares

    

Pro Forma

    

    

Bancorp

Company

Adjustments

Pro Forma

INTEREST INCOME

 

  

 

  

 

  

  

  

Loans

$

33,180

$

6,447

$

1,718

11

$

41,345

Investment securities

 

665

 

997

 

594

12

 

2,256

Mortgage-backed securities

 

990

 

720

 

 

1,710

Other interest-earning assets

 

162

 

1,250

 

 

1,412

TOTAL INTEREST INCOME

 

34,997

 

9,414

 

2,312

 

46,723

INTEREST EXPENSE

 

  

 

  

 

  

  

 

  

Deposits

 

5,761

 

837

 

23

13

 

6,621

Advances from FHLB Des Moines

 

438

 

 

 

438

Notes due to shareholders

 

 

3

 

 

3

Subordinated debt

 

290

 

 

 

290

TOTAL INTEREST EXPENSE

 

6,489

 

840

 

23

 

7,352

NET INTEREST INCOME

 

28,508

 

8,574

 

2,289

 

39,371

Provision for loan losses

 

5,056

 

22

 

6,966

14

 

12,044

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

23,452

 

8,552

 

(4,677)

 

27,327

NONINTEREST INCOME

 

  

 

  

 

  

 

  

Deposit account charges and related fees

 

1,777

 

797

 

 

2,574

Bank credit transaction fees

 

1,018

 

875

 

 

1,893

Loan late charges

 

122

 

 

 

122

Loan servicing fees

 

312

 

19

 

 

331

Other loan fees

 

882

 

 

 

882

Net realized gains on sale of loans

 

292

 

 

 

292

Earnings on bank owned life insurance

 

318

 

111

 

 

429

Other income

 

793

 

570

 

 

1,363

TOTAL NONINTEREST INCOME

 

5,514

 

2,372

 

 

7,886

NONINTEREST EXPENSE

 

  

 

  

 

  

 

  

Compensation and benefits

 

9,752

 

3,453

 

 

13,205

Occupancy and equipment, net

 

2,447

 

1,200

 

59

15

 

3,706

Data processing expense

 

1,445

 

258

 

 

1,703

Telecommunication expense

 

331

 

137

 

 

468

Deposit insurance premiums

 

215

 

75

 

 

290

Legal and professional fees

 

411

 

314

 

 

725

Advertising

 

449

 

105

 

 

554

Postage and office supplies

 

213

 

96

 

 

309

Intangible amortization

 

402

 

15

 

699

16

 

1,116

Foreclosure property expenses/losses

 

(41)

 

57

 

 

16

Other operating expense

1,296

980

2,276

Merger-related expense

 

 

 

8,748

17

 

8,748

TOTAL NONINTEREST EXPENSE

 

16,920

 

6,690

 

9,506

 

33,116

INCOME BEFORE INCOME TAXES

 

12,046

 

4,234

 

(14,183)

 

2,097

PROVISION FOR INCOME TAXES

 

2,443

 

994

 

(2,765)

18

 

672

NET INCOME

 

9,603

 

3,240

 

(11,418)

 

1,425

Less: distributed and undistributed earnings allocated to participating securities

(43)

-

-

(43)

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

$

9,560

$

3,240

$

(11,418)

$

1,382

Basic earnings per share available to common stockholders

$

1.04

$

1.38

  

$

0.12

Diluted earnings per share available to common stockholders

$

1.04

$

1.38

  

$

0.12

Average shares outstanding - Basic

 

9,187,857

 

2,346,915

 

2,079,678

 

11,267,535

Average shares outstanding - Diluted

 

9,210,467

 

2,346,915

 

2,079,678

 

11,290,145


CONDENSED COMBINED PRO FORMA STATEMENTS OF INCOME (Unaudited)

For the Year Ended June 30, 2022

(in thousands, except for share and per share data)

    

Southern Missouri

    

Citizens Bancshares

    

Pro Forma

    

    

Bancorp

Company

Adjustments

Pro Forma

INTEREST INCOME

 

  

 

  

 

  

  

  

Loans

$

111,495

$

20,387

$

5,521

11

$

137,403

Investment securities

 

2,197

 

2,280

 

2,378

12

 

6,855

Mortgage-backed securities

 

2,738

 

1,262

 

 

4,000

Other interest-earning assets

 

437

 

745

 

 

1,182

TOTAL INTEREST INCOME

 

116,867

 

24,674

 

7,899

 

149,440

INTEREST EXPENSE

 

  

 

  

 

  

  

 

  

Deposits

 

11,822

 

1,308

 

37

13

 

13,167

Advances from FHLB Des Moines

 

792

 

 

 

792

Notes due to shareholders

 

 

13

 

 

13

Subordinated debt

 

686

 

 

 

686

TOTAL INTEREST EXPENSE

 

13,300

 

1,321

 

37

 

14,658

NET INTEREST INCOME

 

103,567

 

23,353

 

7,862

 

134,782

Provision for loan losses

 

1,487

 

(1,456)

 

6,966

14

 

6,997

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

102,080

 

24,809

 

896

 

127,785

NONINTEREST INCOME

 

  

 

  

 

  

 

  

Deposit account charges and related fees

 

6,450

 

2,851

 

 

9,301

Bank credit transaction fees

 

4,224

 

3,124

 

 

7,348

Net realized gains on sale of loans

 

1,598

 

348

 

 

1,946

Net realized gains on sale of available for sale securities

 

 

 

 

Earnings on bank owned life insurance

 

1,168

 

438

 

 

1,606

Other income

 

7,763

 

3,223

 

 

10,986

TOTAL NONINTEREST INCOME

 

21,203

 

9,984

 

 

31,187

NONINTEREST EXPENSE

 

