smbc-11k2013.htm
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, 2013

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
 
Public Accounting Firm’s Report and Financial Statements
 
June 30, 2013 and 2012
 

 
 
 
 

Southern Bank 401(k) Retirement Plan
 
June 30, 2013 and 2012
 

 
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

We have audited the accompanying statements of net assets available for benefits of Southern Bank 401(k) Retirement Plan as of June 30, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended June 30, 2013. 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. 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, 2013 and 2012, and the changes in its net assets available for benefits for the year ended June 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying schedule of assets (held at end of year) is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ BKD, LLP

St. Louis, Missouri
December 20, 2013
 

 

 
 
 
 

Southern Bank 401(k) Retirement Plan
 
Statements of Net Assets Available for Benefits
 
June 30, 2013 and 2012
 

 
   
2013
   
2012
 
             
Investments, At Fair Value
  $ 8,490,138     $ 6,392,095  
                 
Receivables
               
Notes receivable from participants
    108,665       111,451  
Participants’ contributions
    17,944       10,040  
Employer’s contributions
    316,683       262,600  
                 
      443,292       384,091  
                 
                 
Net Assets Available for Benefits
  $ 8,933,430     $ 6,776,186  

 

 

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, 2013
 

 
Investment Income
     
Net appreciation in fair value of investments
  $ 1,250,156  
Interest and dividends
    173,456  
         
Net investment income
    1,423,612  
         
Interest Income on Notes Receivable from Participants
    4,852  
         
Contributions
       
Participants
    310,200  
Employer
    450,524  
Rollovers
    25,222  
         
Total contributions
    785,946  
         
Total additions
    2,214,410  
         
Deductions
       
Benefits paid to participants
    56,660  
Administrative fees
    506  
         
Total deductions
    57,166  
         
Net Increase
    2,157,244  
         
Net Assets Available for Benefits, Beginning of Year
    6,776,186  
         
Net Assets Available for Benefits, End of Year
  $ 8,933,430  
         

 

 

See Notes to Financial Statements 
 
3
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements
 
June 30, 2013 and 2012
 

 
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.
 
Effective July 1, 2011, the Plan was modified such that 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.  Prior to the July 1, 2011 amendment, the Plan provided for safe harbor non-elective contributions of 3% 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.
 
 
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.
 

 
4
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 
 
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, 2013 and 2012, 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, 2013 and 2012, forfeited non-vested accounts totaled $20,953 and $72,076, respectively.  These accounts will be used to reduce future Bank contributions. The forfeitures totaling $20,953 were used to reduce employer contributions made during the 2014 plan year related to the 2013 employer contributions receivable.
 
 
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.
 

 
5
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 
 
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.
 
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 and has obtained a determination letter from the Internal Revenue Service stating that the prototype constitutes a
 

 
6
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 

 
qualified plan under Section 401 of the Internal Revenue Code and that the related trust was tax exempt as of the financial statement date.
 
The Plan is no longer subject to U.S. federal tax examinations by tax authorities for years before 2009.
 
 
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:
Investments
 
The fair value of the Plan’s investments at the end of the year is as follows:
 
   
2013
   
2012
 
             
Mutual funds
           
        Bond funds
  $ 255,738     $ 200,504  
        Balanced funds
    90,757       37,117  
        Growth & income funds
    652,400       425,045  
        Growth funds
    1,445,192       962,887  
        Target date funds
    336,416       202,425  
Company security – Southern Missouri Bancorp, Inc. Common Stock
    5,524,450       4,346,995  
Money market fund
    185,174       217,111  
Cash – Southern Missouri Bancorp Awaiting Stock Purchase Fund
    11       11  
                 
    $ 8,490,138     $ 6,392,095  

 
The Plan’s investments (including investments bought, sold and held during the year) appreciated in fair value as follows:
 
   
2013
 
       
Mutual funds
  $ 335,121  
Company security
    915,035  
         
    $ 1,250,156  

 
7
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 

 
The fair value of individual investments that represented 5% or more of the Plan’s net assets available for benefits were as follows:
 
   
2013
   
2012
 
             
Southern Missouri Bancorp, Inc. Common Stock
  $ 5,524,450     $ 4,346,995  

 
Interest and dividends realized on the Plan’s investments for the year ended June 30, 2013 were $173,456.
 

 
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, 2013 and 2012 was 215,210 shares and 204,564 shares, respectively, and the Plan received dividends of $125,827 during the year ended June 30, 2013.
 
