SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K


(Mark One)

[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2015

OR

[  ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _________________

Commission file number:    000-23406


A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

Southern Bank 401(k) Retirement Plan


B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


Southern Missouri Bancorp, Inc.
531 Vine Street
Poplar Bluff, MO  63901

 
 

 

SOUTHERN BANK 401(k) RETIREMENT PLAN

Required Information

The Southern Bank 401(k) Retirement Plan (the “Plan”) is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and for purposes of satisfying the requirements of Form 11-K has included for filing herewith the Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA. Attached to this report as Exhibit 23 is the consent of BKD, LLP.

 



 


Southern Bank 401(k) Retirement Plan
 
EIN 43-0462350     PN001
 
Report of Independent Registered Public Accounting Firm and Financial Statements
 
June 30, 2015 and 2014
 
 
 
 
 
 
 
 
 


 
Southern Bank 401(k) Retirement Plan
 
June 30, 2015 and 2014
 

 
Contents
 

 
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements
 
Statements of Net Assets Available for Benefits
2
Statement of Changes in Net Assets Available for Benefits
3
Notes to Financial Statements
4
   
Supplemental Schedule
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
14

 
 
 
 
 
 
 
 
 
 
 


 
Report of Independent Registered Public Accounting Firm


Audit Committee
Southern Bank 401(k) Retirement Plan
Poplar Bluff, Missouri
 
We have audited the accompanying statements of net assets available for benefits of Southern Bank 401(k) Retirement Plan as of June 30, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended June 30, 2015. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Southern Bank 401(k) Retirement Plan as of June 30, 2015 and 2014, and the changes in net assets available for benefits for the year ended June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.
 
The supplemental Schedule of Assets (Held at End of Year) has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the
supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we
evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 . In our opinion, the supplemental Schedule of Assets (Held at End of Year) is fairly stated, in all material respects, in relation to the financial statements as a whole.
 

/s/ BKD, LLP

St. Louis, Missouri
December 17, 2015
 

 


 
Southern Bank 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
June 30, 2015 and 2014


   
2015
   
2014
 
         
Investments, At Fair Value
 
$
15,665,555
   
$
12,670,670
 
                 
Receivables
               
Notes receivable from participants
   
379,782
     
177,619
 
Employer's contributions
   
392,295
     
302,219
 
                 
     
772,077
     
479,838
 
                 
                 
Net Assets Available for Benefits
 
$
16,437,632
   
$
13,150,508
 
 
 
 
 
 
 
 
See Notes to Financial Statements
 

 
2
 
 
Southern Bank 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended June 30, 2015


     
Investment Income
   
Net appreciation in fair value of investments
 
$
237,393
 
Interest and dividends
   
477,045
 
         
Net investment income
   
714,438
 
         
Interest Income on Notes Receivable from Participants
   
10,335
 
         
Contributions
       
Participants
   
407,944
 
Employer
   
747,105
 
Rollovers
   
111,750
 
         
             Total contributions
   
1,266,799
 
 
      Transfers From Acquired Company Plan
   
2,337,616
 
 
             Total additions
   
4,329,188
 
         
Deductions
       
Benefits paid to participants
   
1,038,357
 
      Administrative fees
   
3,707
 
         
             Total deductions
   
1,042,064
 
         
       Net Increase
   
3,287,124
 
         
Net Assets Available for Benefits, Beginning of Year
   
13,150,508
 
         
Net Assets Available for Benefits, End of Year
 
$
16,437,632
 
         
 
