SOUTHERN MISSOURI BANCORP, INC. (Form: 10-K, Received: 09/13/2019 17:29:19)

Residential Mortgage Lending. The Bank actively originates loans for the acquisition or refinance of one- to four-family residences. These loans are originated as a result of customer and real estate agent referrals, existing and walk-in customers and from responses to the Bank's marketing campaigns. At June 30, 2019, residential loans secured by one- to four-family residences totaled $351.0 million, or 20.4% of net loans receivable.

The Bank currently offers both fixed-rate and adjustable-rate mortgage ("ARM") loans. During the year ended June 30, 2019, the Bank originated $35.9 million of ARM loans and $39.4 million of fixed-rate loans that were secured by one- to four-family residences, for retention in the Bank’s portfolio. An additional $30.8 million in fixed-rate one- to four-family residential loans were originated for sale on the secondary market. Substantially all of the one- to four-family residential mortgage originations in the Bank's portfolio are located within the Bank's market area.

The Bank generally originates one- to four-family residential mortgage loans for retention in its portfolio in amounts up to 90% of the lower of the purchase price or appraised value of residential property. For loans originated in excess of 80% loan-to-value, the Bank generally charges an additional 50-100 basis points, but does not require private mortgage insurance. At June 30, 2019, the outstanding balance of loans originated with a loan-to-value ratio in excess of 80% was $76.0 million. For fiscal years ended June 30, 2019, 2018, 2017, 2016, and 2015, originations of one- to four-family loans in excess of 80% loan-to-value have totaled $23.3 million, $26.3 million, $25.0 million, $16.5 million, and $24.3 million, respectively, totaling $115.4 million. The outstanding balance of those loans at June 30, 2019, was $61.2 million. Originating loans with higher loan-to-value ratios presents additional credit risk to the Bank. Consequently, the Bank limits this product to borrowers with a favorable credit history and a demonstrable ability to service the debt. The majority of new residential mortgage loans originated by the Bank for retention in its portfolio conform to secondary market underwriting standards, however, documentation of loan files may not be adequate to allow for immediate sale. The interest rates charged on these loans are competitively priced based on local market conditions, the availability of funding, and anticipated profit margins. Fixed and ARM loans originated by the Bank are amortized over periods as long as 30 years, but typically are repaid over shorter periods.

Fixed-rate loans secured by one- to four-family residences have contractual maturities up to 30 years, and are generally fully amortizing with payments due monthly. These loans normally remain outstanding for a substantially shorter period of time because of refinancing and other prepayments. A significant change in the interest rate environment can alter the average life of a residential loan portfolio. The one- to four-family fixed-rate loans do not contain prepayment penalties. At June 30, 2019, one- to four-family loans with a fixed rate totaled $169.8 million, and had a weighted-average maturity of 95 months.

The Bank currently originates one- to four-family adjustable rate mortgage (“ARM”) loans, which adjust annually, after an initial period of one to seven years. Typically, originated ARM loans secured by owner occupied properties reprice at a margin of 2.75% to 3.00% over the weekly average yield on United States Treasury securities adjusted to a constant maturity of one year (“CMT”). Generally, ARM loans secured by non-owner occupied residential properties reprice at a margin of 3.75% over the CMT index. Current residential ARM loan originations are subject to annual and lifetime interest rate caps and floors. As a consequence of using interest rate caps, initial rates which may be at a premium or discount, and a "CMT" loan index, the interest earned on the Bank's ARMs will react differently to changing interest rates than the Bank's cost of funds. At June 30, 2019, one- to four-family loans tied to the CMT index totaled $144.8 million. One- to four-family loans tied to other indices totaled $37.7 million.

In underwriting one- to four-family residential real estate loans, the Bank evaluates the borrower's ability to meet debt service requirements at current as well as fully indexed rates for ARM loans, and the value of the property securing the loan. Most properties securing real estate loans made by the Bank during fiscal 2019 had appraisals performed on them by independent fee appraisers approved and qualified by the Board of Directors. The Bank generally requires borrowers to obtain title insurance and fire, property and flood insurance (if indicated) in an amount not less than the amount of the loan. Real estate loans originated by the Bank generally contain a "due on sale" clause allowing the Bank to declare the unpaid principal balance due and payable upon the sale of the security property.

The Bank also originates loans secured by multi-family residential properties that are often located outside the Company’s primary market area, but made to borrowers who operate within the primary market area. At June 30, 2019, the Bank had $141.0 million, or 8.2% of net loans receivable, in multi-family residential real estate. The majority of the multi-family residential loans that are originated by the Bank are amortized over periods generally up to 25 years, with balloon maturities up to ten years. Both fixed and adjustable interest rates are offered and it is typical for the Bank to include an interest rate “floor” and “ceiling” in these loan agreements. Variable rate loans

typically adjust daily, monthly, quarterly or annually based on the Wall Street prime interest rate. Generally, multi-family residential loans do not exceed 85% of the lower of the appraised value or purchase price of the secured property. The Bank generally requires a Board-approved independent certified fee appraiser to be engaged in determining the collateral value. As a general rule, the Bank requires the unlimited guaranty of all individuals (or entities) owning (directly or indirectly) 20% or more of the stock of the borrowing entity.

The primary risk associated with multi-family loans is the ability of the income-producing property that collateralizes the loan to produce adequate cash flow to service the debt. High unemployment or generally weak economic conditions may result in borrowers having to provide rental rate concessions to achieve adequate occupancy rates. In an effort to reduce these risks, the Bank evaluates the guarantor’s ability to inject personal funds as a tertiary source of repayment.

Commercial Real Estate Lending. The Bank actively originates loans secured by commercial real estate including land (improved and unimproved), shopping centers, retail establishments, nursing homes and other healthcare related facilities, and other businesses generally located in the Bank's market area. At June 30, 2019, the Bank had $840.8 million in commercial real estate loans, which represented 45.5% of net loans receivable. Of this amount, $182.7 million were loans secured by agricultural properties. The increase over the last several fiscal years in agricultural lending is the result of an intentional focus by the Bank on that segment of our market, including the hiring of personnel with knowledge of agricultural lending and experience in that type of business development. The Bank expects to continue to grow its agricultural lending portfolio, but expects that the rate of growth experienced over the last several fiscal years is unlikely to be maintained. The Bank expects to continue to maintain or increase the percentage of commercial real estate loans, inclusive of agricultural properties, in its total portfolio.

Commercial real estate loans originated by the Bank are generally based on amortization schedules of up to 25 years with monthly principal and interest payments. Generally, these loans have fixed interest rates and maturities ranging up to seven years, with a balloon payment due at maturity. Alternatively, for some loans, the interest rate adjusts at least annually after an initial period up to five years, based upon the Wall Street prime rate. The Bank typically includes an interest rate "floor" in the loan agreement. The Bank's fixed-rate commercial real estate portfolio has a weighted average maturity of 49 months. Variable rate commercial real estate originations typically adjust daily, monthly, quarterly or annually based on the Wall Street prime rate. Generally, loans for improved commercial properties do not exceed 80% of the lower of the appraised value or the purchase price of the secured property. Agricultural real estate terms offered differ slightly, with amortization schedules of up to 25 years with an 80% loan-to-value ratio, or 30 years with a 75% loan-to-value ratio. Agricultural real estate loans generally require annual, instead of monthly, payments. Before credit is extended, the Bank analyzes the financial condition of the borrower, the borrower's credit history, and the reliability and predictability of the cash flow generated by the property and the value of the property itself. Generally, personal guarantees are obtained from the borrower in addition to obtaining the secured property as collateral for such loans. The Bank also generally requires appraisals on properties securing commercial real estate to be performed by a Board-approved independent certified fee appraiser.

Generally, loans secured by commercial real estate involve a greater degree of credit risk than one- to four-family residential mortgage loans. These loans typically involve large balances to single borrowers or groups of related borrowers. Because payments on loans secured by commercial real estate are often dependent on the successful operation or management of the secured property, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. See "Asset Quality."

Construction Lending. The Bank originates real estate loans secured by property or land that is under construction or development. At June 30, 2019, the Bank had $123.3 million, or 6.7% of net loans receivable in construction loans outstanding.

Construction loans originated by the Bank are generally secured by mortgage loans for the construction of owner occupied residential real estate or to finance speculative construction secured by residential real estate, land development, or owner-operated or non-owner occupied commercial real estate. At June 30, 2019, $44.3 million of the Bank's construction loans were secured by one- to four-family residential real estate (of which $14.2 million was for speculative construction), $31.3 million were secured by multi-family residential real estate, and $47.7 million were secured by commercial real estate. During construction, these loans typically require monthly interest-only payments and have maturities ranging from 6 to 12 months. Once construction is completed, construction loans may be converted to permanent financing, generally with monthly payments using amortization schedules of up to 30 years on residential and up to 25 years on commercial real estate.

Speculative construction and land development lending generally affords the Bank an opportunity to receive higher interest rates and fees with shorter terms to maturity than those obtainable from residential lending. Nevertheless, construction and land development lending is generally considered to involve a higher level of credit risk than one- to four-family residential lending due to (i) the concentration of principal among relatively few borrowers and development projects, (ii) the increased difficulty at the time the loan is made of accurately estimating building or development costs and the selling price of the finished product, (iii) the increased difficulty and costs of monitoring and disbursing funds for the loan, (iv) the higher degree of sensitivity to increases in market rates of interest and changes in local economic conditions, and (v) the increased difficulty of working out problem loans. Due in part to these risk factors, the Bank may be required from time to time to modify or extend the terms of some of these types of loans. In an effort to reduce these risks, the application process includes a submission to the Bank of accurate plans, specifications and costs of the project to be constructed. These items are also used as a basis to determine the appraised value of the subject property. Loan amounts are generally limited to 80% of the lesser of current appraised value and/or the cost of construction.

Consumer Lending. The Bank offers a variety of secured consumer loans, including: home equity, direct and indirect automobile, second mortgage, mobile home and deposit-secured loans. The Bank originates substantially all of its consumer loans in its primary market area. Usually, consumer loans are originated with fixed rates for terms of up to five years, with the exception of home equity lines of credit, which are variable, tied to the prime rate of interest, and are for a period of ten years. At June 30, 2019, the Bank's consumer loan portfolio totaled $97.5 million, or 5.3% of net loans receivable.

Home equity loans represented 44.5% of the Bank's consumer loan portfolio at June 30, 2019, and totaled $43.4 million, or 2.3% of net loans receivable.

Home equity lines of credit (HELOCs) are secured with a deed of trust and are generally issued for up to 90% of the appraised or assessed value of the property securing the line of credit, less the outstanding balance on the first mortgage. Interest rates on the HELOCs are adjustable and are tied to the current prime interest rate, generally with an interest rate floor in the loan agreement. This rate is obtained from the Wall Street Journal and adjusts on a daily basis. Interest rates are based upon the loan-to-value ratio of the property with better rates given to borrowers with more equity. HELOCs, which are secured by residential properties, are generally secured by stronger collateral than other consumer loans and, because of the adjustable rate structure, present less interest rate risk to the Bank.

Automobile loans represented 11.7% of the Bank's consumer loan portfolio at June 30, 2019, and totaled $11.4 million, or 0.62% of net loans receivable. Of that total, an immaterial amount was originated by auto dealers. Typically, automobile loans are made for terms of up to 60 months for new and used vehicles. Loans secured by automobiles have fixed rates and are generally made in amounts up to 100% of the purchase price of the vehicle.

Consumer loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards employed for consumer loans include employment stability, an application, a determination of the applicant's payment history on other debts, and an assessment of ability to meet existing and proposed obligations. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount.

Consumer loans may entail greater credit risk than do residential mortgage loans, because they are generally unsecured or are secured by rapidly depreciable or mobile assets, such as automobiles. In the event of repossession or default, there may be no secondary source of repayment or the underlying value of the collateral could be insufficient to repay the loan. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. The Bank's delinquency levels for these types of loans are reflective of these risks. See "Asset Classification."

Commercial Business Lending. The Bank's commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory, equipment and operating lines of credit. At June 30, 2019, the Bank had $355.9 million in commercial business loans outstanding, or 19.3% of net loans receivable. Of this amount, $95.5 million were loans related to agriculture, including amortizing equipment loans and annual production lines. The Bank expects to continue to maintain the current percentage of commercial business loans in its total loan portfolio.

The Bank currently offers both fixed and adjustable rate commercial business loans. At year end, the Bank had $222.3 million in fixed rate and $133.6 million of adjustable rate commercial business loans. The adjustable rate business loans typically reprice daily, monthly, quarterly, or annually, in accordance with the Wall Street prime rate of interest. The Bank typically includes an interest rate "floor" in the loan agreement.

Commercial business loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. Generally, commercial loans secured by fixed assets are amortized over periods up to five years, while commercial operating lines of credit or agricultural production lines are generally for a one year period. The Bank's commercial business loans are evaluated based on the loan application, a determination of the applicant's payment history on other debts, business stability and an assessment of ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, in relation to the proposed loan amount.

Unlike residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Contractual Obligations and Commitments, Including Off-Balance Sheet Arrangements. The following table discloses our fixed and determinable contractual obligations and commercial commitments by payment date as of June 30, 2019. Commitments to extend credit totaled $317.4 million at June 30, 2019.

	Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years		Total
	(Dollars in thousands)

Federal Home Loan Bank advances	$	2,934	$	33,595	$	8,000	$	379	$	44,908
Certificates of deposit		467,676		191,025		20,558		---		679,259
Total	$	470,610	$	224,620	$	28,558	$	379	$	724,167

	Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Years		Total
	(Dollars in thousands)

Construction loans in process	$	43,153	$	---	$	---	$	---	$	43,153
Other loan commitments		202,906		23,485		11,642		36,228		274,261
	$	246,059	$	23,485	$	11,642	$	36,228	$	317,414

Loan Maturity and Repricing

The following table sets forth certain information at June 30, 2019, regarding the dollar amount of loans maturing or repricing in the Bank's portfolio based on their contractual terms to maturity or repricing, but does not include scheduled payments or potential prepayments. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. Mortgage loans that have adjustable rates are shown as maturing at their next repricing date. Listed loan balances are shown before deductions for undisbursed loan proceeds, unearned discounts, unearned income and allowance for loan losses.

