UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2022
SOUTHERN MISSOURI BANCORP, INC.
(Exact name of registrant as specified in its charter)
Missouri |
| 000-23406 |
| 43-1665523 |
(State or other |
| (Commission File No.) |
| (IRS Employer |
jurisdiction of incorporation) |
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| Identification Number) |
2991 Oak Grove Road, Poplar Bluff, Missouri |
| 63901 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (573) 778-1800
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | SMBC | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
Included in Exhibit 99.1 is investor presentation material of Southern Missouri Bancorp, Inc. to be presented beginning Tuesday, August 2, 2022, at the KBW Community Bank Investor Conference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
99.1Investor Presentation dated August 1, 2022
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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 hereunto duly authorized.
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| SOUTHERN MISSOURI BANCORP, INC. | |
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Date: August 1, 2022 |
| By: | /s/ Matthew T. Funke |
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| Matthew T. Funke |
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| President and Chief Administrative Officer |
| NASDAQ: SMBC August 1, 2022 |
| Company Overview Headquartered in Poplar Bluff, MO, with locations across southern Missouri, in the St. Louis, MO, Metropolitan Statistical Area (MSA), in northeast and north - central Arkansas, and in southern Illinois. $3.2 billion in assets as of June 30, 2022. Loans, net, totaled $2.7 billion; deposits were $2.8 billion; stockholders’ equity totaled $321 million. Tangible common equity* of $285 million results in TBV/common share* of $31.05 at June 30, 2022, which has grown at a compounded annual growth rate of 11.0% since June 30, 2017. The Company’s profitability was significantly impacted in FY 2021 and FY 2022 by recognition of origination fees on SBA Paycheck Protection Program (PPP) loans, as forgiveness payments were received and accretion of the deferred fees was accelerated. The fees, recognized as loan interest income, resulted in additional $3.4 million pre - tax income in FY 2021, increasing diluted EPS by $0.30, net of tax, and net interest margin by 14 basis points. In FY 2022, this pre - tax income totaled $3.3 million, increasing diluted EPS by $.28, net of tax, and net interest margin by 12 basis points. Total remaining PPP balances at June 30, 2022 were $3.1 million, while unrecognized deferred fee income on these loans was immaterial. Effective July 1, 2020, the Company adopted ASU 2016 - 13, the current expected credit losses (CECL) standard. The Company recorded a negative provision for credit losses (PCL) of $1.0 million for fiscal 2021. During fiscal 2022, the Company recorded a PCL of $1.5 million. Provisioning in the current fiscal year was driven by the FortuneBank Acquisition, which included a $2.0 million charge to income for the portion of the portfolio not identified as Purchased Credit Deteriorated (PCD). For PCD loans, an additional $120,000 was added to the Allowance for Credit Losses (ACL) through purchase accounting adjustments. Our ACL at June 30, 2022, totaled $33.2 million, representing 1.22% of gross loans and 806% of nonperforming loans, as compared to an ACL of $33.2 million, representing 1.49% of gross loans and 566% of nonperforming loans at June 30, 2021. * See “Important Statements – Non - GAAP Financial Measures” for a reconciliation of non - GAAP financial measures. 2 |
| Company Overview (cont.) In February 2022, the Company completed a merger with Fortune Financial, Inc., parent of FortuneBank , with two branches in Jefferson and St. Louis Counties, Missouri, both located within the St. Louis, Missouri, MSA. At closing, Fortune’s consolidated assets were $255 million, including loans, at fair value, of $202 million, while deposits, at fair value, totaled $214 million. Consideration was comprised of stock and cash at a 60:40 ratio. In December 2021, the Company assumed the deposits and acquired the Cairo, Illinois, branch location of First National Bank, Oldham, South Dakota. The branch, located in the Cape Girardeau, MO/IL MSA, held approximately $29 million in deposits, and the Company consolidated its existing Cairo, Illinois, facility with the acquired branch location. In May 2020, the Company acquired Central Federal Savings and Loan , Rolla, Missouri, adding a single location with $51 million in loans and $47 million in deposits. In November 2018, the Company acquired First Commercial Bank , adding $144 million in loans and $171 million in deposits. The Company retained seven acquired locations, all in southeast Missouri. In February 2018, the Company acquired Southern Missouri Bank of Marshfield , located in a community within the Springfield, Missouri MSA, adding $68 million in loans, and $70 million in deposits. In June 2017, the Company acquired Capaha Bank , with three locations in Cape Girardeau and Jackson, Missouri; and three locations in southern Illinois. The acquisition added $152 million in loans, and $167 million in deposits. In August 2014, the Company acquired Peoples Bank of the Ozarks , adding 10 locations in southwest Missouri, including eight in the Springfield, Missouri MSA, with $190 million in loans and $222 million in deposits. 3 |