 
See Notes to Financial Statements

3

Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014


Note 1:
Description of the Plan
The following description of Southern Bank 401(k) Retirement Plan (Plan) provides only general information.  Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan's provisions, which are available from the Plan Administrator.
General
The Plan is a defined contribution plan sponsored by Southern Bank (the Bank), a wholly-owned subsidiary of Southern Missouri Bancorp, Inc. (the Company), for the benefit of its employees who have at least one year of service and are age 21 or older.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Bank also maintained a qualified Employee Stock Ownership Plan (ESOP).  The Bank merged the ESOP into the Plan effective October 1, 2010.  Participant accounts under the ESOP are maintained as a separate source (ESOP Source) under the Plan with ESOP provisions concerning matters such as vesting, withdrawals, loans, dividends, and distributions remaining in effect.
The Plan is administered by the Bank.  Capital Bank and Trust is the trustee of the Plan.  American Funds serves as Plan custodian.
Contributions
The Plan permits eligible employees to make voluntary contributions to the Plan up to the annual limit set by the Internal Revenue Service (IRS).  Employee rollover contributions are also permitted.
The Bank makes safe harbor matching contributions of 100% of employees' salary deferral amounts on the first 3% of employees' compensation, and 50% of employees' salary deferral amounts on the next 2% of employees' compensation.  The Bank also makes profit-sharing contributions.  Bank profit-sharing contributions are discretionary as determined by the Bank's Board of Directors.  Contributions are subject to certain limitations.  Forfeitures are used to reduce Bank contributions.
Plan Merger
Effective January 1, 2015, the assets of the Peoples Bank of the Ozarks 401(k) Retirement Plan totaling $2,337,616 were merged into the Plan.
 
4
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

Participant Investment Account Options
Investment account options available include various funds and common stock of the Company.  Each participant has the option of directing his contributions into any of the separate investment accounts and may change the allocation daily.
Participant Accounts
Each participant's account is credited with the participant's contribution, the Bank's contribution, and plan earnings, and is charged with an allocation of administrative expenses.  Allocations are based on participant earnings or account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
Vesting
Participants are immediately vested in their voluntary contributions plus earnings thereon.  Bank matching contributions and ESOP Source contributions are vested at a rate of 20% per year of service beginning with completion of the second year of service.  A participant becomes fully vested with completion of their sixth year of service.  The non-vested balance is forfeited upon termination of service.  Forfeitures are used to reduce Bank contributions.
Payment of Benefits
Under the terms of the Plan, participants are entitled to receive the amount credited to their accounts upon normal retirement at the age of 65 or disability retirement.  Participants terminating employment prior to retirement are entitled to receive that portion of their account that is vested.  In the event of death, the participant's account becomes fully vested and is paid to the designated beneficiary.  Distributions under the Plan are payable in a lump sum or through installments.  Payments through installments are only available to Participants with a vested account balance in excess of $5,000 who terminate at normal retirement age or later.  At June 30, 2015 and 2014, Plan assets included no amounts allocated to accounts of terminated or retired participants who have elected to withdraw from the Plan but which had not yet been paid.
Forfeited Accounts
At June 30, 2015 and 2014, forfeited non-vested accounts totaled $3,791 and $11,880, respectively.  These accounts will be used to reduce future Bank contributions. The forfeitures totaling $3,791 were used to reduce employer contributions made during the 2016 plan year related to the 2015 employer contributions receivable.
 
5
 

Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

Participant Loans
The Plan Document includes provisions authorizing loans from the Plan to active eligible participants.  Loans are made to any eligible participant demonstrating a qualifying need.  The minimum amount of a loan shall be $1,000.  The maximum amount of a participant's loans is determined by the available loan balance restricted to the lesser of $50,000 or 50% of the participant's vested account balance.  All loans are covered by demand notes and are repayable over a period not to exceed five years through payroll withholdings unless the participant is paying the loan in full.  Interest on the loans is fixed for the term of the loan at a rate one percentage point above the Wall Street Journal's published prime rate of interest on the first day of the month in which the loan was made.
Plan Termination
Although it has not expressed an intention to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.  In the event of plan termination, participants will become 100% vested in their accounts.

Note 2:
Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.
Valuation of Investments and Income Recognition
Quoted market prices, if available, are used to value investments.  Common stock is valued at the closing price reported on the active market on which the individual security is traded.  Mutual funds and the money market fund are valued at the net asset value (NAV) of shares held by the plan at year end.
 
 
6
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Plan Tax Status
The Plan operates under a non-standardized adoption agreement in connection with a prototype 401(k) profit-sharing plan and trust sponsored by American Funds Distributors, Inc.  This prototype plan document has been filed with the appropriate agency. The Plan has not obtained or requested a determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan was qualified and the related trust was tax exempt.
The Plan is no longer subject to U.S. federal tax examinations by tax authorities for years before 2011.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Administrative Expenses
Administrative expenses may be paid by the Bank or the Plan, at the Bank's discretion.