	Within One Year		After One Year Through 5 Years		After 5 Years Through 10 Years		After 10 Years		Total
	(Dollars in thousands)

Residential real estate	$	178,405	$	211,478	$	74,120	$	27,989	$	491,992
Commercial real estate		231,664		425,260		175,456		8,397		840,777
Construction		111,537		7,183		4,567		---		123,287
Consumer		66,920		28,968		1,512		134		97,534
Commercial business		205,087		134,912		12,757		3,118		355,874
Total loans	$	793,613	$	807,801	$	268,412	$	39,638	$	1,909,464

As of June 30, 2019, loans with a maturity date after June 30, 2020, with fixed interest rates totaled $953.6 million, and loans with a maturity date after June 30, 2020, with adjustable rates totaled $162.2 million.

Loan Originations, Sales and Purchases

Generally, loans are originated by the Bank's staff, who are salaried loan officers. All loan officers are eligible for bonuses based on production, market performance, and credit quality. Certain lenders, in particular those originating higher volume of residential loans for sale on the secondary market, may earn a relatively higher percentage of their total compensation through bonuses. Loans are originated both to be held for investment and to be sold into the secondary market. Loan applications are generally taken and processed at each of the Bank's full-service locations, and the Bank in recent years began processing online applications for single-family residential loans.

While the Bank originates both adjustable-rate and fixed-rate loans, the ability to originate loans is dependent upon the relative customer demand for loans in its market. In fiscal 2019, the Bank originated $606.3 million of loans, compared to $550.5 million and $494.9 million, respectively, in fiscal 2018 and 2017. Of these loans, mortgage loan originations were $437.6 million, $397.9 million, and $399.2 million in fiscal 2019, 2018 and 2017, respectively. Increases in originations over recent periods is attributed primarily to an expanded market area and customer base following recent acquisitions.

From time to time, the Bank has purchased loan participations consistent with its loan underwriting standards. During fiscal 2019, the Bank committed to purchase $21.5 million of new loan participations. At June 30, 2019, loan participations totaled $31.9 million, or 1.73% of net loans receivable. At June 30, 2019, all of these participations were performing in accordance with their respective terms. The Bank evaluates additional loan participations on an ongoing basis, based in part on local loan demand, liquidity, portfolio and capital levels.

The following table shows total loans originated, purchased, sold and repaid during the periods indicated.

	Year Ended June 30,
	2019			2018			2017
				(Dollars in thousands)

Total loans at beginning of period	$	1,628,127		$	1,464,002		$	1,170,981

Loans originated:
One- to four-family residential		106,113			96,061			94,733
Multi-family residential and
commercial real estate		234,075			185,914			235,427
Construction loans		97,442			115,919			69,087
Commercial business		143,776			134,318			78,342
Consumer and others		24,921			18,316			17,326
Total loans originated		606,327			550,528			494,915

Loans purchased:
Total loans purchased ⁽¹⁾		166,112			72,846			158,808

Loans sold:
Total loans sold		(50,488	)		(64,073	)		(56,131	)

Principal repayments		(431,898	)		(386,912	)		(295,615	)
Participation principal repayments		(6,438	)		(6,098	)		(7,758	)

Foreclosures		(2,278	)		(2,166	)		(1,198	)
Net loan activity		281,337			164,125			293,021

Total loans at end of period	$	1,909,464		$	1,628,127		$	1,464,002
______________

(1)	Amount reported in fiscal 2019 includes the Company’s acquisition of loans from the Gideon acquisition recorded at a $144.3 million fair value.

(2)	Amount reported in fiscal 2018 includes the Company’s acquisition of loans from the Marshfield acquisition recorded at a $68.3 million fair value.

(3)	Amount reported in fiscal 2017 includes the Company’s acquisition of loans from the Capaha acquisition recorded at a $152.2 million fair value.

Loan Commitments

The Bank issues commitments for single- and multi-family residential mortgage loans, commercial real estate loans, operating or working capital lines of credit, and standby letters-of-credit. Such commitments may be oral or in writing with specified terms, conditions and at a specified rate of interest. The Bank had outstanding net loan commitments of approximately $317.4 million at June 30, 2019. See Note 14 of Notes to the Consolidated Financial Statements contained in Item 8.

Loan Fees

In addition to interest earned on loans, the Bank receives income from fees in connection with loan originations, loan modifications, late payments and for miscellaneous services related to its loans. Income from these activities varies from period to period depending upon the volume and type of loans made and competitive conditions.

Asset Quality

Delinquent Loans. Generally, when a borrower fails to make a required payment, the Bank begins the collection process by mailing a computer generated notice to the customer. If the delinquency is not cured promptly, the customer is contacted again by notice or telephone. After an account secured by real estate becomes over 60 days past due, the Bank will typically send a demand notice to the customer which, if not cured or unless satisfactory arrangements have been made within the time provided, will lead to foreclosure. Foreclosure may not

begin until the loan reaches 120 days delinquency in the case of consumer residential loans. For consumer loans, the Missouri Right-To-Cure Statute is followed, which requires issuance of specifically worded notices at specific time intervals prior to repossession or further collection efforts.

The following table sets forth the Bank's loan delinquencies by type and by amount at June 30, 2019.

	Loans Delinquent For:
	60-89 Days				90 Days and Over				Total Loans Delinquent 60 Days or More
	Numbers		Amounts		Numbers		Amounts		Numbers		Amounts
	(Dollars in thousands)

Residential real estate		22	$	1,054		27	$	1,714		49	$	2,768
Commercial real estate		1		1		7		5,617		8		5,618
Construction		---		---		---		---		---		---
Consumer		10		46		14		176		24		222
Commercial Business		3		25		13		1,902		16		1,927
Totals		36	$	1,126		61	$	9,409		97	$	10,535

Non-Performing Assets. The table below sets forth the amounts and categories of non-performing assets in the Bank's loan portfolio. Loans are placed on non-accrual status when the collection of principal and/or interest becomes doubtful, and as a result, previously accrued interest income on the loan is removed from current income. The Bank has no reserves for uncollected interest and does not accrue interest on non-accrual loans. A loan may be transferred back to accrual status once a satisfactory repayment history has been restored. Foreclosed assets held for sale include assets acquired in settlement of loans and are shown net of reserves.

The increase in nonperforming assets in fiscal 2019 was attributed primarily to the increase in nonaccrual loans, which, in turn, was primarily attributable to the Gideon Acquisition, which included nonperforming loans of $11.4 million, at fair value, at the time of acquisition. As of December 31, 2018, certain other acquired loans had been placed on nonaccrual status, and the total attributable to the Gideon Acquisition increased to $12.9 million, at fair value. As of June 30, 2019, the fair value of those loans resulting from the Gideon Acquisition was $10.2 million.

For information regarding accrual of interest on impaired loans, see Note 1 of Notes to the Consolidated Financial Statements contained in Item 8.

The Company may treat loans acquired with impaired credit quality as an accruing asset, despite reporting such loans as impaired, because these loans are recorded at acquisition at fair value, which includes an accretable discount which is recorded as interest income over the expected life of the obligation.

The following table sets forth information with respect to the Bank's non-performing assets as of the dates indicated.

	At June 30,
	2019			2018			2017			2016			2015
	(Dollars in thousands)
Nonaccruing loans:
Residential real estate	$	6,404		$	5,913		$	1,263		$	2,676		$	2,202
Construction		---			25			35			388			133
Commercial real estate		10,876			1,962			960			1,797			1,271
Consumer		309			209			158			160			88
Commercial business		3,424			1,063			409			603			63
Total		21,013			9,172			2,825			5,624			3,757

Loans 90 days past due accruing interest:
Residential real estate		---			---			59			---			---
Construction		---			---			---			---			---
Commercial real estate		---			---			---			---			---
Consumer		---			---			13			7			34
Commercial business		---			---			329			31			11
Total		---			---			401			38			45

Total nonperforming loans		21,013			9,172			3,226			5,662			3,802

Nonperforming investments		---			---			---			---			---
Foreclosed assets held for sale:
Real estate owned		3,723			3,874			3,014			3,305			4,440
Other nonperforming assets		29			50			86			61			64
Total nonperforming assets	$	24,765		$	13,096		$	6,326		$	9,028		$	8,306

Total nonperforming loans to net loans		1.14	%		0.59	%		0.23	%		0.50	%		0.36	%
Total nonperforming loans to total assets		0.95	%		0.49	%		0.19	%		0.40	%		0.29	%
Total nonperforming assets to total assets		1.12	%		0.69	%		0.37	%		0.64	%		0.64	%

At June 30, 2019, troubled debt restructurings (TDRs) totaled $19.0 million, of which $5.8 million was considered nonperforming and was included in the nonaccrual loan total above. The remaining $13.2 million in TDRs have complied with the modified terms for a reasonable period of time and are therefore considered by the Company to be accrual status loans. At June 30, 2018, TDRs totaled $13.0 million, of which $1.3 million was considered nonperforming and was included in the nonaccrual loan total above. In general, these loans were subject to classification as TDRs at June 30, 2019, on the basis of guidance under ASU 2011-02, which indicates that the Company may not consider the borrower’s effective borrowing rate on the old debt immediately before the restructuring in determining whether a concession has been granted.

Real Estate Owned. Real estate properties acquired through foreclosure or by deed in lieu of foreclosure are recorded at the lower of cost or fair value, less estimated disposition costs. If fair value at the date of foreclosure is lower than the balance of the related loan, the difference will be charged-off to the allowance for loan losses at the time of transfer. Management periodically updates real estate valuations and if the value declines, a specific provision for losses on such property is established by a charge to operations. At June 30, 2019, the Company's balance of real estate owned totaled $3.7 million and included $533,000 in residential properties and $3.2 million in non-residential properties.

Asset Classification. Applicable regulations require that each insured institution review and classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, regulatory examiners have authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. Substandard assets must have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional

characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. When an insured institution classifies problem assets as loss, it charges off the balance of the assets. Assets which do not currently expose the Bank to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses, may be designated as special mention. The Bank's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the FRB and the Missouri Division of Finance, which can order the establishment of additional loss allowances.

On the basis of management's review of the assets of the Company, at June 30, 2019, adversely classified assets totaled $32.0 million, or 1.45% of total assets as compared to $18.2 million, or 0.96% of total assets at June 30, 2018. Of the amount adversely classified as of June 30, 2019, $32.0 million was considered substandard, and $35,000 was considered doubtful. Included in adversely classified assets at June 30, 2019, were various loans totaling $28.3 million (see Note 3 of Notes to the Consolidated Financial Statements contained in Item 8 for more information on adversely classified loans) and foreclosed real estate and repossessed assets totaling $3.8 million. The Company acquired adversely classified loans recorded at an acquisition date fair value of $17.5 million in the Gideon Acquisition. At June 30, 2019, the fair value of those acquired loans was $13.4 million. Adversely classified loans are so designated due to concerns regarding the borrower’s ability to generate sufficient cash flows to service the debt. Adversely classified loans totaling $14.6 million had been placed on nonaccrual status at June 30, 2019, of which $4.2 million were more than 30 days delinquent. Of the remaining $13.6 million of adversely classified loans, $10,000 were more than 30 days delinquent.

Other Loans of Concern. In addition to the adversely classified assets above, there were also other loans with respect to which management has concerns as to the ability of the borrowers to continue to comply with present loan terms, which may ultimately result in the adverse classification of such assets. At June 30, 2019, these other loans of concern totaled $34.5 million, as compared to $10.2 million at June 30, 2018. These loans continued to perform according to terms as of June 30, 2019, but were identified as having elevated risk due to concerns regarding the borrower’s ability to continue to generate sufficient cash flows to service the debt. Other loans of concern attributable to the Gideon Acquisition were $13.7 million, at fair value, as of the date of acquisition, and were $12.2 million, at fair value, as of June 30, 2019.

Allowance for Loan Losses. The Bank's allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of loan activity, including those loans which are being specifically monitored. Such evaluation, which includes a review of loans for which full collectability may not be reasonably assured, considers among other matters, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and other factors that warrant recognition in provisioning for loan losses. These provisions for loan losses are charged against earnings in the year they are established. The Bank had an allowance for loan losses at June 30, 2019, of $19.9 million, which represented 80% of nonperforming assets as compared to an allowance of $18.2 million, which represented 139% of nonperforming assets at June 30, 2018.

At June 30, 2019, the Bank also had an allowance for credit losses on off-balance sheet credit exposures of $1.3 million, as compared to $1.2 million at June 30, 2018. This amount is maintained as a separate liability account to cover estimated potential credit losses associated with off-balance sheet credit instruments such as off-balance sheet loan commitments, standby letters of credit, and guarantees.

Although management believes that it uses the best information available to determine the allowance, unforeseen market conditions could result in adjustments and net earnings could be significantly affected if circumstances differ substantially from assumptions used in making the final determination. Future additions to the allowance will likely be the result of periodic loan, property and collateral reviews and thus cannot be predicted with certainty in advance.

The following table sets forth an analysis of the Bank's allowance for loan losses for the periods indicated. Where specific loan loss reserves have been established, any difference between the loss reserve and the amount of loss realized has been charged or credited to current income.

	Year Ended June 30,
	2019			2018			2017			2016			2015
	(Dollars in thousands)

Allowance at beginning of period	$	18,214		$	15,538		$	13,791		$	12,298		$	9,259
Recoveries
Residential real estate		23			2			10			5			11
Construction real estate		---			---			1			---			---
Commercial real estate		5			2			20			46			47
Commercial business		2			8			31			15			33
Consumer		16			23			8			8			4
Total recoveries		46			35			70			74			95

Charge offs:
Residential real estate		30			190			211			167			54
Construction real estate		---			9			31			---			---
Commercial real estate		164			56			19			97			9
Commercial business		92			22			337			725			128
Consumer		103			129			65			86			50
Total charge offs		389			406			663			1,075			241

Net charge offs		(343	)		(371	)		(593	)		(1,001	)		(146	)
Provision for loan losses		2,032			3,047			2,340			2,494			3,185

Balance at end of period	$	19,903		$	18,214		$	15,538		$	13,791		$	12,298

Ratio of allowance to total loans outstanding at the end of the period		1.07	%		1.15	%		1.10	%		1.20	%		1.15	%
Ratio of net charge offs to average loans outstanding during the period		0.02	%		0.02	%		0.05	%		0.09	%		0.01	%

The following table sets forth the breakdown of the allowance for loan losses by loan category for the periods indicated.