| Branch Map Southern Bank operates 51 banking facilities across southern Missouri, St. Louis, MO MSA, northeast and north - central Arkansas, and southern Illinois. 4 |
| Loan Growth Loan portfolio, at period end (gross loans, excluding loans in process and deferred loan fees; dollars in millions) $1,413 $1,582 $1,866 $2,171 $2,237 $2,720 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 Consumer & Other Agricultural Operating & Equip. Commercial Business Construction R/E (balances funded) Agricultural R/E Commercial R/E Residential R/E Data is for the fiscal years ended June 30. Residential real estate includes multifamily. Acquisitions over this time period inc luded the following loan portfolios, noted at fair value on the acquisition date: FortuneBank Acquisition, February 2022: $202 million Central Federal Acquisition, May 2020: $51 million Gideon Acquisition, November 2018: $144 million SMB - Marshfield Acquisition, February 2018: $68 million 8 PPP loan balances totaled $1.3 million at June 30, 2020, $63.0 million at June 30, 2021, and $3.1 million at June 30, 2022 |
| Loan Portfolio Composition Residential R/E , 33.2% Commercial R/E , 34.4% Agricultural R/E , 7.8% Construction R/E , 4.9% Commercial Business , 12.2% Agricultural Operating & Equip. , 4.1% Consumer and Other , 3.4% Residential R/E , 31.3% Commercial R/E , 32.8% Agricultural R/E , 9.9% Construction R/E , 4.0% Commercial Business , 11.4% Agricultural Operating & Equip. , 6.1% Consumer and Other , 4.5% Loans, as of June 30, 2017 Loans, as of June 30, 2022 9 |
| Deposit Growth Deposits, at period end (dollars in millions) Data is for the fiscal years ended June 30. Acquisitions over this time period included the following deposit balances assum ed, noted at fair value on the acquisition date: FortuneBank Acquisition, February 2022: $214 million Central Federal Acquisition, May 2020: $47 million Gideon Acquisition, November 2018: $171 million SMB Acquisition, February 2018: $68 million 10 $1,456 $1,580 $1,894 $2,185 $2,331 $2,815 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 Noninterest-bearing Transaction Accounts Interest-bearing Transaction Accounts Money Market Deposit Accounts Savings Accounts Certificates < $250,000 Brokered Certificates (not reciprocal) Certificates > $250,000 |
| Deposit Portfolio Composition CDs >= $250,000 , 4.6% Brokered CDs (not reciprocal) , 5.2% CDs < $250,000 , 27.0% Savings , 10.1% MMDAs , 7.3% NOW , 32.9% Noninterest , 12.9% Deposits, as of June 30, 2017 Deposits, as of June 30, 2022 CDs >= $250,000 , 4.9% Brokered CDs (not reciprocal) , 0.4% CDs < $250,000 , 17.4% Savings , 9.7% MMDAs , 10.8% NOW , 41.6% Noninterest , 15.2% 11 |
| Stock Performance – Five Year Total Return Data is as of July 27, 2022, when our closing stock price was $51.28. Source: S&P Global Market Intelligence 13 |
| Important Statements Forward Looking Statements This presentation may contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Southern Missouri Bancorp, Inc. (the “Company”). These forward - looking statements may include, without limitation, statements with respec t to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or an tic ipated 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 perfo rma nce. The important factors we discuss below, as well as other factors identified in this filing and in our other filings with the SEC and those pre sented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward - looking statem ents made in this document: potential adverse impacts to the economic conditions in the Company’s local market areas, other markets where the Company has le nding relationships, or other aspects of the Company’s business operations or financial markets, generally, resulting from the ongoing COVID 19 pa nde mic and any governmental or societal responses thereto; expected cost savings, synergies and other benefits from our merger and acquisition activities, including our ongoing and rec ent ly completed acquisitions, might not be realized within the anticipated time frames, to the extent anticipated, or at all, and costs or difficulties rel ati ng to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the U. S. Government and the governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write - offs and changes in estimates of the adequacy of the allowance for credit losses; our ability to access cost - effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products a nd services by users, including the features, pricing and quality compared to competitors’ products and services; fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business con ditions; demand for loans and deposits in our market area; legislative or regulatory changes that adversely affect our business; changes in accounting principles, policies, or guidelines; results of examinations of us by our regulators, including the possibility that our regulators may, among other things, requi re us to increase our reserve for loan losses or to write - down assets; 14 |
