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, 2018
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.
2991 Oak Grove Road
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, 2018 and 2017
Southern Bank 401(k) Retirement Plan
June 30, 2018 and 2017
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) | 13 |
Report of Independent Registered Public Accounting Firm
Audit Committee
Southern Bank 401(k) Retirement Plan
Poplar Bluff, Missouri
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Southern Bank 401(k) Retirement Plan (the “Plan”) as of June 30, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended June 30, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 2018 and 2017, and the changes in net assets available for benefits for the year ended June 30, 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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 included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of June 30, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule 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 schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, 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 Schedule of Assets (Held at End of Year) as of June 30, 2018, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
We have served as the Plan's auditor since 2012.
/s/ BKD, LLP
St. Louis, Missouri
December 19, 2018
See Notes to Financial Statements
| | | | |
| Investment Income | | | |
| Net appreciation in fair value of investments | | $ | 3,489,867 | |
| Interest and dividends | | | 625,017 | |
| | | | | |
| Net investment income | | | 4,114,884 | |
| | | | | |
| Interest Income on Notes Receivable from Participants | | | 21,933 | |
| | | | | |
| Contributions | | | | |
| Participants | | | 676,020 | |
| Employer | | | 1,332,200 | |
| Rollovers | | | 1,047,087 | |
| | | | | |
| Total contributions | | | 3,055,307 | |
| | | | | |
| Total additions | | | 7,192,124 | |
| | | | | |
| Deductions | | | | |
| Benefits paid to participants | | | 1,186,981 | |
| Administrative fees | | | 3,850 | |
| | | | | |
| Total deductions | | | 1,190,831 | |
| | | | | |
| Net Increase | | | 6,001,293 | |
| | | | | |
| Net Assets Available for Benefits, Beginning of Year | | | 22,676,278 | |
| | | | | |
| Net Assets Available for Benefits, End of Year | | $ | 28,677,571 | |
| | | | | |
See Notes to Financial Statements
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
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, 2018 and 2017, 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, 2018 and 2017, forfeited non-vested accounts totaled $4,740 and $11,661, respectively. These accounts will be used to reduce future Bank contributions. The forfeitures totaling $4,740 were used to reduce employer contributions made during the 2019 plan year related to the 2018 employer contributions receivable. Also, in 2018, employer contributions were reduced by $22,101 from forfeited non-vested accounts.
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
Notes Receivable from Participants
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. Loans are repaid 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.
Investment Valuation 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.
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.
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
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.
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.
| Note 3: | Related-Party and 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, 2018 and 2017 was 374,642 shares and 403,123 shares, respectively, and the Plan received dividends of $173,688 during the year ended June 30, 2018.
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.
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
| Note 4: | Disclosures About 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, 2018 and 2017:
| | | | | | June 30, 2018 | |
| | | | | | 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 | | $ | 14,618,938 | | | $ | 14,618,938 | | | $ | - | | | $ | - | |
| Mutual funds | | | 11,830,167 | | | | 11,830,167 | | | | - | | | | - | |
| Money market fund | | | 898,400 | | | | 898,400 | | | | - | | | | - | |
| | | $ | 27,347,505 | | | $ | 27,347,505 | | | $ | - | | | $ | - | |
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
| | | | | | June 30, 2017 | |
| | | | | | 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 | | $ | 13,004,743 | | | $ | 13,004,743 | | | $ | - | | | $ | - | |
| Mutual funds | | | 8,453,513 | | | | 8,453,513 | | | | - | | | | - | |
| Money market fund | | | 280,183 | | | | 280,183 | | | | - | | | | - | |
| | | $ | 21,738,439 | | | $ | 21,738,439 | | | $ | - | | | $ | - | |
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, 2018. 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 5: | 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, 2018 and 2017, to Form 5500:
| | | 2018 | | | 2017 | |
| | | | | | | |
| Net assets available for benefits per the financial statements | | $ | 28,677,571 | | | $ | 22,676,278 | |
| Less: employer’s contributions receivable | | | 746,371 | | | | 501,790 | |
| | | | | | | | | |
| Net assets available for benefits per Form 5500 | | $ | 27,931,200 | | | $ | 22,174,488 | |
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
The following is a reconciliation of contributions per the financial statements for the year ended June 30, 2018, to Form 5500:
| | | 2018 | |
| | | | |
| Contributions per the financial statements | | $ | 3,055,307 | |
| Add: Employer’s contributions receivable at June 30, 2017 | | | 501,790 | |
| Less: Employer’s contributions receivable at June 30, 2018 | | | (746,371 | ) |
| | | | | |
| Contributions per Form 5500 | | $ | 2,810,726 | |
On June 16, 2017, the Company acquired Capaha Bank and approved an amendment to terminate the Capaha Bank 401(k) Retirement & Savings Plan effective July 31, 2017. All participants in the Capaha Bank 401(k) Retirement & Savings Plan became 100% vested in that plan upon termination and were provided the option to have their account balance rolled into any qualified plan (including the Plan) or IRA, receive a lump-sum distribution or be paid through an annuity contract. An aggregate of $694,186 was rolled into the Plan during the year ended June 30, 2018, and is included in the rollovers on the statement of changes in net assets available for benefits.