	At June 30,
	2019					2018					2017					2016					2015
	Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans			Amount		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)

Residential real estate	$	3,706		25.76	%	$	3,226		27.70	%	$	3,230		30.22	%	$	3,247		33.56	%	$	2,819		34.63	%

Construction		1,365		6.46			1,097		6.92			964		7.30			1,091		6.61			899		6.35

Commercial real estate		9,399		44.03			8,793		43.28			7,068		41.25			5,711		38.60			4,956		37.13

Consumer		1,046		5.11			902		4.82			757		4.35			738		3.98			758		4.29
Commercial business		4,387		18.64			4,196		17.28			3,519		16.88			3,004		17.25			2,866		17.60

Total allowance for loan losses	$	19,903		100.00	%	$	18,214		100.00	%	$	15,538		100.00	%	$	13,791		100.00	%	$	12,298		100.00	%

Investment Activities

General. Under Missouri law, the Bank is permitted to invest in various types of liquid assets, including U.S. Government and State of Missouri obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, banker's acceptances, repurchase agreements, federal funds, commercial paper, investment grade corporate debt securities and obligations of States and their political sub-divisions. Generally, the investment policy of the Company is to invest funds among various categories of investments and repricing characteristics based upon the Bank's need for liquidity, to provide collateral for borrowings and public unit deposits, to help reach financial performance targets and to help maintain asset/liability management objectives.

The Company's investment portfolio is managed in accordance with the Bank's investment policy which was adopted by the Board of Directors of the Bank and is implemented by members of the asset/liability management committee which consists of the President/Chief Executive Officer, the Chief Financial Officer, the Chief Operations Officer, and five outside directors.

Investment purchases and/or sales must be authorized by the appropriate party, depending on the aggregate size of the investment transaction, prior to any investment transaction. The Board of Directors reviews all investment transactions. All investment purchases are identified as available-for-sale ("AFS") at the time of purchase. The Company has not classified any investment securities as held-to-maturity over the last five years. Securities classified as "AFS" must be reported at fair value with unrealized gains and losses, net of tax, recorded as a separate component of stockholders' equity. At June 30, 2019, AFS securities totaled $165.5 million (excluding FHLB and Federal Reserve Bank membership stock). For information regarding the amortized cost and market values of the Company's investments, see Note 2 of Notes to the Consolidated Financial Statements contained in Item 8.

As of June 30, 2019, the Company had no derivative instruments and no outstanding hedging activities. Management has reviewed potential uses for derivative instruments and hedging activities, but has no immediate plans to employ these tools.

Debt and Other Securities. At June 30, 2019, the Company's debt and other securities portfolio totaled $55.1 million, or 2.49% of total assets as compared to $56.2 million, or 2.98% of total assets at June 30, 2018. During fiscal 2019, the Bank had $14.1 million in maturities and $2.8 million in securities purchases. Of the securities that matured, $3.6 million was called for early redemption. At June 30, 2019, the investment securities portfolio included $7.3 million in U.S. government and government agency bonds, of which $4.5 million is subject to early redemption at the option of the issuer, and $42.8 million in municipal bonds, of which $36.7 million is subject to early redemption at the option of the issuer. The remaining portfolio consists of $5.1 million in other securities, including pooled trust preferred securities with an estimated fair value of $779,000. Based on projected maturities, the weighted average life of the debt and other securities portfolio at June 30, 2019, was 33 months. Membership stock held in the FHLB of Des Moines, totaling $5.2 million, FHLB of Chicago totaling $215,000, and the Federal Reserve Bank of St. Louis, totaling $4.4 million, along with equity stock of $775,000 in three correspondent (banker’s) banks, was not included in the above totals.

At June 30, 2019, the Company owned two pooled trust preferred securities with an estimated fair value of $779,000 and a book value of $973,000. The June 30, 2019, cash flow analysis for these two securities indicated it is probable the Company will receive all contracted principal and related interest projected. The cash flow analysis used in making this determination was based on anticipated default, recovery, and prepayment rates, and the resulting cash flows were discounted based on the yield anticipated at the time the securities were purchased. See Note 2 of Notes to the Consolidated Financial Statements contained in Item 8.

Mortgage-Backed Securities. At June 30, 2019, mortgage-backed securities (“MBS”) totaled $110.4 million, or 5.0%, of total assets, as compared to $90.2 million, or 4.8%, of total assets at June 30, 2018. During fiscal 2019, the Bank had maturities and prepayments of $15.9 million and $28.4 million in purchases of MBS. At June 30, 2019, the MBS portfolio included $51.9 million in fixed-rate MBS, and $58.6 million in fixed rate collateralized mortgage obligations (“CMOs”), all of which passed the Federal Financial Institutions Examination Council's sensitivity test. Based on projected prepayment rates, the weighted average life of the MBS and CMOs at June 30, 2019, was 51 months. Actual prepayment rates experienced, which often vary due to changes in market interest rates, may cause the anticipated average life of MBS portfolio to extend or shorten as compared to prepayment rates anticipated.

Investment Securities Analysis

The following table sets forth the Company's debt and other securities portfolio, at carrying value, and membership stock, at cost, at the dates indicated.

	At June 30,
	2019					2018					2017
	Fair Value		Percent of Portfolio			Fair Value		Percent of Portfolio			Fair Value		Percent of Portfolio
						(Dollars in thousands)

U.S. government and government agencies	$	7,270		11.07	%	$	9,385		14.13	%	$	10,438		14.34	%
State and political subdivisions		42,783		65.14			41,612		62.65			49,978		68.66
Other securities		5,053		7.69			5,152		7.76			5,725		7.86
FHLB/FNBB/MIB membership stock		6,222		9.47			6,701		10.09			4,295		5.90
Federal Reserve Bank membership stock		4,350		6.62			3,566		5.37			2,357		3.24
Total	$	65,678		100.00	%	$	66,416		100.00	%	$	72,793		100.00	%

The following table sets forth the maturities and weighted average yields of AFS debt securities in the Company's investment securities portfolio and membership stock at June 30, 2019.

	Available for Sale Securities June 30, 2019
	Amortized Cost		Fair Value		Tax-Equiv. Wtd.-Avg. Yield
	(Dollars in thousands)

U.S. government and government agency securities:
Due within 1 year	$	4,794	$	4,788		1.68	%
Due after 1 year but within 5 years		2,490		2,482		1.88
Due after 5 years but within 10 years		---		---		---
Due over 10 years		---		---		---
Total		7,284		7,270		1.75

State and political subdivisions:
Due within 1 year		1,984		1,989		2.23	%
Due after 1 year but within 5 years		7,699		7,755		2.86
Due after 5 years but within 10 years		15,664		15,862		3.20
Due over 10 years		16,776		17,177		3.38
Total		42,123		42,783		3.16

Other securities:
Due within 1 year		---		---		---	%
Due after 1 year but within 5 years		---		---		---
Due after 5 years but within 10 years		3,993		4,068		5.44
Due over 10 years		1,183		985		3.35
Total		5,176		5,053		4.96

No stated maturity:
FHLB/FNBB/MIB membership stock		6,222		6,222		3.82	%
Federal Reserve Bank membership stock		4,350		4,350		5.81
Total		10,572		10,572		4.64

Total debt and other securities	$	65,155	$	65,678		3.39	%

The following table sets forth certain information at June 30, 2019 regarding the dollar amount of MBS and CMOs at amortized cost due, based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments. MBS and CMOs that have adjustable rates are shown at amortized cost as maturing at their next repricing date.

	At June 30, 2019
	(Dollars in thousands)
Amounts due:
Within 1 year	$	7
After 1 year through 3 years		6
After 3 years through 5 years		2,410
After 5 years		106,874
Total	$	109,297

The following table sets forth the dollar amount of all MBS and CMOs at amortized cost due, based on their contractual terms to maturity, one year after June 30, 2019, which have fixed, floating, or adjustable interest rates.

	At June 30, 2019
	(Dollars in thousands)
Interest rate terms on amounts due after 1 year:
Fixed	$	109,297
Adjustable		---
Total	$	109,297

The following table sets forth certain information with respect to each MBS and CMO security at the dates indicated.

	At June 30,
	2019				2018				2017
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)

FHLMC certificates	$	16,373	$	16,372	$	16,598	$	16,113	$	21,380	$	21,489
GNMA certificates		35		35		38		38		1,437		1,449
FNMA certificates		34,943		35,458		25,800		25,062		28,457		28,628
Collateralized mortgage obligations issued by government agencies		57,946		58,564		50,272		48,963		26,814		26,709
Total	$	109,297	$	110,429	$	92,708	$	90,176	$	78,088	$	78,275

Deposit Activities and Other Sources of Funds

General. The Company's primary sources of funds are deposits, borrowings, payments of principal and interest on loans, MBS and CMOs, interest and principal received on investment securities and other short-term investments, and funds provided from operating results. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general market interest rates and overall economic conditions.

Borrowings, including FHLB advances, have been used at times to provide additional liquidity. Borrowings are used on an overnight or short-term basis to compensate for periodic fluctuations in cash flows, and are used on a longer term basis to fund loan growth and to help manage the Company's sensitivity to fluctuating interest rates.

Deposits. The Bank's depositors are generally residents and entities located in the States of Missouri, Arkansas, or Illinois. Deposits are attracted from within the Bank's market area through the offering of a broad selection of deposit instruments, including demand deposit accounts, negotiable order of withdrawal ("NOW") accounts, money market deposit accounts, saving accounts, certificates of deposit and retirement savings plans. Deposit account terms vary according to the minimum balance required, the time periods the funds may remain on deposit and the interest rate, among other factors. In determining the terms of its deposit accounts, the Bank considers current market interest rates, profitability to the Bank, managing interest rate sensitivity and its customer preferences and concerns. The Bank's Asset/Liability Committee regularly reviews its deposit mix and pricing.

The Bank will periodically promote a particular deposit product as part of the Bank's overall marketing plan. Deposit products have been promoted through various mediums, which include digital and social media, radio and newspaper advertisements, as well as “grassroots” marketing techniques, such as sponsorship of – or activity at – community events. The emphasis of these campaigns is to increase consumer awareness and market share of the Bank.

The flow of deposits is influenced significantly by general economic conditions, changes in prevailing interest rates, and competition. Based on its experience, the Bank believes that its deposits are relatively stable sources of funds. However, the ability of the Bank to attract and maintain money market deposit accounts, passbook savings accounts, and certificates of deposit, and the rates paid on these deposits, has been and will continue to be significantly affected by market conditions. The following table depicts the composition of the Bank's deposits as of June 30, 2019:

As of June 30, 2019
Weighted Average Interest Rate	Term	Category	Minimum Amount		Balance		Percentage of Total Deposits
					(Dollars in thousands)

0.00%	None	Non-interest Bearing	$	100	$	218,889		11.56	%
1.01	None	NOW Accounts		100		639,219		33.76
0.73	None	Savings Accounts		100		167,973		8.87
1.38	None	Money Market Deposit Accounts		1,000		188,355		9.95

		Certificates of Deposit
1.50	6 months or less	Fixed Rate/Term		1,000		26,769		1.41
1.09	6 months or less	IRA Fixed Rate/Term		1,000		1,416		0.07
2.12	7-12 months	Fixed Rate/Term		1,000		172,979		9.13
1.53	7-12 months	IRA Fixed Rate/Term		1,000		15,910		0.84
2.27	13-24 months	Fixed Rate/Term		1,000		268,156		14.16
2.02	13-24 months	IRA Fixed Rate/Term		1,000		27,241		1.43
2.43	25-36 months	Fixed Rate/Term		1,000		58,071		3.07
2.50	25-36 months	IRA Fixed Rate/Term		1,000		12,823		0.68
2.09	48 months and more	Fixed Rate/Term		1,000		76,475		4.04
1.97	48 months and more	IRA Fixed Rate/Term		1,000		19,419		1.03
					$	1,893,695		100.00	%

The following table indicates the amount of the Bank's jumbo certificates of deposit by time remaining until maturity as of June 30, 2019. Jumbo certificates of deposit require minimum deposits of $100,000 and rates paid on such accounts are generally negotiable.

Maturity Period	Amount
	(Dollars in thousands)

Three months or less	$	74,943
Over three through six months		73,929
Over six through twelve months		145,660
Over 12 months		132,617
Total	$	427,149

Time Deposits by Rates

The following table sets forth the time deposits in the Bank classified by rates at the dates indicated.

	At June 30,
	2019		2018		2017
	(Dollars in thousands)

0.00 - 0.99%	$	2,447	$	77,958	$	200,868
1.00 - 1.99%		221,409		356,172		296,964
2.00 - 2.99%		398,931		98,842		36,228
3.00 - 3.99%		56,310		479		---
4.00 - 4.99%		162		---		---
5.00 - 5.99%		---		---		3,000

Total	$	679,259	$	533,451	$	537,060

The following table sets forth the amount and maturities of all time deposits at June 30, 2019.

	Amount Due
													Percent
	Less												of Total
	Than One		1-2		2-3		3-4		After				Certificate
	Year		Years		Years		Years		4 Years		Total		Accounts
	(Dollars in thousands)

0.00 – 0.99%	$	1,858	$	284	$	305	$	---	$	---	$	2,447		0.36	%
1.00 – 1.99%		157,581		41,688		14,954		6,863		323		221,409		32.60
2.00 - 2.99%		290,186		82,104		17,483		6,768		2,390		398,931		58.73
3.00 - 3.99%		18,051		28,904		5,303		2,994		1,058		56,310		8.29
4.00 - 4.99%		---		---		---		---		162		162		0.02
5.00 - 5.99%		---		---		---		---		---		---		---

Total	$	467,676	$	152,980	$	38,045	$	16,625	$	3,933	$	679,259		100.00	%

Deposit Flow

The following table sets forth the balance of deposits in the various types of accounts offered by the Bank at the dates indicated.