7

Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014





Note 3:
Investments
The fair value of the Plan's investments at the end of the year is as follows:
   
2015
   
2014
 
         
Mutual funds
       
        Bond funds
 
$
328,791
   
$
290,351
 
        Balanced funds
   
313,683
     
174,495
 
        Growth & income funds
   
1,193,930
     
998,170
 
        Growth funds
   
2,683,761
     
2,062,578
 
        Target date funds
   
2,465,262
     
1,234,922
 
Company security – Southern Missouri Bancorp, Inc. Common Stock
   
8,452,219
     
7,714,114
 
Money market fund
   
227,905
     
185,712
 
Cash – Southern Missouri Bancorp Awaiting Stock Purchase Fund
   
4
     
10,328
 
                 
   
$
15,665,555
   
$
12,670,670
 

The Plan's investments (including investments bought, sold and held during the year) appreciated in fair value as follows:
   
2015
 
     
Mutual funds
 
$
(108,724
)
Company security
   
346,117
 
         
   
$
237,393
 

The fair value of individual investments that represented 5% or more of the Plan's net assets available for benefits were as follows:
   
2015
   
2014
 
         
Southern Missouri Bancorp, Inc. Common Stock
 
$
8,452,219
   
$
7,714,114
 
American Funds 2020 Target Date Fund
   
872,505
     
-
 

Interest and dividends realized on the Plan's investments for the year ended June 30, 2015 were $477,045.
 
8
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014


Note 4:
Party-in-Interest Transactions
Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, a person who owns 50 percent or more of such an employer, or relatives of such persons.
The Plan allows participants to invest their account balances in shares of the Company.  The number of shares of common stock held by the Plan at June 30, 2015 and 2014 was 448,394 shares and 213,687 shares, respectively, and the Plan received dividends of $149,366 during the year ended June 30, 2015.
The plan incurs expenses related to general administrative and record keeping. The Company pays certain administrative expenses and accounting and auditing fees relating to the Plan and provides certain administrative services at no cost to the plan.

Note 5:
Fair Value of Plan Assets
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs.  There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
Level 3 Unobservable inputs that are supported by little or no market activity and significant to the fair value of the assets
Recurring Measurements
The following tables present the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2015 and 2014:
 
9
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

       
June 30, 2015
 
       
Fair Value Measurements Using
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
                 
Company security
 
$
8,452,219
   
$
8,452,219
   
$
-
   
$
-
 
Mutual funds
                               
   Bond funds
   
328,791
     
328,791
     
-
     
-
 
   Balanced funds
   
313,683
     
313,683
     
-
     
-
 
   Growth & income funds
   
1,193,930
     
1,193,930
     
-
     
-
 
   Growth funds
   
2,683,761
     
2,683,761
     
-
     
-
 
   Target date funds
   
2,465,262
     
2,465,262
     
-
     
-
 
Money market fund
   
227,905
     
227,905
     
-
     
-
 

       
June 30, 2014
 
       
Fair Value Measurements Using
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
                 
Company security
 
$
7,714,114
   
$
7,714,114
   
$
-
   
$
-
 
Mutual funds
                               
   Bond funds
   
290,351
     
290,351
     
-
     
-
 
   Balanced funds
   
174,495
     
174,495
     
-
     
-
 
   Growth & income funds
   
998,170
     
998,170
     
-
     
-
 
   Growth funds
   
2,062,578
     
2,062,578
     
-
     
-
 
   Target date funds
   
1,234,922
     
1,234,922
     
-
     
-
 
Money market fund
   
185,712
     
185,712
     
-
     
-
 
 
 
10
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy.  There have been no significant changes in the valuation techniques during the year ended June 30, 2015.  In addition, the Plan had no assets measured at fair value on a nonrecurring basis.
Investments
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.

Note 6:
Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements at June 30, 2015 and 2014, to Form 5500:
   
2015
   
2014
 
         
Net assets available for benefits per the financial statements
 
$
16,437,632
   
$
13,150,508
 
Less: employer's contributions receivable
   
392,295
     
302,219
 
                 
Net assets available for benefits per Form 5500
 
$
16,045,337
   
$
12,848,289
 

The following is a reconciliation of contributions per the financial statements for the year ended June 30, 2015, to Form 5500:
   
2015
 
     
Contributions per the financial statements
 
$
1,266,799
 
Add: Employer's contributions receivable at June 30, 2014
   
302,219
 
Less: Employer's contributions receivable at June 30, 2015
   
(392,295
)
         
Contributions per Form 5500
 
$
1,176,723
 
 
 
11
 
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)
June 30, 2015 and 2014

 
Note 7:
Risks and Uncertainties
The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants' account balances and the amounts reported in the statements of net assets available for benefits.
 