| Forward Looking Statements, continued the impact of technological changes; and our success at managing the risks involved in the foregoing. The Company disclaims any obligation to update or revise any forward - looking statements based on the occurrence of future events , the receipt of new information, or otherwise. Financial Data Financial information presented as of and for the year ended June 30, 2022, is provided on a preliminary basis and is unaudit ed. Non - GAAP Financial Measures Tangible common equity, tangible book value per common share, core diluted earnings per common share, and core net interest m arg in are financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States (G AAP ). These non - GAAP financial measures are supplemental and not a substitute for an analysis based on GAAP measures. As other companies may use d iff erent calculations for these measures, this presentation may not be comparable to other similarly titled measures used by other companies. We calculate tangible common equity by excluding the balance of intangible assets from common stockholders’ equity. We calcul ate tangible book value per common share by dividing tangible common equity by common shares outstanding, less restricted common shares not vested, a s c ompared to book value per common share, which we calculate by dividing common stockholders’ equity by common shares outstanding, less restric ted common shares not vested. We believe that this is consistent with the treatment by bank regulatory agencies, which generally exclude intangible as sets from the calculation of risk - based capital ratios. We calculate core diluted earnings per common share by excluding from net interest income the accretion of fair value discoun t o n the acquired loan portfolio and amortization of fair value premium on the acquired time deposit portfolio resulting from the fiscal 2015 acquisition of Peoples Bank of the Ozarks (the Peoples Acquisition), the fiscal 2017 acquisition of Capaha Bank (the Capaha Acquisition), the fiscal 2018 acquis iti on of Southern Missouri Bank of Marshfield (the SMB - Marshfield Acquisition), the fiscal 2019 acquisition of First Commercial Bank (the First Commercial Acqui sition), and the fiscal 2020 acquisition of Central Federal Savings & Loan Association (the Central Federal Acquisition), the fiscal 2022 acquisition of F ort uneBank (the FortuneBank Acquisition) and also excluding from noninterest expense the acquisition expenses we incurred during fiscal years 2017, 2018, 20 19, 2020, and 2022 resulting from the acquisitions we undertook during those years. We believe that core diluted earnings per common share is useful in assessing our core operating performance, particularly when comparing periods or when comparing our operating performance to the operating perfo rma nce of our industry peers. We calculate core net interest margin by excluding fro m net interest income the accretion of fair value discount on the acquired loan portfolio and amortization of fair value premium on the acquired time deposit portfolio resulting from the Peoples Acquisition, the Capaha Acq uisition, the SMB - Marshfield Acquisition, the First Commercial Acquisition, the Central Federal Acquisition, and the FortuneBank Acquisition. We believe that each of these non - GAAP financial measures provides information that is important to investors and that is useful in understanding our capital position and ratios. Reconciliations of the non - GAAP measures of tangible common equity, tangible book value per common share, core diluted earnings per common share, and core net interest margin to the GAAP measures of common stockholders’ equity, book value per c omm on share, diluted earnings per common share, and net interest margin are set forth below. Important Statements (cont.) 15 |
| Important Statements (cont.) 16 As of Dollars in thousands, except per share data June 30, 2017 June 30, 2018 June 30, 2019 June 30, 2020 June 30, 2021 June 30, 2022 Common stockholders' equity $ 173,083 $ 200,694 $ 238,392 $ 258,347 $ 283,423 $ 320,772 Less: Goodwill 8,631 13,078 14,089 14,089 14,089 27,288 Less: Other intangible assets, net 6,759 6,918 9,239 7,700 7,129 8,175 Tangible common equity $ 157,693 $ 180,698 $ 215,064 $ 236,558 $ 262,205 $ 285,309 Book value per common share $ 20.19 $ 22.38 $ 25.74 $ 28.39 $ 31.94 $ 34.91 Less: Intangible assets per common share 1.79 2.23 2.52 2.39 2.39 3.86 Tangible book value per common share $ 18.40 $ 20.15 $ 23.22 $ 26.00 $ 29.55 $ 31.05 Share information Common shares outstanding 8,591,363 8,996,584 9,289,308 9,127,390 8,905,198 9,227,111 Adjustment for restricted common shares not vested (18,775) (28,700) (28,250) (28,025) (31,845) (39,230) Common shares for book value determination 8,572,588 8,967,884 9,261,058 9,099,365 8,873,353 9,187,881 |