	At June 30,
	2019								2018								2017
	Amount		Percent of Total			Increase (Decrease)			Amount		Percent of Total			Increase (Decrease)			Amount		Percent of Total			Increase (Decrease)
	(Dollars in thousands)

Noninterest bearing	$	218,889		11.56	%	$	15,372		$	203,517		12.88	%	$	17,314		$	186,203		12.79	%	$	54,207
NOW checking		639,219		33.75			70,214			569,005		36.02			89,517			479,488		32.94			83,383
Savings accounts		167,973		8.87			10,433			157,540		9.97			10,293			147,247		10.12			31,533
Money market deposit		188,355		9.95			71,966			116,389		7.37			10,790			105,599		7.25			27,444
Fixed-rate certificates which mature⁽¹⁾:
Within one year		467,676		24.70			156,236			311,440		19.71			(15,198	)		326,638		22.44			80,734
Within three years		191,025		10.09			14,231			176,794		11.19			13,984			162,810		11.19			59,011
After three years		20,558		1.08			(24,659	)		45,217		2.86			(2,395	)		47,612		3.27			(1,408	)
Variable-rate certificates which mature: Within one year		---		---			---			---		---			---			---		---			---
Within three years		---		---			---			---		---			---			---		---			---
Total	$	1,893,695		100.00	%	$	313,793		$	1,579,902		100.00	%	$	124,305		$	1,455,597		100.00	%	$	334,904

___________________________

⁽¹⁾ At June 30, 2019, 2018 and 2017, certificates in excess of $100,000 totaled $427.1 million, $330.3 million and $342.5 million, respectively.

The following table sets forth the deposit activities of the Bank for the periods indicated.

	At June 30,
	2019		2018		2017
	(Dollars in thousands)

Beginning Balance	$	1,579,902	$	1,455,597	$	1,120,693

Net increase before interest credited		292,585		111,480		326,432
Interest credited		21,208		12,825		8,472
Net increase in deposits		313,793		124,305		334,904

Ending balance	$	1,893,695	$	1,579,902	$	1,455,597

In the unlikely event the Bank is liquidated, depositors will be entitled to payment of their deposit accounts prior to any payment being made to the Company as the sole stockholder of the Bank.

Borrowings. As a member of the FHLB of Des Moines, the Bank has the ability to apply for FHLB advances. These advances are available under various credit programs, each of which has its own maturity, interest rate and repricing characteristics. Additionally, FHLB advances have prepayment penalties as well as limitations on size or term. In order to utilize FHLB advances, the Bank must be a member of the FHLB system, have sufficient collateral to secure the requested advance and own stock in the FHLB equal to 4.45% of the amount borrowed. See "REGULATION – The Bank – Federal Home Loan Bank System."

Although deposits are the Bank's primary and preferred source of funds, the Bank has actively used FHLB advances. The Bank's general policy has been to utilize borrowings to meet short-term liquidity needs, or to provide a longer-term source of funding loan growth when other cheaper funding sources are unavailable or to aide in asset/liability management. As of June 30, 2019, the Bank had $44.9 million in FHLB advances, including $44.5 million in fixed-rate long term advances, $587,000 of fixed rate amortizing advances, and no overnight borrowings. In order for the Bank to borrow from the FHLB, it has pledged $754.4 million of its residential and commercial real estate loans to the FHLB (although the actual collateral required for advances taken and letters of credit issued amounts to $93.6 million) and has purchased $5.2 million in FHLB stock. At June 30, 2019, the Bank had additional borrowing capacity on its pledged residential and commercial real estate loans from the FHLB of $320.1 million, as compared to $267.0 million at June 30, 2018.

Additionally, the Bank is approved to borrow from the Federal Reserve Bank’s discount window on a primary credit basis. Primary credit is available to approved institutions on a generally short-term basis at the “discount rate” set by the FOMC. The Bank has pledged agricultural real estate and other loans to farmers as collateral for any amounts borrowed through the discount window. As of June 30, 2019, the Bank was approved to borrow up to $181.7 million through the discount window, but no balance was outstanding.

Also classified as borrowings are the Bank’s securities sold under agreements to repurchase (“repurchase agreements”). These agreements are typically entered into with local public units or corporations. Generally, the Bank pays interest on these agreements at a rate similar to those available on repurchase agreements with wholesale funding sources. The Bank views repurchase agreements with local entities as a stable funding source. At June 30, 2019, the Bank had outstanding $4.4 million in repurchase agreements, as compared to $3.3 million at June 30, 2018.

Southern Missouri Statutory Trust I, a Delaware business trust subsidiary of the Company, issued $7.0 million in Floating Rate Capital Securities (the "Trust Preferred Securities") with a liquidation value of $1,000 per share in March, 2004. The securities are due in 30 years, were redeemable after five years and bear interest at a floating rate based on LIBOR. At June 30, 2019, the current rate was 5.16%. The securities represent undivided beneficial interests in the trust, which was established by Southern Missouri Bancorp for the purpose of issuing the securities. The Trust Preferred Securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended (the "Act") and have not been registered under the Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Southern Missouri Statutory Trust I used the proceeds of the sale of the Trust Preferred Securities to purchase Junior Subordinated Debentures of Southern Missouri Bancorp. Southern Missouri Bancorp is using the net proceeds for working capital and investment in its subsidiaries. Trust Preferred Securities currently qualify as Tier I Capital for regulatory purposes. See "Regulation" for further discussion on the treatment of the trust-preferred securities.

In its October 2013 acquisition of Ozarks Legacy, the Company assumed $3.1 million in floating rate junior subordinated debt securities. The securities had been issued in June 2005 by Ozarks Legacy in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, and mature in 2035. At June 30, 2019, the carrying value was $2.6 million, and bore interest at a current coupon rate of 4.86% and an effective rate of 6.70%.

In the Peoples Acquisition, the Company assumed $6.5 million in floating rate junior subordinated debt securities. The debt securities had been issued in 2005 by PBC in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. At June 30, 2019, the carrying value was $5.2 million and bore interest at a current coupon rate of 4.21% and an effective rate of 6.68%.

The following table sets forth certain information regarding short-term borrowings by the Bank at the end of and during the periods indicated:

	Year Ended June 30,
	2019			2018			2017
	(Dollars in thousands)
Year end balances
Short-term FHLB advances	$	---		$	66,550		$	20,000
Securities sold under agreements to repurchase		4,376			3,267			10,212
	$	4,376		$	30,212		$	96,835

Weighted average rate at year end		0.93	%		1.98	%		1.02	%

The following table sets forth certain information as to the Bank's borrowings for the periods indicated:

	Year Ended June 30,
	2019			2018			2017
	(Dollars in thousands)
FHLB advances
Daily average balance	$	92,371		$	56,593		$	96,065
Weighted average interest rate		2.57	%		1.84	%		1.18	%
Maximum outstanding at any month end	$	154,100		$	88,538		$	140,361

Securities sold under agreements to repurchase
Daily average balance	$	3,988		$	5,373		$	22,198
Weighted average interest rate		0.90	%		0.70	%		0.43	%
Maximum outstanding at any month end	$	4,703		$	9,902		$	28,825

Subordinated Debt
Daily average balance	$	14,994		$	14,897		$	14,800
Weighted average interest rate		6.14	%		5.15	%		4.37	%
Maximum outstanding at month end	$	15,043		$	14,945		$	14,848

Subsidiary Activities

The Bank has four subsidiaries, SMS Financial Services, Inc., which had no assets or liabilities at June 30, 2019, and is currently inactive, and SB Corning, LLC, SB Real Estate Investments, LLC, and Southern Insurance Services, LLC, all active subsidiaries. SB Corning, LLC represents a $1.5 million investment in a limited partnership formed for the purpose of generating low income housing tax credits. SB Real Estate Investments, LLC is a wholly owned subsidiary of the Bank formed to hold Southern Bank Real Estate Investments, LLC. Southern Bank Real Estate Investments, LLC is a REIT which is majority-owned by the investment subsidiary, but has other preferred shareholders in order to meet the requirements to be a REIT. At June 30, 2019, SB Real Estate Investments, LLC held assets of $670.6 million, while Southern Bank Real Estate Investments, LLC held assets of $661.3 million. Southern Insurance Services, LLC, is an entity acquired in the Company’s acquisition of Gideon Bancshares, and is engaged in the brokerage of commercial and consumer insurance products. Assets held by this subsidiary are immaterial.

REGULATION

The following is a brief description of certain laws and regulations applicable to the Company and the Bank. Descriptions of laws and regulations here and elsewhere in this prospectus do not purport to be complete and are qualified in their entirety by reference to the actual laws and regulations. Legislation is introduced from time to time in the United States Congress or the Missouri state legislature that may affect the operations of the Company and the Bank. In addition, the regulations governing us may be amended from time to time. Any such legislation or regulatory changes in the future could adversely affect our operations and financial condition.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) imposed various restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. The following discussion summarizes significant aspects of the Dodd-Frank Act that may affect the Bank and the Company.

The following selected aspects of the Dodd-Frank Act are related to the operations of the Bank:

•

The Consumer Financial Protection Bureau (“CFPB”), an independent consumer compliance regulatory agency within the FRB, was established. The CFPB is empowered to exercise broad regulatory, supervisory and enforcement authority over financial institutions with total assets of over $10 billion with respect to Federal consumer financial protection laws. Financial institutions with assets of less than $10 billion, like the Bank, will continue to be subject to supervision and enforcement by their primary federal banking regulator with respect to federal consumer financial protection laws;

•	The Federal Deposit Insurance Act was amended to require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries;

•	The prohibition on payment of interest on demand deposits was repealed;

•	Deposit insurance was permanently increased to $250,000; and

•	The deposit insurance assessment base for FDIC insurance is the depository institution's average consolidated total assets less the average tangible equity during the assessment period;

The following aspects of the Dodd-Frank Act are related to the operations of the Company:

•

Tier 1 capital treatment for "hybrid" capital items like trust preferred securities was eliminated, subject to various grandfathering and transition rules. As required by the Act, the federal banking agencies have promulgated new rules on regulatory capital for both depository institutions and their holding companies;

•	Public companies are required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether shareholders should have a "say on pay" vote every one, two or three years;

•	A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments;

•	Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain "significant" matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant;

•

Stock exchanges are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information;

•	Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

2018 Regulatory Reform

In May 2018 the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”), was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. While the Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these changes could result in meaningful regulatory relief for community banks such as the Bank.

The Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent. Any qualifying depository institution or its holding company that exceeds the “community bank leverage ratio” will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered to be “well capitalized” under the prompt corrective action rules. Regulations to implement the Community Bank Leverage Ratio have been proposed but not yet adopted in final form. The Act also expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy Statement” (the “HC Policy Statement”) by raising the maximum amount of assets a qualifying holding company may have from $1 billion to $3 billion. This expansion also excludes such holding companies from the minimum capital requirements of the Dodd-Frank Act. In addition, the Act includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

It remains difficult at this time to predict when or how any new standards under the Act will ultimately be applied to us or what specific impact the Act and the implementing rules and regulations will have on community banks.

The Bank

General. As a state-chartered, federally insured trust company with banking powers, the Bank is subject to extensive regulation. Lending activities and other investments must comply with various statutory and regulatory requirements, including prescribed minimum capital standards. The Bank is regularly examined by the FRB and the Missouri Division of Finance and files periodic reports concerning the Bank's activities and financial condition with its regulators. The Bank's relationship with depositors and borrowers also is regulated to a great extent by both federal law and the laws of Missouri, especially in such matters as the ownership of deposit accounts and the form and content of mortgage documents.

Federal and state banking laws and regulations govern all areas of the operation of the Bank, including reserves, loans, mortgages, capital, issuance of securities, payment of dividends, and establishment of branches. Federal and state bank regulatory agencies also have the general authority to limit the dividends paid by insured banks and bank holding companies if such payments should be deemed to constitute an unsafe and unsound practice, and in other circumstances. The FRB as the primary federal regulator of the Company and the Bank has authority to impose penalties, initiate civil and administrative actions and take other steps intended to prevent banks from engaging in unsafe or unsound practices.

State Regulation and Supervision. As a state-chartered trust company with banking powers, the Bank is subject to applicable provisions of Missouri law and the regulations of the Missouri Division of Finance. Missouri law and regulations govern the Bank's ability to take deposits and pay interest thereon, to make loans on or invest in residential and other real estate, to make consumer loans, to invest in securities, to offer various banking services to its customers, and to establish branch offices.

Federal Reserve System. The FRB requires all depository institutions to maintain reserves at specified levels against their transaction accounts (checking, NOW and Super NOW checking accounts). At June 30, 2019, the Bank was in compliance with these reserve requirements.

The Bank is authorized to borrow from the Federal Reserve Bank "discount window." The purpose of the discount window is to provide an additional backstop funding option for eligible depository institutions seeking to supplement their funding sources, particularly to meet unexpected short-term funding needs. Depository institutions like the Bank would typically utilize FHLB borrowings before borrowing from the Federal Reserve Bank’s discount window.

Federal Home Loan Bank System. The Bank is a member of the FHLB of Des Moines, which is one of 11 regional FHLBs that provide home financing credit. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System and makes loans or advances to members in accordance with policies and procedures established by the Board of Directors of the FHLB of Des Moines, which are subject to the oversight of the Federal Housing Finance Agency. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing. See Business - Deposit Activities and Other Sources of Funds - Borrowings.

As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines. At June 30, 2019, the Bank had $5.2 million in FHLB stock, which was in compliance with this requirement. The Bank received $345,000 and $147,000 in dividends from the FHLB of Des Moines for the years ended June 30, 2019 and 2018, respectively.

The FHLBs continue to contribute to low- and moderately-priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have adversely affected the level of FHLB dividends paid and could continue to do so in the future. These contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of the Bank's FHLB stock may result in a corresponding reduction in the Bank's capital.

Federal Deposit Insurance Corporation. The Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC. The general insurance limit is $250,000. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the DIF. The FDIC also has the authority to initiate enforcement actions against a member bank of the FRB after giving the FRB an opportunity to take such action.