On February 23, 2018, the Company acquired Southern Missouri Bank of Marshfield and approved an amendment to terminate the Southern Missouri Bank of Marshfield 401(k) Retirement & Savings Plan effective March 29, 2018. All participants in the Southern Missouri Bank of Marshfield 401(k) Retirement & Savings Plan became 100% vested in that plan upon termination and were provided the option to have their account balance rolled into any qualified plan (including the Plan) or IRA, receive a lump-sum distribution or be paid through an annuity contract. An aggregate of $183,303 was rolled into the Plan during the year ended June 30, 2018, and is included in the rollovers on the statement of changes in net assets available for benefits.
On November 21, 2018, the Company acquired First Commercial Back and approved an amendment to terminate the First Commercial Bank 401(k) Retirement & Savings Plan effective December 20, 2018. All participants in the First Commercial Bank 401(k) Retirement & Savings Plan became 100% vested in that plan upon termination and were provided the options to have their account balance rolled into any qualified plan (including the Plan) or IRA, receive a lump-sum distribution or be paid through an annuity contract.
Southern Bank 401(k) Retirement Plan
Notes to Financial Statements (continued)June 30, 2018 and 2017
| 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.
Supplemental Schedule
| | Investment Type and Issuer | Description of Investment | | Current Value |
| * | American Funds Money Market Fund | 898,400 | | shares | | $898,400 |
| | | | | | | |
| | Mutual Funds | | | | | |
| * | American Funds Bond Fund of America | 24,521 | | shares | | 307,736 |
| * | American Funds Intermediate Bond Fund of America | 6,560 | | shares | | 86,071 |
| * | American Funds Income Fund of America | 12,774 | | shares | | 289,582 |
| | Franklin Income Fund | 49,915 | | shares | | 115,304 |
| * | American Funds American Balanced Fund | 27,056 | | shares | | 732,949 |
| | Invesco Van Kampen Comstock Fund | 10,332 | | shares | | 275,772 |
| | Templeton Growth Fund | 6,033 | | shares | | 160,601 |
| * | American Funds Fundamental Investors | 8,322 | | shares | | 519,861 |
| * | American Funds Investment Company of America | 28,879 | | shares | | 1,162,087 |
| * | American Funds Growth Fund of America | 23,261 | | shares | | 1,244,675 |
| * | American Funds New Perspective Fund | 14,920 | | shares | | 663,340 |
| * | American Funds New World Fund | 7,077 | | shares | | 457,932 |
| | Putnam Growth Opportunities | 4,627 | | shares | | 159,132 |
| | Victory Established Value Fund | 26,498 | | shares | | 1,084,282 |
| | Franklin Small Cap Growth Fund | 26,708 | | shares | | 661,025 |
| * | American Funds 2010 Target Date Fund | 8,746 | | shares | | 94,723 |
| * | American Funds 2015 Target Date Fund | 4,712 | | shares | | 54,283 |
| * | American Funds 2020 Target Date Fund | 56,716 | | shares | | 711,791 |
| * | American Funds 2025 Target Date Fund | 31,212 | | shares | | 421,053 |
| * | American Funds 2030 Target Date Fund | 43,212 | | shares | | 628,738 |
| * | American Funds 2035 Target Date Fund | 54,888 | | shares | | 827,164 |
| * | American Funds 2040 Target Date Fund | 30,224 | | shares | | 467,560 |
| * | American Funds 2045 Target Date Fund | 27,725 | | shares | | 436,113 |
| * | American Funds 2050 Target Date Fund | 9,365 | | shares | | 144,312 |
| * | American Funds 2055 Target Date Fund | 5,879 | | shares | | 112,886 |
| * | American Funds 2060 Target Date Fund | 885 | | shares | | 11,195 |
| | | | | | | |
| * | Southern Missouri Bancorp, Inc. Common Stock (SMBC) | 374,642 | | shares | | 14,618,938 |
| | | | | | | |
*
| Notes Receivable from Participants
| Various maturity dates through 2023; interest rates from 4.25 to 5.75% | | 583,695 |
| | | | | | | $27,931,200 |
| | | | | | | |
| | * Party-in-interest | | | | | |
| | | | | | | |
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 19, 2018 | By: | /s/ Matt Funke |
| | Name: | Matt Funke |
| | Title: | Chief Financial Officer |
| | | |