  

 

  

 

  

 

  

Compensation and benefits

 

35,611

 

14,940

 

 

50,551

Occupancy and equipment, net

 

9,248

 

4,924

 

235

15

 

14,407

Data processing expense

 

5,996

 

1,008

 

 

7,004

Telecommunication expense

 

1,273

 

593

 

 

1,866

Deposit insurance premiums

 

743

 

375

 

 

1,118

Legal and professional fees

 

1,362

 

809

 

 

2,171

Advertising

 

1,496

 

411

 

 

1,907

Postage and office supplies

 

823

 

390

 

 

1,213

Intangible amortization

 

1,441

 

59

 

2,796

16

 

4,296

Foreclosure property expenses/losses

 

522

 

506

 

 

1,028

Other operating expense

4,864

4,318

9,182

Merger-related expense

 

 

 

8,748

17

 

8,748

TOTAL NONINTEREST EXPENSE

 

63,379

 

28,333

 

11,779

 

103,491

INCOME BEFORE INCOME TAXES

 

59,904

 

6,460

 

(10,883)

 

55,481

PROVISION FOR INCOME TAXES

 

12,735

 

1,369

 

(2,039)

18

 

12,065

NET INCOME

 

47,169

 

5,091

 

(8,844)

 

43,416

Less: distributed and undistributed earnings allocated to participating securities

195

-

-

195

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

$

46,974

$

5,091

$

(8,844)

$

43,221

Basic earnings per share available to common stockholders

$

5.22

$

2.17

  

$

3.93

Diluted earnings per share available to common stockholders

$

5.21

$

2.17

  

$

3.92

Average shares outstanding - Basic

 

8,994,022

 

2,346,915

 

2,015,061

 

11,009,083

Average shares outstanding - Diluted

 

9,011,144

 

2,346,915

 

2,015,061

 

11,026,205


Notes to Pro Forma Condensed Combined Financial Information (Unaudited)

1.Represents cash paid for 25% of outstanding common stock and all outstanding stock options.

2.Adjustment to reflect the preliminary estimate of fair value of acquired loans, including current interest rates and liquidity, as well as the fair value of future credit marks.

(in thousands)

    

September 30, 2022

Estimate of fair value: acquired non-PCD loans

$

(12,078)

Estimate of fair value: acquired PCD loans

 

(2,056)

Eliminate unrecognized loan origination expenses

 

(533)

Fair value adjustments to loans

 

(14,667)

Gross up of PCD loans

 

1,121

Total pro forma adjustment to loans

$

(13,546)

3.Adjustments to the allowance for credit losses include the following:

(in thousands)

    

September 30, 2022

Reverse Citizens’ allowance for loan losses

$

6,416

Record CECL estimate for PCD loans

 

(1,121)

Record CECL estimate for non-PCD loans

 

(5,177)

Total pro forma adjustment to allowance for credit losses

 

118

4.Reflects adjustments to acquired premises and equipment based primarily on real estate appraisals.

5.Adjustment to eliminate historical Citizens goodwill of $2.0 million and to establish $24.1 million of goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed. The pro forma adjustments include the accounting entries to record the transaction under the acquisition method of accounting for business combinations. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. Fair value adjustments included in the pro forma financial statements are based upon available information and certain assumptions which are considered reasonable, and will be revised as additional information becomes available.

The following table summarizes the determination of the purchase price consideration based on the $47.32 closing price of Southern Missouri common stock on January 20, 2023.

Shares of Citizens outstanding

    

2,358,915

Shares to be exchanged for stock

 

1,769,186

Exchange ratio

 

1.1755

Southern Missouri shares to be issued

 

2,079,678

Price per share of Southern Missouri on January 20, 2023

$

47.32

Preliminary consideration for common stock

$

98,410,363

Shares to be exchanged for cash

 

587,729

Cash consideration per share

$

54.93

Cash consideration for shares outstanding

 

32,393,814

Cash settlement of options outstanding

 

2,367,350

Total cash consideration

$

34,761,164


6.Adjustment to reflect approximately $24.3 million of core deposit and trust services intangible at the estimated fair value and to eliminate historical Citizens’ intangible assets.

7.Adjustment of $(2.2) million to net deferred tax assets due to the business combination and adjustment of $(2.7) million to the estimated fair value of foreclosed real estate.

8.Adjustment to reflect the estimate of fair value on time deposits.

9.Represents CECL estimate for off-balance sheet credit exposures of $1.8 million and estimated after-tax merger costs of $7.2 million ($8.7 million, pre-tax), of which some costs will be recognized over time. These cost estimates for both Southern Missouri and Citizens are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs.

10.Adjustment to eliminate $95.0 million in Citizens’ stockholders’ equity, reflect issuance of $98.4 million in Southern Missouri common stock, reflect estimated merger costs of $7.2 million, net of tax, and reflect provision for credit losses on non-PCD acquired loans of $2.6 million and off-balance sheet credit exposures of $5.4 million, net of tax.

11.Adjustment reflects the yield adjustment for interest income on loans.

12.Adjustment reflects the yield adjustment for interest income on securities.

13.Adjustment reflects the cost of funds adjustment for interest expense on deposits.

14.Adjustment to record provision for credit losses on non-PCD acquired loans and off-balance sheet credit exposures.

15.Adjustment to depreciation expense to reflect adjustment to carrying value of facilities.

16.Adjustment reflects the net increase in amortization of core deposit intangible and other intangible assets.

17.Adjustment reflects the combined pre-tax merger-related transaction costs.

18.Adjustment represents income tax expense on the pro-forma adjustments at an estimated effective rate of 22%, generally. Some merger-related expense is assumed to not be tax-deductible.