In accordance with the Dodd-Frank Act, the FDIC has issued regulations setting insurance premium assessments based on an institution’s total assets minus its Tier 1 capital instead of its deposits. The Bank’s FDIC premiums are based on its supervisory ratings and certain financial ratios. Federal law required that the reserve ratio of the FDIC deposit insurance fund reach at least 1.35% by September 2020, and that depository institutions with consolidated assets of $10 billion or less receive assessment credits for the portion of their assessments that contributed to the growth of the reserve ratio from between 1.15% and 1.35%, to be applied when the reserve ratio is at or above 1.38%. In August 2019, the FDIC issued a notice of proposed rulemaking that would allow the assessment credits to be applied so long as the ratio remains above 1.35%. In September 2019, the Deposit Insurance Fund Reserve Ratio reached 1.40%, exceeding the required minimum reserve ratio to provide for receipt of assessment credits.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Management of the Bank is not aware of any practice, condition or violation that might lead to termination of the Bank's deposit insurance.

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a predecessor deposit insurance fund. This payment is established quarterly and during the fourth quarter ended June 30, 2019, was 0.12 basis points (annualized) of assessable deposits. The assessment has declined in recent periods as the bonds mature, with final maturities scheduled for the second half of calendar year 2019.

Standards for Safety and Soundness. The federal banking regulatory agencies have prescribed, by regulation, standards for all insured depository institutions relating to: (i) internal controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v) asset growth; (vi) asset quality; (vii) earnings; and (viii) compensation, fees and benefits ("Guidelines"). The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the FRB determines that the Bank fails to meet any standard prescribed by the Guidelines, the agency may require the Bank to submit to the agency an acceptable plan to achieve compliance with the standard.

Guidance on Subprime Mortgage Lending. The federal banking agencies have issued guidance on subprime mortgage lending to address issues related to certain mortgage products marketed to subprime borrowers, particularly adjustable rate mortgage products that can involve "payment shock" and other risky characteristics. Although the guidance focuses on subprime borrowers, the banking agencies note that institutions should look to the principles contained in the guidance when offering such adjustable rate mortgages to non-subprime borrowers. The guidance prohibits predatory lending programs; provides that institutions should underwrite a mortgage loan on the borrower's ability to repay the debt by its final maturity at the fully-indexed rate, assuming a fully amortizing repayment schedule; encourages reasonable workout arrangements with borrowers who are in default; mandates clear and balanced advertisements and other communications; encourages arrangements for the escrowing of real estate taxes and insurance; and states that institutions should develop strong control and monitoring systems.

The federal banking agencies have announced their intention to carefully review the risk management and consumer compliance processes, policies and procedures of their supervised financial institutions and their intention to take action against institutions that engage in predatory lending practices, violate consumer protection laws or fair lending laws, engage in unfair or deceptive acts or practices, or otherwise engage in unsafe or unsound lending practices.

Guidance on Commercial Real Estate Concentrations. The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real estate lending but to guide banks in developing risk management practices and maintaining capital levels commensurate with the level and nature of real estate concentrations. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk: total loans for construction, land development, and other land represent 100% or more of the bank’s total capital; or total commercial real estate loans (as defined in the guidance) greater than 300% of the Bank’s total capital and an increase in the bank’s commercial real estate portfolio of 50% or more during the prior 36 months.

Regulatory Capital Requirements. The Bank is required to maintain specified levels of regulatory capital under federal banking regulations. The capital adequacy requirements are quantitative measures established by regulation that require the Bank to maintain minimum amounts and ratios of capital. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by bank regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.

Effective January 1, 2015, (with some changes transitioned into full effectiveness on January 1, 2019), The Bank became subject to capital regulations which created required minimum ratio for common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital and the minimum leverage ratio; established risk-weightings for assets and certain off-balance sheet items for purposes of the risk-based capital ratios; required an additional capital conservation buffer over the minimum risk-based capital ratios; and defined what qualifies as capital for purposes of meeting the capital requirements. These regulations implement the regulatory capital reforms required by the Dodd Frank Act and the “Basel III” requirements.

Under the capital regulations, the minimum capital ratios are: (1) a CET1 capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio (the ratio of Tier 1 capital to average total adjusted assets) of 4.0%. CET1 generally consists of common stock; retained earnings; accumulated other comprehensive income (“AOCI”) except in the case of banking organizations that have elected to exclude AOCI from regulatory capital, as discussed below; and certain minority interests; all subject to applicable regulatory adjustments and deductions.

In addition to the capital requirements, there were a number of changes in what constitutes regulatory capital compared to earlier regulations, subject to transition periods. These changes include the phasing-out of certain instruments as qualifying capital. Mortgage servicing and deferred tax assets over designated percentages of CET1 are deducted from capital. In addition, Tier 1 capital includes AOCI, which includes all unrealized gains and losses on available for sale debt and equity securities. Because of our asset size, we had the one-time option of deciding whether to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in our capital calculations. We made the decision to opt out.

The capital regulations changed in the risk-weighting of certain assets in an effort to better reflect credit risk and other risk exposure compared to earlier regulations. These changes include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (set at 0%); and a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital.

In addition to the minimum CET1, Tier 1 and total capital ratios, the capital regulations require a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based in order to avoid limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The phase-in of the capital conservation buffer requirement began on January 1, 2016, when a buffer greater than 0.625% of risk-weighted assets was required, which amount increased by 0.625% each year until the buffer requirement was fully implemented on January 1, 2019. At June 30, 2019, the Bank and the Company reported risk-based capital ratios meeting the capital conservation buffer.

Under the prompt corrective action standards of the FRB, in order to be considered well-capitalized, the Bank must have a ratio of CET1 capital to risk-weighted assets of at least 6.5%, a ratio of Tier 1 capital to risk-weighted assets of at least 8%, a ratio of total capital to risk-weighted assets of at least 10%, and a leverage ratio of at least 5%; and in order to be considered adequately capitalized, it must have the minimum capital ratios described above. To be considered well-capitalized a bank holding company must have, on a consolidated basis, at least a Tier 1 risk-based capital ratio of at least 8% and a total risk-based capital ratio of at least 10% and not be subject to a higher enforceable individualized capital requirement. At June 30, 2019, the Bank and the Company were categorized as “well capitalized” under these prompt corrective action standards.

Section 201 of the Act requires the Federal banking agencies to promulgate a rule establishing a new “Community Bank Leverage Ratio” of 8%-10% for depository institutions and depository institution holding companies, with less than $10 billion in total consolidated assets. If such a depository institution or holding company maintains tangible equity in excess of this leverage ratio, it would be deemed to be in compliance with (1) the leverage and risk-based capital requirements promulgated by the Federal banking agencies; (2) in the case of a depository institution, the capital ratio requirements to be considered “well capitalized” under the Federal banking agencies’ “prompt corrective action” regime; and (3) “any other capital or leverage requirements to which the depository institution or holding company is subject, in each case unless the appropriate Federal banking agency determines otherwise based on the particular institution’s risk profile. In carrying out these requirements, the Federal banking agencies are required to consult with State banking regulators and notify the applicable State banking regulator of any qualifying community bank that exceeds or no longer exceeds the Community Bank Leverage Ratio. Regulations to implement the Community Bank Leverage Ratio have been proposed but not yet adopted in final form.

Activities and Investments of Insured State-Chartered Banks. Subject to certain regulatory exceptions, the FDIA and FDIC regulations provide that an insured state-chartered bank may not, directly, or indirectly through a subsidiary, engage as "principal" in any activity that is not permissible for a national bank unless the FDIC has determined that such activities would pose no risk to the Deposit Insurance Fund and that the bank is in compliance with applicable regulatory capital requirements.

Under regulations dealing with equity investments, an insured state bank generally may not directly or indirectly acquire or retain any equity investment of a type, or in an amount, that is not permissible for a national bank. An insured state bank is not prohibited from, among other things, (i) acquiring or retaining a majority interest in a subsidiary, (ii) investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank's total assets, (iii) acquiring up to 10% of the voting stock of a company that solely provides or reinsures directors', trustees' and officers' liability insurance coverage or bankers' blanket bond group insurance coverage for insured depository institutions, and (iv) acquiring or retaining the voting shares of a depository institution if certain requirements are met.

Affiliate Transactions. The Company and the Bank are separate and distinct legal entities. Various legal limitations restrict the Bank from lending to or otherwise engaging in transactions with the Company (or any other affiliate), generally limiting such transactions with an affiliate to 10% of the Bank's capital and surplus and limiting all such transactions with all affiliates to 20% of the Bank's capital and surplus. Such transactions, including extensions of credit, sales of securities or assets and provision of services, also must be on terms and conditions consistent with safe and sound banking practices, including credit standards, that are substantially the same or at least as favorable to the Bank as those prevailing at the time for transactions with unaffiliated companies.

Federally insured banks are subject, with certain exceptions, to certain additional restrictions (including collateralization) on extensions of credit to their parent holding companies or other affiliates, on investments in the stock or other securities of affiliates and on the taking of such stock or securities as collateral from any borrower. In addition, such banks are prohibited from engaging in certain tying arrangements in connection with any extension of credit or the providing of any property or service.

Community Reinvestment Act. Banks are also subject to the provisions of the Community Reinvestment Act of 1977 ("CRA"), which requires the appropriate federal bank regulatory agency, in connection with its regular examination of a bank, to assess the bank's record in meeting the credit needs of the community serviced by the bank, including low and moderate income neighborhoods. The regulatory agency's assessment of the bank's record is made available to the public. Further, such assessment is required of any bank which has applied, among other things, to establish a new branch office that will accept deposits, relocate an existing office or merge or consolidate with, or acquire the assets or assume the liabilities of, a financial institution. The Bank received a "satisfactory" rating during its most recent CRA examination.

Dividends. Dividends from the Bank constitute the major source of funds for dividends that may be paid by the Company. The amount of dividends payable by the Bank to the Company depends upon the Bank's earnings and capital position, and is limited by federal and state laws, regulations and policies.

The amount of dividends actually paid by the Bank during any one period will be strongly affected by the Bank's management policy of maintaining a strong capital position. Dividends can be restricted if the capital conservation buffer is not maintained as described under “Capital Rules” above. Federal law further provides that no insured depository institution may make any capital distribution (which would include a cash dividend) if, after making the distribution, the institution would be "undercapitalized," as defined in the prompt corrective action regulations. Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends paid by insured banks if such payments should be deemed to constitute an unsafe and unsound practice.

The Company

Federal Securities Law. The stock of the Company is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such, the Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the SEC under the Exchange Act.

The Company's stock held by persons who are affiliates (generally officers, directors and principal stockholders) of the Company may not be resold without registration or unless sold in accordance with certain resale restrictions. If the Company meets specified current public information requirements, each affiliate of the Company is able to sell in the public market, without registration, a limited number of shares in any three-month period.

Bank Holding Company Regulation. Bank holding companies are subject to comprehensive regulation by the FRB under the Bank Holding Company Act (“BHCA”). As a bank holding company, the Company is required to file reports with the FRB and such additional information as the FRB may require, and the Company and its non-banking affiliates are subject to examination by the FRB. Under FRB policy, a bank holding company must serve as a source of financial strength for its subsidiary banks. Under this policy the FRB may require, and has required in

the past, a holding company to contribute additional capital to an undercapitalized subsidiary bank. Under the Dodd-Frank Act, this policy is codified and rules to implement it are to be established. Under the BHCA, a bank holding company must obtain FRB approval before: (i) acquiring, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank holding company; or (iii) merging or consolidating with another bank holding company.

The Company is subject to the activity limitations imposed on bank holding companies that are not financial holding companies. The BHCA prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain activities which are permitted, by statute or by FRB regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks. The list of activities permitted by the FRB includes, among other things, operating a savings institution, mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit-related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers' checks and United States Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; and, subject to certain limitations, providing securities brokerage services for customers.

TAXATION

Federal Taxation

General. The Company and the Bank report their income on a fiscal year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, including particularly the Bank's reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company.

On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, which significantly changed U.S. tax laws, including a reduction in the corporate tax rate from 35 percent to 21 percent, as well as other changes. As a result of enactment of the legislation, the Company incurred additional one-time income tax expense of $998,000 during the second quarter of fiscal 2018, primarily related to the remeasurement of certain deferred tax assets and liabilities.

Bad Debt Reserve. Historically, savings institutions, such as the Bank used to be, which met certain definitional tests primarily related to their assets and the nature of their business ("qualifying thrift"), were permitted to establish a reserve for bad debts and to make annual additions thereto, which may have been deducted in arriving at their taxable income. The Bank's deductions with respect to their loans, which are generally loans secured by certain interests in real property, historically has been computed using an amount based on the Bank's actual loss experience, in accordance with IRC Section 585(B)(2). Due to the Bank's loss experience, the Bank generally recognized a bad debt deduction equal to their net charge-offs.

The Bank’s average assets for the current year exceeded $500 million, thus classifying it as a large bank for purposes of IRC Section 585. Under IRC Section 585(c)(3), a bank that becomes a large bank must change its method of accounting from the reserve method to a specific charge-off method under IRC Section 166. The Bank’s deductions with respect to their loans are computed under the specific charge-off method. The specific charge-off method has been used in the current year and will be used in all subsequent tax years.

Dividends-Received Deduction. The Company may exclude from its income 100% of dividends received from the Bank as a member of the same affiliated group of corporations. The corporate dividends-received deduction is generally 50% in the case of dividends received from unaffiliated corporations with which the Company and the Bank will not file a consolidated tax return, except that if the Company or the Bank owns more than 20% of the stock of a corporation distributing a dividend, then 65% of any dividends received may be deducted.

Missouri Taxation

General. Missouri-based banks, such as the Bank, are subject to a Missouri bank franchise and income tax.

Bank Franchise Tax. The Missouri bank franchise tax is imposed on (i) the bank's taxable income at the rate of 7%, less credits for certain Missouri taxes, including income taxes. However, the credits exclude taxes paid for real estate, unemployment taxes, bank tax, and taxes on tangible personal property owned by the Bank and held for lease or rentals to others - income-based calculation; and (ii) the bank's net assets at a rate of .007%. Net assets are defined as total assets less deposits and the investment in greater than 50% owned subsidiaries - asset-based calculation.