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 that are significant to the fair value of the assets
 

 
8
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 
 
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, 2013 and 2012:
 
         
June 30, 2013
 
         
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
  $ 5,524,450     $ 5,524,450     $ -     $ -  
Mutual funds
                               
   Bond funds
    255,738       255,738       -       -  
   Balanced funds
    90,757       90,757       -       -  
   Growth & income funds
    652,400       652,400       -       -  
   Growth funds
    1,445,192       1,445,192       -       -  
   Target date funds
    336,416       336,416       -       -  
Money market fund
    185,174       185,174       -       -  

 

         
June 30, 2012
 
         
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
  $ 4,346,995     $ 4,346,995     $ -     $ -  
Mutual funds
                               
   Bond funds
    200,504       200,504       -       -  
   Balanced funds
    37,117       37,117       -       -  
   Growth & income funds
    425,045       425,045       -       -  
   Growth funds
    962,887       962,887       -       -  
   Target date funds
    202,425       202,425       -       -  
Money market fund
    217,111       217,111       -       -  


 
9
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 

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, 2013.  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, 2013 and 2012, to Form 5500:
 
   
2013
   
2012
 
             
Net assets available for benefits per the financial statements
  $ 8,933,430     $ 6,776,186  
Less: participants’ contributions receivable
    17,944       10,040  
Less: employer’s contributions receivable
    316,683       262,600  
                 
Net assets available for benefits per Form 5500
  $ 8,598,803     $ 6,503,546  

 
The following is a reconciliation of contributions per the financial statements for the year ended June 30, 2013, to Form 5500:
 
   
2013
 
       
Contributions per the financial statements
  $ 785,946  
Add: Employer’s contributions receivable at June 30, 2012
    262,600  
Add: Participants’ contributions receivable at June 30, 2012
    10,040  
Less: Employer’s contributions receivable at June 30, 2013
    (316,683 )
Less: Participants’ contributions receivable at June 30, 2013
    (17,944 )
         
Contributions per Form 5500
  $ 723,959  

 

 
10
 
 

Southern Bank 401(k) Retirement Plan
 
Notes to Financial Statements (continued)
 
June 30, 2013 and 2012
 

 
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.
 
The recent protracted economic decline presented employee benefit plans with difficult circumstances and challenges, which in some cases resulted in large and unanticipated declines in the fair value of investments.  The financial statements have been prepared using values and information currently available to the Plan.
 
Given the volatility of recent economic conditions, the values of assets recorded in the financial statements could change rapidly, resulting in material future adjustments in investment values that could negatively impact the Plan.
 

 
 
 
 
 
 

 

 

 
11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Supplemental Schedule
 

 
 
 
 
Southern Bank 401(k) Retirement Plan
 
EIN 43-0462350     PN001
 
Schedule H, Line 4i – Schedule of Assets (held at end of year)
 
June 30, 2013
 

 

   
Investment Type and Issuer
 
Description of Investment
 
Current Value
 
                   
  *  
American Funds Money Market Fund
    185,174  
shares
  $ 185,174  
     
Mutual Funds
                 
  *  
   American Funds Bond Fund of America
    3,474  
shares
    43,325  
  *  
   American Funds Intermediate Bond Fund of America
    15,793  
shares
    212,413  
  *  
   American Funds Income Fund of America
    1,141  
shares
    21,677  
     
   Franklin Income Fund
    1,855  
shares
    4,154  
  *  
   American Funds American Balanced Fund
    2,953  
shares
    64,926  
     
   Invesco Van Kampen Comstock Fund
    6,482  
shares
    134,572  
     
   Templeton Growth Fund
    859  
shares
    17,971  
  *  
   American Funds Fundamental Investors
    3,177  
shares
    144,692  
  *  
   American Funds Investment Company of America
    10,580  
shares
    355,165  
  *  
   American Funds Growth Fund of America
    7,988  
shares
    302,761  
  *  
   American Funds New Perspective Fund
    5,362  
shares
    177,642  
  *  
   American Funds New World Fund
    3,556  
shares
    188,174  
     
   Putnam Voyager Fund
    225  
shares
    5,468  
     
   Victory Established Value Fund
    13,350  
shares
    411,988  
     
   Franklin Small Cap Growth Fund
    23,912  
shares
    359,159  
  *  
   American Funds 2010 Target Date Fund
    2,480  
shares
    24,452  
  *  
   American Funds 2015 Target Date Fund
    364  
shares
    3,669  
  *  
   American Funds 2020 Target Date Fund
    7,548  
shares
    77,517  
  *  
   American Funds 2025 Target Date Fund
    5,429  
shares
    57,603  
  *  
   American Funds 2030 Target Date Fund
    5,299  
shares
    57,869  
  *  
   American Funds 2035 Target Date Fund
    1,709  
shares
    18,611  
  *  
   American Funds 2040 Target Date Fund
    5,740  
shares
    63,317  
  *  
   American Funds 2045 Target Date Fund
    1,208  
shares
    13,291  
  *  
   American Funds 2050 Target Date Fund
    1,429  
shares
    15,429  
  *  
   American Funds 2055 Target Date Fund
    352  
shares
    4,658  
                         
  *  
Southern Missouri Bancorp, Inc. Common Stock (SMBC)
    215,210  
shares
    5,524,450  
                         
  *  
Cash - SMBC Awaiting Purchase Fund
              11  
                         
  *  
Participant Loans
 
Various maturity dates through
2018, interest rates of 4.25%
    108,665  
                    $ 8,598,803  
                         
     
* Party-in-interest
                 

 


 

 
13
 
 

 
 
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 27, 2013
By: 
/s/ Matt Funke
  Name: 
Matt Funke
  Title: 
Chief Financial Officer