 
 
 
 
 
 
 
 
 
 
12
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Supplemental Schedule
 
 
 
 
 
 
 
 
 
 
 
 

 
13
 
Southern Bank 401(k) Retirement Plan
EIN 43-0462350     PN001
Schedule H, Line 4i – Schedule of Assets (held at end of year)
June 30, 2015

 
Investment Type and Issuer
Description of Investment
 Current Value
         
*
American Funds Money Market Fund
                227,905
shares
 $                    227,905
         
 
Mutual Funds
     
*
   American Funds Bond Fund of America
                   10,173
shares
128,990
*
   American Funds Intermediate Bond Fund of America
                  14,767
shares
                       199,801
*
   American Funds Income Fund of America
                     3,688
shares
                         77,857
 
   Franklin Income Fund
                     16,764
shares
                         38,390
*
   American Funds American Balanced Fund
                     8,075
shares
                       197,436
 
   Invesco Van Kampen Comstock Fund
                  10,745
shares
                       274,634
 
   Templeton Growth Fund
                     3,819
shares
                         90,821
*
   American Funds Fundamental Investors
                     4,808
shares
                       252,654
*
   American Funds Investment Company of America
                  15,677
shares
                       575,821
*
   American Funds Growth Fund of America
                  17,621
shares
                       774,775
*
   American Funds New Perspective Fund
                  10,837
shares
                       406,402
*
   American Funds New World Fund
                     5,255
shares
                       284,645
 
   Putnam Voyager Fund
                     2,247
shares
                         68,003
 
   Victory Established Value Fund
                  19,834
shares
                       680,306
 
   Franklin Small Cap Growth Fund
                  24,575
shares
                       469,630
*
   American Funds 2010 Target Date Fund
                     4,746
shares
                         48,786
*
   American Funds 2015 Target Date Fund
                     5,473
shares
                         60,037
*
   American Funds 2020 Target Date Fund
                  75,411
shares
                       872,505
*
   American Funds 2025 Target Date Fund
                  20,894
shares
                       257,204
*
   American Funds 2030 Target Date Fund
                  20,114
shares
                       259,674
*
   American Funds 2035 Target Date Fund
                  27,732
shares
                       360,517
*
   American Funds 2040 Target Date Fund
                  27,498
shares
                       362,152
*
   American Funds 2045 Target Date Fund
                  11,825
shares
                       156,331
*
   American Funds 2050 Target Date Fund
                     4,952
shares
                         64,075
*
   American Funds 2055 Target Date Fund
                     1,506
shares
                         23,981
         
*
Southern Missouri Bancorp, Inc. Common Stock (SMBC)
                448,394
shares
                    8,452,219
         
*
Cash - SMBC Awaiting Purchase Fund
   
                                   4
         
*
Notes Receivable from Participants
 Various maturity dates through
2020; interest rates up to 5.25%
                       379,782
       
 $              16,045,337
         
 
* Party-in-interest
     
         

 
14
 
 
SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

    SOUTHERN BANK 401(k) RETIREMENT PLAN
   
 
  By:  Southern Bank, as Plan Administrator 
     
Date  December 17, 2015
By: 
/s/ Matt Funke
  Name: 
Matt Funke
  Title: 
Chief Financial Officer
   
 
 
 
 
 
 
 
 
 
 
 
 
 

 
15
 
EXHIBIT 23

 
Consent of Independent Registered Public Accounting Firm
 
 
We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-170651) pertaining to Southern Bank 401(k) Retirement Plan of our report dated December 17, 2015, on our audits of the statements of net assets available for benefits of Southern Bank 401(k) Retirement Plan as of June 30, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years ended June 31, 2015 and 2014,which report appears in the June 30, 2015, annual report on Form 11-K of Southern Bank 401(k) Retirement Plan.
 
 
/s/ BKD, LLP
 
St. Louis, Missouri
December 17, 2015