Income Tax. The Bank and its holding company and related subsidiaries are subject to an income tax that is imposed on the consolidated taxable income apportioned to Missouri at the rate of 6.25%. The return is filed on a consolidated basis by all members of the consolidated group including the Bank.

Arkansas Taxation

General. Due to its loan activity and the acquisitions of Arkansas banks in recent periods, the Bank is subject to an Arkansas income tax. The tax is imposed on the Bank’s apportioned taxable income at a rate of 6%.

Illinois Taxation

General. Due to its loan activity and the acquisitions of Illinois banks in recent periods, the Bank is subject to an Illinois income tax. The tax is imposed on the Bank’s apportioned taxable income at a rate of 9.5%.

Audits

There have been no IRS audits of the Company's Federal income tax returns or audits of the Bank's state income tax returns during the past five years.

For additional information regarding taxation, see Note 12 of Notes to the Consolidated Financial Statements contained in Item 8.

PERSONNEL

As of June 30, 2019, the Company had 438 full-time employees and 32 part-time employees. The Company believes that employees play a vital role in the success of a service company and that the Company's relationship with its employees is good. The employees are not represented by a collective bargaining unit.

EXECUTIVE OFFICERS

Greg A. Steffens, the Company’s President and Chief Executive Officer, joined our Company in 1998 as Chief Financial Officer, and was appointed President and CEO in 1999. He has over 29 years of experience in the banking industry, including service from 1993 to 1998 as chief financial officer of Sho-Me Financial Corp (Mount Vernon, Missouri), prior to the sale of that company to Union Planters Corporation. Mr. Steffens also served from 1989 to 1993 as an examiner with the Office of Thrift Supervision. Mr. Steffens holds a Bachelor of Science Degree in Business Administration-Accounting and Finance from the University of Central Missouri, Warrensburg, Missouri.

Matthew T. Funke, the Company’s Chief Financial Officer, joined our Company in 2003. He has more than 20 years of banking and finance experience. Mr. Funke was initially hired to establish an internal audit function for the Company, and served as internal auditor and compliance officer until 2006, when he was named Chief Financial Officer. Previously, Mr. Funke was employed with Central Bancompany, Inc. (Jefferson City, Missouri), where he advanced to the role of internal audit manager, and as a fiscal analyst with the Missouri General Assembly. Mr. Funke holds a Bachelor of Science Degree in Accounting from Missouri State University, Springfield, Missouri, and is a graduate of the Southwest Graduate School of Banking at SMU, Dallas, Texas.

Kimberly A. Capps, the Company’s Chief Operations Officer, joined our Company in 1994. She has over 26 years of banking experience. Ms. Capps is responsible for the Company’s retail deposit operations, product development and marketing, and data processing and network administration functions. Ms. Capps was initially hired by our bank subsidiary as controller, and was named Chief Financial Officer in 2001. In 2006, Ms. Capps was named Chief Operations Officer. Prior to joining the Company, Ms. Capps was employed for more than three years

with the accounting firm of Kraft, Miles & Tatum (Poplar Bluff, Missouri), where she specialized in financial institution audits and taxation. She holds a Bachelor of Science Degree in Business Administration-Accounting from Southeast Missouri State University, Cape Girardeau, Missouri.

Lora L. Daves, the Company’s Chief Risk Officer, joined our Company in 2006. Ms. Daves is responsible for the oversight of the Company’s internal audit, loan review, and compliance functions. Ms. Daves also oversees the Company’s quarterly stress testing of its commercial real estate portfolio and the credit analysis of proposed new credits. Ms. Daves served as our Chief Credit Officer from 2006 through 2016. Ms. Daves has over 30 years of banking and finance experience, including 11 years beginning with Mercantile Bank of Poplar Bluff, which merged with and into US Bank, a subsidiary of U.S. Bancorp (Minneapolis, Minnesota) during her tenure there. Ms. Daves’ responsibilities with US Bank included credit analysis, underwriting, credit presentation, credit approval, monitoring credit quality, and analysis of the allowance for loan losses. She advanced to hold responsibility for regional credit administration, loan review, compliance, and problem credit management. Ms. Daves’ experience also includes four years as Chief Financial Officer of a southeast Missouri healthcare provider which operated a critical access hospital, eight rural health clinics, two retail pharmacies, an ambulatory surgery center, and provided outpatient radiology and physical therapy services; and four years with a national real estate development and management firm, working in their St. Louis-based Midwest regional office as a general accounting manager. Ms. Daves holds a Bachelor of Science Degree in Business Administration-Accounting from Southeast Missouri State University, Cape Girardeau, Missouri.

Justin G. Cox is our Regional President for the Bank’s west region, in which role he is responsible for loan production activity in the region, and also provides joint oversight of the deposit-taking operation in the region. Mr. Cox joined our Company in 2010 as a lending officer, as an integral part of the team which established our presence in Springfield, Missouri, through the opening of a loan production office in that market. Mr. Cox has more than 16 years banking experience. He previously worked for Metropolitan National Bank (Springfield, Missouri), and advanced to the role of Vice President of Lending for that institution. Mr. Cox holds a Bachelor of Science Degree in Business Administration-Marketing & Management from Southwest Baptist University, Bolivar, Missouri.

Mark E. Hecker, the Company’s Chief Credit Officer, joined our Company in January 2017. Mr. Hecker is responsible for administration of the Company’s credit portfolio, including the approval process for proposed new credits and monitoring of the portfolio’s credit quality. Mr. Hecker has over 29 years of banking experience, having most recently served twelve years with BankLiberty (Liberty, Missouri) as its Chief Lending Officer. Prior to that, Mr. Hecker served as a commercial banker for Midland Bank (Lee’s Summit, Missouri) and its successor organization, Commercial Federal Bank (Omaha, Nebraska) for eight years. Mr. Hecker was employed as an examiner with the FDIC for more than six years and is a Commissioned Bank Examiner. Mr. Hecker holds a Bachelor of Science Degree in Business Administration-Accounting from the University of Central Missouri, Warrensburg, Missouri.

Rick A. Windes, the Company’s Chief Lending Officer, joined our Company in May 2018. Mr. Windes is responsible for the Company’s loan production. Mr. Windes has 26 years’ experience in commercial lending and lending management. Most recently, he served as a regional president in Springfield, Missouri, for Bear State Bank (Little Rock, Arkansas), prior to its merger with Arvest Bank. Previously, he was the senior lender for Metropolitan National Bank (Springfield, Missouri) prior to its acquisition by Bear State Bank. Mr. Windes holds a Bachelor of Science Degree in Business Administration from Truman State University, Kirksville, Missouri, and is a graduate of the Graduate School of Banking at Colorado, Boulder, Colorado.

Brett A. Dorton, the Company’s Chief Strategies Officer, joined our Company November 21, 2018, though the Gideon Acquisition. Mr. Dorton had served as President and Director at First Commercial Bank, Gideon’s bank subsidiary. Mr. Dorton was employed by First Commercial Bank for 18 years, including five years as President. Mr. Dorton is responsible for oversight of the Company’s entry into wealth management and commercial and consumer insurance brokerage, will serve a key role in future merger and acquisition activity, and is assisting in continued management of the acquired First Commercial Bank lending portfolio and its transition to appropriate lending officers in various Southern Bank markets. Mr. Dorton has 24 years’ experience in bank management, lending, fixed income portfolio management, and wealth management advisory services. Prior to his employment by First Commercial Bank, he was a loan officer with First Midwest Bank of Dexter. Mr. Dorton holds a Bachelor of Science Degree in Economics and Finance from Union University, Jackson, Tennessee, and is a graduate of the Graduate School of Banking at Louisiana State University, Baton Rouge, Louisiana. He holds Series 7 and 63 securities licenses.

INTERNET WEBSITE

We maintain a website with the address of www.bankwithsouthern.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. This Annual Report on Form 10-K and our other reports, proxy statements and other information, including earnings press releases, filed with the SEC are available at http://investors.bankwithsouthern.com. For more information regarding access to these filings on our website, please contact our Corporate Secretary, Southern Missouri Bancorp, Inc., 2991 Oak Grove Road, Poplar Bluff, Missouri, 63901; telephone number (573) 778-1800.

Item 1A. Risk Factors

Risks Relating to Our Business and Operating Environment

An investment in our securities is subject to inherent risks. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our securities could decline due to any of these identified or other risks, and you could lose all or part of your investment.

We may fail to realize all of the anticipated benefits of our acquisition activities.

The success of our acquisition activities depends on, among other things, our ability to realize anticipated cost savings and to combine the businesses of the companies in a manner that does not materially disrupt the existing customer relationships of the companies or result in decreased revenues from customers. If we are unable to achieve these objectives, the anticipated benefits of the acquisitions may not be realized fully, if at all, or may take longer to realize than expected.

Our allowance for loan losses may be insufficient to absorb losses in our loan portfolio.

Lending money is a substantial part of our business. Every loan carries a certain risk that it will not be repaid in accordance with its terms or that any underlying collateral will not be sufficient to ensure repayment. This risk is affected by, among other things:

•	cash flow of the borrower and/or the project being financed;

•	in the case of a collateralized loan, the changes and uncertainties as to the future value of the collateral;

•	the credit history of a particular borrower;

•	changes in economic and industry conditions; and

•	the duration of the loan.

We maintain an allowance for loan losses which we believe is appropriate to provide for potential losses in our loan portfolio. The amount of this allowance is determined by our management through a periodic review and consideration of several factors, including, but not limited to:

•	the quality, size and diversity of the loan portfolio;

•	evaluation of non-performing loans;

•	historical default and loss experience;

•	historical recovery experience;

•	economic conditions;

•	risk characteristics of the various classifications of loans; and

•	the amount and quality of collateral, including guarantees, securing the loans.

If loan losses exceed the allowance for loan losses, our business, financial condition and profitability may suffer.

The Financial Accounting Standards Board (FASB), adopted Accounting Standards Update (ASU), 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” on June 16, 2016, which changed required allowance for loan losses methodology to consider current expected credit losses (CECL). This accounting pronouncement is expected to be applicable to us effective for our fiscal year

beginning July 1, 2020. The federal banking regulators, including the Federal Reserve have adopted a rule that gives a banking organization the option to phase in over a three-year period the day-one adverse effects of CECL on its regulatory capital.

CECL substantially changes how we calculate our allowance for loan and lease losses. We are preparing to adopt CECL. We cannot predict how it will affect our results of operations and financial condition, including our regulatory capital.

If our nonperforming assets increase, our earnings will be adversely affected.

At June 30, 2019 and June 30, 2018, our nonperforming assets were $24.8 million and $13.1 million, respectively, or 1.12% and 0.69% of total assets, respectively. Our nonperforming assets adversely affect our net income in various ways:

•	We do not accrue interest income on nonaccrual loans, nonperforming investment securities, or other real estate owned.

•	We must provide for probable loan losses through a current period charge to the provision for loan losses.

•	Non-interest expense increases when we must write down the value of properties in our other real estate owned portfolio to reflect changing market values or recognize other-than-temporary impairment on nonperforming investment securities.

•	There are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees related to our other real estate owned.

•	The resolution of nonperforming assets requires the active involvement of management, which can divert management’s attention from more profitable activities.

If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our nonperforming assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations. See also “Regulation – Regulatory Capital Requirements.”

Changes in economic conditions, particularly an economic slowdown in southern Missouri or northern Arkansas, could hurt our business.

Our business is directly affected by market conditions, trends in industry and finance, legislative and regulatory changes, and changes in governmental monetary and fiscal policies and inflation, all of which are beyond our control. Future deterioration in economic conditions, particularly within our primary market area in southern Missouri and northern Arkansas, could result in the following consequences, among others, any of which could hurt our business materially:

•	loan delinquencies may increase;

•	problem assets and foreclosures may increase;

•	demand for our products and services may decline;

•	loan collateral may decline in value, in turn reducing a customer’s borrowing power and reducing the value of collateral securing our loans; and

•	the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

Downturns in the real estate markets in our primary market area could hurt our business.

Our business activities and credit exposure are primarily concentrated in southern Missouri and northern Arkansas. While we did not and do not have a sub-prime lending program, our residential real estate, construction and land loan portfolios, our commercial and multi-family loan portfolios and certain of our other loans could be affected by the downturn in the real estate market. We anticipate that significant declines in the real estate markets in our primary market area would hurt our business and would mean that collateral for our loans would hold less value. As a result, our ability to recover on defaulted loans by selling the underlying real estate would be diminished, and we would be more likely to suffer losses on defaulted loans. The events and conditions described in this risk factor could therefore have a material adverse effect on our business, results of operations and financial condition.

Our construction lending exposes us to significant risk.

Our construction loan portfolio, which totaled $123.3 million, or 6.68% of loans, net, at June 30, 2019, includes residential and non-residential construction and development loans. Construction and development lending, especially non-residential construction and development lending, is generally considered to have more complex credit risks than traditional single-family residential lending because the principal is concentrated in a limited number of loans with repayment dependent on the successful completion and sale, leasing, or operation of the related real estate project. Consequently, these loans are often more sensitive to adverse conditions in the real estate market or the general economy than other real estate loans. These loans are generally less predictable and more difficult to evaluate and monitor and collateral may be difficult to dispose of in a market decline. Additionally, we may experience significant construction loan losses because independent appraisers or project engineers inaccurately estimate the cost and value of construction loan projects.

Deterioration in our construction portfolio could result in increases in the provision for loan losses and an increase in charge-offs, all of which could have a material adverse effect on our financial condition and results of operations.

Our loan portfolio possesses increased risk due to our percentage of commercial real estate and commercial business loans.

At June 30, 2019, 64.8% of our loans, net, consisted of commercial real estate and commercial business loans to small and mid-sized businesses, generally located in our primary market area, which are the types of businesses that have a heightened vulnerability to local economic conditions. Over the last ten years, we have increased this type of lending from 47.9% of our portfolio at June 30, 2009, in order to improve the yield on our assets. At June 30, 2019, our loan portfolio included $840.8 million of commercial real estate loans and $355.9 million of commercial business loans compared to $704.6 million and $281.3 million, respectively, at June 30, 2018. The credit risk related to these types of loans is considered to be greater than the risk related to one- to four-family residential loans because the repayment of commercial real estate loans and commercial business loans typically is dependent on the successful operation and income stream of the borrower’s business or the real estate securing the loans as collateral, which can be significantly affected by economic conditions. Additionally, commercial loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans. Commercial loans not collateralized by real estate are often secured by collateral that may depreciate over time, be difficult to appraise and fluctuate in value (such as accounts receivable, inventory and equipment). If loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could require us to increase our provision for loan losses and adversely affect our operating results and financial condition.

Several of our commercial borrowers have more than one commercial real estate or business loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to significantly greater risk of loss compared to an adverse development with respect to any one- to four-family residential mortgage loan. Finally, if we foreclose on a commercial real estate loan, our holding period for the collateral, if any, typically is longer than for one- to four-family residential property because there are fewer potential purchasers of the collateral. Since we plan to continue to increase our originations of these loans, it may be necessary to increase the level of our allowance for loan losses due to the increased risk characteristics associated with these types of loans. Any increase to our provision for loan losses would adversely affect our operating results and financial condition. Any delinquent payments or the failure to repay these loans would hurt our operating results and financial condition.

Our loan portfolio possesses risk due to our agricultural lending.

Included in the commercial real estate loans described above are agricultural real estate loans totaling $182.7 million, or 9.9% of our loan portfolio, net, at June 30, 2019. Agricultural real estate lending involves a greater degree of risk and typically involves larger loans to single borrowers than lending on single-family residences. Payments on agricultural real estate loans are dependent on the profitable operation or management of the farm property securing the loan. The success of the farm may be affected by many factors outside the control of the farm borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), loss of livestock due to disease or other factors, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including

changes in price supports, subsidies, and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower’s ability to repay the loan may be impaired. The primary agricultural activity in our market areas is livestock, dairy, poultry, rice, timber, soybeans, wheat, melons, corn, and cotton. Accordingly, adverse circumstances affecting these activities could have an adverse effect on our agricultural real estate loan portfolio. Our agricultural real estate lending has grown significantly since June 30, 2009, when these loans totaled $21.3 million, or 5.5% of our loan portfolio.

Included in the commercial business loans described above are agricultural production and equipment loans. At June 30, 2019, these loans totaled $95.5 million, or 5.2%, of our loan portfolio, net. As with agricultural real estate loans, the repayment of operating loans is dependent on the successful operation or management of the farm property. The same risk applies to agricultural operating loans which are unsecured or secured by rapidly depreciating assets such as farm equipment or assets such as livestock or crops. Any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation to the collateral. Our agricultural operating loans have also grown significantly since June 30, 2009, when such loans totaled $27.5 million, or 7.1% of our loan portfolio.

Presently, various agricultural commodity prices have been negatively impacted by recent actions taken, or which are feared could be taken, by governments in markets where U.S. agricultural products are exported. Declines in the pricing available to U.S. farmers negatively impacts cash flows for these borrowers to service their debts, and negatively affects the value of real estate and equipment which may be pledged as collateral to secure borrowings.

Continued growth of our commercial real estate and commercial business loan portfolios may increase the risk of credit defaults in the future.

Due to our emphasis on commercial real estate and commercial business lending, a substantial amount of the loans in our commercial real estate and commercial business portfolios and our lending relationships are of relatively recent origin. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” A portfolio of older loans will usually behave more predictably than a newer portfolio. Commercial real estate and commercial business loans naturally create portfolio “churn” as loans are originated and repaid. As a result, our portfolio consists of a mix of seasoned and unseasoned loans. We believe that our underwriting practices are sound and based on industry standards and best practices. However, a significant portion of our loan portfolio is relatively new, therefore, the current level of delinquencies and defaults may not be representative of the level that will prevail as the portfolio becomes more seasoned, which may be higher than current levels. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition.

As we approach thresholds defined in interagency guidance on commercial real estate concentrations, we may incur additional expense or slow the growth of certain categories of commercial real estate lending.

The federal banking agencies have issued guidance on sound risk management practices for concentrations in commercial real estate lending (see “REGULATION – Guidance on Commercial Real Estate Concentrations”). For the purposes of this guidance, “commercial real estate” includes, among other types, multi-family residential loans and non-owner occupied nonresidential loans, two categories which have been a source of loan growth for the Company. A bank that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory analysis with respect to real estate concentration risk: total loans for construction land development and other land representing 100% or more of the bank’s total capital; or total commercial real estate loans (as defined in the guidance) that exceed 300% of the bank’s total capital and the bank’s commercial real estate portfolio has increased by 50% or more during the prior 36 months.

During fiscal 2017, the Bank exceeded the 300% threshold for non-owner occupied commercial real estate loans (as defined in the guidance) as a percentage of total regulatory capital for the first time. The Bank’s highest level of concentration during fiscal 2017 was 303% of total regulatory capital at December 31, 2016. During fiscal 2018, the Bank remained below the 300% threshold throughout the fiscal year, and the highest level of concentration was 267% of total regulatory capital at September 30, 2017. During fiscal 2019, the Bank again remained below the 300% threshold throughout the fiscal year, and the highest level of concentration was 270% at December 31, 2018. The Bank reported 264% of total regulatory capital concentrated in non-owner occupied commercial real estate loans at June 30, 2019, as compared to 241% of the Bank’s total regulatory capital at June 30, 2018.

In recent years, the Company’s non-owner occupied commercial real estate loans (as defined in the guidance) has also approached the 300% of total regulatory capital threshold, but peaked at 293% of total regulatory capital at December 31, 2016. The Company reported 255% of total regulatory capital concentrated in non-owner occupied commercial real estate loans at June 30, 2019, as compared to 233% of total regulatory capital at June 30, 2018.

The Bank and Company may see its non-owner occupied commercial real estate lending grow as a percentage of total regulatory capital, or it may slow the growth of this type of lending activity. Should we continue to grow this category of our loan portfolio, we may incur additional expense to meet the heightened supervisory expectations related to this lending activity. If we slow the growth of commercial real estate loans generally, or particular concentrations of borrowers or categories of properties within that definition, we may be negatively impacted in terms of our asset growth, net interest margin and earnings, leverage, or other targets.

Changes in interest rates may negatively affect our earnings and the value of our assets.

Our earnings and cash flows depend substantially upon our net interest income. Net interest income is the difference between interest income earned on interest-earning assets, such as loans and investment securities, and interest expense paid on interest-bearing liabilities, such as deposits and borrowed funds. Interest rates are sensitive to many factors that are beyond our control, including general economic conditions, competition and policies of various governmental and regulatory agencies and, in particular, the policies of the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investment securities and the amount of interest we pay on deposits and borrowings, but these changes could also affect: (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities, including our securities portfolio; and (iii) the average duration of our interest-earning assets. This also includes the risk that interest-earning assets may be more responsive to changes in interest rates than interest-bearing liabilities, or vice versa (repricing risk), the risk that the individual interest rates or rate indices underlying various interest-earning assets and interest-bearing liabilities may not change in the same degree over a given time period (basis risk), and the risk of changing interest rate relationships across the spectrum of interest-earning asset and interest-bearing liability maturities (yield curve risk), including a prolonged flat or inverted yield curve environment. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated or an adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry generally.

We have pursued a strategy of supplementing internal growth by acquiring other financial companies or their assets and liabilities that we believe will help fulfill our strategic objectives and enhance our earnings. There are risks associated with this strategy, including the following:

•	We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be adversely affected;

•	Prices at which acquisitions can be made fluctuate with market conditions. We have experienced times during which acquisitions could not be made in specific markets at prices we considered acceptable and expect that we will experience this condition in the future;

•

The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into us to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, or at all, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful.

•

To the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill. We are required to assess our goodwill for impairment at least annually, and any goodwill impairment charge could have a material adverse effect on our results of operations and financial condition;

•	To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders; and

•	We have completed three acquisitions since June 2017 which enhanced our rate of growth. We do not necessarily expect to be able to maintain our past rate of growth, and may not be able to grow at all in the future.

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. While we anticipate that our capital resources will satisfy our capital requirements for the foreseeable future, we may at some point need to raise additional capital to support our operations or continued growth, both internally and through acquisitions. Any capital we obtain may result in the dilution of the interests of existing holders of our common stock, or otherwise adversely affect your investment.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial condition and performance. Accordingly, we cannot make assurances of our ability to raise additional capital if needed, or if the terms will be acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our financial condition and liquidity could be materially and adversely affected.

Legislative or regulatory changes or actions, or significant litigation, could adversely impact us or the businesses in which we are engaged.

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds, and not to benefit our shareholders. The impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact us or our ability to increase the value of our business. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Additionally, actions by regulatory agencies or significant litigation against us could require us to devote significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders.

Impairment of investment securities, other intangible assets, or deferred tax assets could require charges to earnings, which could negatively impact our results of operations.

In assessing the impairment of investment securities, we consider the length of time and extent to which the fair value of the securities has been less than the cost of the securities, the financial condition and near-term prospects of the issuers, whether the market decline was affected by macroeconomic conditions and whether we have the intent to sell the debt security or will be required to sell the debt security before its anticipated recovery. In fiscal 2009, we incurred charges to recognize the other-than-temporary impairment (OTTI) of available-for-sale investments related to investments in Freddie Mac preferred stock ($304,000 impairment realized in the first quarter

of fiscal 2009) and a pooled trust preferred collateralized debt obligation, Trapeza CDO IV, Ltd., class C2 ($375,000 impairment realized in the second quarter of fiscal 2009). We currently hold additional collateralized debt obligations (CDOs) which have not been deemed other-than-temporarily impaired, based on our best judgment using information currently available.

Under current accounting standards, goodwill and certain other intangible assets with indeterminate lives are no longer amortized but, instead, are assessed for impairment periodically or when impairment indicators are present. As of June 30, 2019, we determined that none of our goodwill or other intangible assets was impaired.

Deferred tax assets are only recognized to the extent it is more likely than not they will be realized. Should our management determine it is not more likely than not that the deferred tax assets will be realized, a valuation allowance with a charge to earnings would be reflected in the period. At June 30, 2019, our net deferred tax asset was $4.6 million, none of which was disallowed for regulatory capital purposes. Based on the levels of taxable income in prior years and our expectation of profitability in the current year and future years, management has determined that no valuation allowance was required at June 30, 2019. If we are required in the future to take a valuation allowance with respect to our deferred tax asset, our financial condition, results of operations and regulatory capital levels would be negatively affected.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral we hold cannot be realized upon or is liquidated at prices insufficient to recover the full amount of the loan. We cannot assure you that any such losses would not materially and adversely affect our business, financial condition or results of operations.

Non-compliance with USA Patriot Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. Several banking institutions have received large fines for non-compliance with these laws and regulations. Although we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations.

We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations, some of which is expected to increase our costs of operations.

We are currently subject to extensive examination, supervision and comprehensive regulation by the FDIC and the Missouri Division of Finance and by the Federal Reserve. The FDIC, Missouri Division of Finance, and the Federal Reserve govern the activities in which we may engage, primarily for the protection of depositors and the Deposit Insurance Fund. These regulatory authorities have extensive discretion, including the ability to restrict an institution’s operations, require the institution to reclassify assets, determine the adequacy of the institution’s allowance for loan losses and determine the level of deposit insurance premiums assessed. Any change in such regulation and oversight, whether in the form of regulatory policy, new regulations or legislation or additional deposit insurance premiums could have a material adverse impact on our operations. Because our business is highly regulated, the laws and applicable regulations are subject to frequent change. See “Regulation.”

In response to the last financial crisis, Congress took actions that are intended to strengthen confidence and encourage liquidity in financial institutions, and the FDIC has taken actions to increase insurance coverage on deposit accounts. The Dodd-Frank Act created the CFPB.

The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets, their service providers and certain non-depository entities such as debt collectors and consumer reporting agencies. In the case of banks, such as the Bank, with total assets of less than $10 billion, this examination and enforcement authority is held by the institution’s primary federal banking regulator (the FDIC, in the case of the Bank). The CFPB has finalized a number of significant rules that could have a significant impact on our business and the financial services industry more generally. In particular, the CFPB has adopted rules impacting nearly every aspect of the lifecycle of a residential mortgage loan.

In the last economic downturn, federal and state banking regulators were active in responding to concerns and trends identified in examinations and have issued many formal enforcement orders requiring capital ratios in excess of regulatory requirements. The Federal Reserve and the Missouri Division of Finance regulate the activities in which the Bank may engage primarily for the protection of depositors and not for the protection or benefit of stockholders. In addition, new laws and regulations may increase our costs of regulatory compliance and of doing business and otherwise affect our operations. New laws and regulations may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and profitability. Regulatory changes regarding card interchange fee income do not currently apply to us but could change in the future. Further, legislative proposals limiting our rights as a creditor could result in credit losses or increased expense in pursuing our remedies as a creditor.

Significant legal actions could subject us to substantial liabilities.

We are from time to time subject to claims related to our operations. These claims and legal actions, including supervisory actions by our regulators, could involve large monetary claims and significant defense costs. As a result, we may be exposed to substantial liabilities, which could adversely affect our results of operations and financial condition.

Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.

We face substantial competition in all phases of our operations from a variety of competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. To date, we have grown our business successfully by focusing on our business lines in geographic markets and emphasizing the high level of service and responsiveness desired by our customers. We compete for loans, deposits and other financial services with other commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies and specialized finance companies. Many of our competitors offer products and services that we do not offer, and many have substantially greater resources and lending limits, name recognition and market presence that benefit them in attracting business. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, and smaller newer competitors may also be more aggressive in terms of pricing loan and deposit products than we are in order to obtain a share of the market. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies, federally insured state-chartered banks, national banks and federal savings banks. As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various services.

We are subject to security and operational risks relating to our use of technology that could damage our reputation and business.

Security breaches in our internet banking activities could expose us to possible liability and damage our reputation. Any compromise of our security also could deter customers from using our internet banking services that involve the transmission of confidential information. We rely on standard internet security systems to provide the security and authentication necessary to effect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures, which could damage our reputation and business.

We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber-security breaches.

We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions and to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others and concerning our own business, operations, plans and strategies. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions by employees, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems

and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity. In addition, we outsource some of our data processing to certain third-party providers. If these third-party providers encounter difficulties, including as a result of cyber-attacks or information security breaches, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, face regulatory action, civil litigation and/or suffer damage to our reputation.

Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber-attacks, but such events may still occur or may not be adequately addressed if they do occur.

There have been increasing efforts by third parties to breach data security at financial institutions. There have been a number of instances involving financial services and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data. Although we take protective measures, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

Information security risks continue to increase due to new technologies, the increasing use of the Internet and telecommunication technologies (including mobile devices) to conduct financial and other business transactions, and the increasing sophistication and activities of organized crime, perpetrators of fraud, hackers, and others. The Company makes significant investments in various technology to identify and prevent intrusions into its information system. The Company also has policies and procedures designed to prevent or limit the effect of failure, interruption or security breach of its information systems and performs regular audits using both internal and outside resources. However, there can be no assurances that any such failures, interruptions or security breaches will not occur, or if they do occur, that they will be adequately addressed. In addition to unauthorized access, denial-of-service attacks, or other operational disruptions could overwhelm Company websites and prevent the Company from adequately serving customers. Should any of the Company's systems become compromised or customer information be obtained by unauthorized parties, the reputation of the Company could be damaged, relationships with existing customers may be impaired, and the Company could be subject to lawsuits, all of which could result in a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s operations rely on certain external vendors.

The Company relies on third-party vendors to provide products and services necessary to maintain day-to-day operations. For example, the Company outsources a portion of its information systems, communication, data management, and transaction processing to third parties. Accordingly, the Company is exposed to the risk that these vendors might not perform in accordance with the contracted arrangements or service level agreements for a number of reasons, including, but not limited to, changes in the vendor’s organizational structure, financial condition, support for existing products and services, or strategic focus. Such failure to perform could be disruptive to the Company’s operations, which could have a materially adverse impact on its business, results of operations and financial condition. These third parties are also sources of risk associated with operational errors, system interruptions or breaches and unauthorized disclosure of confidential information. If the vendors encounter any of these issues, the Company could be exposed to disruption of service, damage to reputation and litigation. Because the Company is an issuer of debit cards, it is periodically exposed to losses related to security breaches which occur at retailers that are unaffiliated with the Company (e.g., customer card data being compromised at retail stores). These losses include, but are not limited to, costs and expenses for card reissuance as well as losses resulting from fraudulent card transactions.

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business, subject us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including the entrance of financial technology companies offering new financial service products. The Company regularly upgrades or replaces core technological systems. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may encounter significant problems or may not be able to effectively implement new technology-driven products, including the core deposit system, and services, or be successful in marketing the new products and services to its customers. These problems might include significant time delays, cost overruns, loss of key people, and technological system failures. Failure to successfully keep pace with technological change affecting the financial services industry or failure to successfully complete the replacement of the core deposit system, or another core technological system, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Our earnings could be adversely impacted by incidences of fraud and compliance failure.

Financial institutions are inherently exposed to fraud risk. A fraud can be perpetrated by a customer of our bank subsidiary, an employee, a vendor, or members of the general public. We are most subject to fraud and compliance risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, and checking transactions. Our largest fraud risk, associated with the origination of loans, includes the intentional misstatement of information in property appraisals or other underwriting documentation provided to us by third parties. Compliance risk is the risk that loans are not originated in compliance with applicable laws and regulations and our standards. There can be no assurance that we can prevent or detect acts of fraud or violation of law or our compliance standards by the third parties that we deal with. Repeated incidences of fraud or compliance failures would adversely impact the performance of our loan portfolio

Risks Relating to Our Common Stock

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell our common stock when you want or at prices you find attractive.

We cannot predict how our common stock will trade in the future. The market value of our common stock will likely continue to fluctuate in response to a number of factors including the following, most of which are beyond our control, as well as the other factors described in this “Risk Factors” section:

•	actual or anticipated quarterly fluctuations in our operating and financial results;

•	developments related to investigations, proceedings or litigation;

•	changes in financial estimates and recommendations by financial analysts;

•	dispositions, acquisitions and financings;

•	actions of our current shareholders, including sales of common stock by existing shareholders and our directors and executive officers;

•	fluctuations in the stock prices and operating results of our competitors;

•	regulatory developments; and

•	other developments in the financial services industry.

The market value of our common stock may also be affected by conditions affecting the financial markets in general, including price and trading fluctuations. These conditions may result in (i) volatility in the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common stock and (ii) sales of substantial amounts of our common stock in the market, in each case that could be unrelated or disproportionate to changes in our operating performance. These broad market fluctuations may adversely affect the market value of our common stock.

There may be future sales of additional common stock or other dilution of our shareholders’ equity, which may adversely affect the market price of our common stock.

We are not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or any substantially similar securities. The market value of our common stock could decline as a result of sales by us of a large number of shares of common stock or similar securities in the market or the perception that such sales could occur.

We may issue debt and equity securities that are senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.

In the future, we may increase our capital resources by entering into debt or debt-like financing or issuing debt or equity securities, which could include issuances of senior notes, subordinated notes, preferred stock or common stock. In the event of the liquidation of Southern Missouri Bancorp, Inc., its lenders and holders of its debt or preferred securities would receive a distribution of the available assets of Southern Missouri Bancorp, Inc., before distributions to the holders of our common stock. Our decision to incur debt and issue other securities in future offerings may depend on market conditions and other factors beyond our control. We cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Future offerings could reduce the value of our common stock and dilute the interests of our shareholders.

Regulatory and contractual restrictions may limit or prevent us from paying dividends on and repurchasing our common stock.

Southern Missouri Bancorp, Inc., is an entity separate and distinct from its subsidiary bank, and derives substantially all of its revenue in the form of dividends from the subsidiary. Accordingly, the Company is and will be dependent upon dividends from its subsidiary bank to pay the principal of and interest on its indebtedness, to satisfy its other cash needs and to pay dividends on its common and preferred stock. The Bank’s ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. In the event the subsidiary bank is unable to pay dividends to the Company, the Company may not be able to pay dividends on its common or preferred stock. Also, the Company's right to participate in a distribution of assets upon the subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In addition, holders of our common stock are entitled to receive dividends only when, as and if declared by our board of directors. Although we have historically paid cash dividends on our common stock, we are not required to do so and our board of directors could reduce, suspend or eliminate our common stock cash dividend in the future.

If we defer interest payments on our outstanding junior subordinated debt securities or if certain defaults relating to those debt securities occur, we will be prohibited from declaring or paying dividends or distributions on, and from making liquidation payments with respect to, our common stock.

As of June 30, 2019, we had outstanding $16.8 million aggregate principal amount of junior subordinated debt securities issued in connection with the sale of trust preferred securities by subsidiaries of ours that are statutory business trusts. As of that date, those debt securities were carried at a fair value of $15.1 million.

We guarantee the trust preferred securities described above. The indentures under which the junior subordinated debt securities were issued, together with the guarantee, prohibit us, subject to limited exceptions, from declaring or paying any dividends or distributions on, or redeeming, repurchasing, acquiring or making any liquidation payments with respect to, any of our capital stock at any time when (i) there shall have occurred and be continuing an event of default under the indenture; (ii) we are in default with respect to payment of any obligations under the guarantee; or (iii) we have elected to defer payment of interest on the junior subordinated debt securities. In that regard, we are entitled, at our option but subject to certain conditions, to defer payments of interest on the junior subordinated debt securities from time to time for up to five years.

Events of default under the indentures generally consist of our failure to pay interest on the junior subordinated debt securities under certain circumstances, our failure to pay any principal of or premium on such junior subordinated debt securities when due, our failure to comply with certain covenants under the indenture, and certain events of bankruptcy, insolvency or liquidation relating to us.

As a result of these provisions, if we were to elect to defer payments of interest on the junior subordinated debt securities, or if any of the other events described in clause (i) or (ii) of the second paragraph of this risk factor were to occur, we would be prohibited from declaring or paying any dividends on our common stock, from redeeming, repurchasing or otherwise acquiring any of our common stock, and from making any payments to holders of our common stock in the event of our liquidation, which would likely have a material adverse effect on the market value of our common stock. Moreover, without notice to or consent from the holders of our common stock, we may issue additional series of junior subordinated debt securities in the future with terms similar to those of our existing junior subordinated debt securities or enter into other financing agreements that limit our ability to purchase or to pay dividends or distributions on our capital stock, including our common stock.

Anti-takeover provisions could negatively impact our shareholders.

Provisions of our articles of incorporation and bylaws, Missouri law and various other factors may make it more difficult for companies or persons to acquire control of us without the consent of our board of directors. These provisions include limitations on voting rights of beneficial owners of more than 10% of our common stock, the election of directors to staggered terms of three years and not permitting cumulative voting in the election of directors. Our bylaws also contain provisions regarding the timing and content of shareholder proposals and nominations for service on the Board of Directors.

Item 1B. Unresolved Staff Comments

None.

Item 2. Description of Properties

At June 30, 2019, the Bank operated from its headquarters, 44 full-service branch offices, and two limited-service branch offices. The Bank owns the office building and related land in which its headquarters are located, and 42 of its other branch offices. The remaining four branches are either leased or partially owned.

For additional information regarding our properties, see "Part II, Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 5 – Premises and Equipment".

Management believes that our current facilities are adequate to meet our present and immediately foreseeable needs. However, we will continue to monitor customer growth and expand our branching network, if necessary, to serve our customers' needs.

Item 3. Legal Proceedings

In the opinion of management, the Bank is not a party to any pending claims or lawsuits that are expected to have a material effect on the Bank's financial condition or operations. Periodically, there have been various claims and lawsuits involving the Bank mainly as a defendant, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank's business. Aside from such pending claims and lawsuits, which are incident to the conduct of the Bank's ordinary business, the Bank is not a party to any material pending legal proceedings that would have a material effect on the financial condition or operations of the Bank.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Securities

The common stock of Southern Missouri Bancorp, Inc., is traded under the symbol “SMBC” on the Nasdaq Global Market. At June 30, 2019, there were 9,289,308 shares of common stock outstanding and approximately 277 common stockholders of record.

Our cash dividend payout policy is continually reviewed by management and the Board of Directors. The Company intends to continue its policy of paying quarterly dividends; however, future dividend payments will depend upon a number of factors, including capital requirements, regulatory limitations (See “Item 1. Description of Business – Regulation”), the Company’s financial condition, results of operations and the Bank’s ability to pay dividends to the Company. The Company relies significantly upon such dividends originating from the Bank to accumulate earnings for payment of cash dividends to stockholders. See “Item 1A. Risk Factors – Risks Relating to our Common Stock – Regulatory and Contractual Restrictions may limit or prevent us from paying dividends on and repurchasing our common stock.”

Information regarding our equity compensation plans is included in Part II, Item 11 of this Form 10-K.

On January 2, 2015, the Company declared a two-for-one common stock split in the form of 100% common stock dividend payable on January 30, 2015, to shareholders of record on January 16, 2015. All references to stock prices and per share information throughout this annual report on Form 10-K, reflect this split for all periods.

The following table summarizes the Company's stock repurchase activity for each month during the three months ended June 30, 2019.

	Total # of Shares Purchased		Average Price Paid Per Share		Total # of Shares Purchased as Part of a Publicly Announced Program		Maximum Number of Shares That May Yet Be Purchased
06/01/19 - 06/30/19 period		25,093	$	33.07		25,093		414,649
05/01/19 - 05/31/19 period		10,258		32.79		10,258		439,742
04/01/19 - 04/30/19 period		-		-		-		450,000

The following graph and related discussion are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be “soliciting materials” or to be “filed” with the SEC (other than as provided in Item 201) nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained therein, except to the extent that the Company specifically incorporates it by reference into a filing.

The following graph shows a comparison of stockholder return on the common stock of Southern Missouri Bancorp, Inc., to the cumulative total returns for the indices shown below. The graph was compiled by S&P Global Market Intelligence, a division of S&P Global, Inc. The graph assumes an initial investment of $100 and reinvestment of dividends. The graph is historical only and may not be indicative of possible future performance.

	Period Ending
Index	06/30/14		06/30/15		06/30/16		06/30/17		06/30/18		06/30/19
Southern Missouri Bancorp, Inc.		100.00		107.58		136.47		189.71		232.40		210.53
SNL All Financial Institutions Index		100.00		113.20		102.48		141.10		154.82		159.01
SNL Bank NASDAQ Index		100.00		112.91		107.25		153.34		170.73		155.85
SNL Bank $1B-$5B Index		100.00		109.35		111.97		160.80		183.35		159.41
SNL Midwest Bank Index		100.00		107.96		101.53		143.35		153.06		149.17

Item 6. Selected Financial Data

(Dollars in thousands)	At June 30,
Financial Condition Data:	2019		2018		2017		2016		2015
Total assets	$	2,214,402	$	1,886,115	$	1,707,712	$	1,403,910	$	1,300,064
Loans receivable, net		1,846,405		1,563,380		1,397,730		1,135,453		1,053,146
Mortgage-backed securities		110,429		90,176		78,275		71,231		70,054
Cash, interest-bearing deposits
and investment securities		91,475		84,428		97,674		81,270		78,258
Deposits		1,893,695		1,579,902		1,455,597		1,120,693		1,055,242
Borrowings		52,284		82,919		56,849		137,301		92,126
Subordinated debt		15,043		14,945		14,848		14,753		14,658
Stockholder's equity		238,392		200,694		173,083		125,966		132,643

(Dollars in thousands, except per share data)	For the Year Ended June 30,
Operating Data:		2019		2018		2017		2016		2015
Interest income	$	97,482	$	77,174	$	61,488	$	56,317	$	55,301
Interest expense		24,700		14,791		10,366		9,365		8,766

Net interest income		72,782		62,383		51,122		46,952		46,535
Provision for loan losses		2,032		3,047		2,340		2,494		3,185

Net interest income after
provision for loan losses		70,750		59,336		48,782		44,458		43,350

Noninterest income		15,170		13,871		11,084		9,758		8,659
Noninterest expense		49,969		44,475		38,252		32,686		32,285

Income before income taxes		35,951		28,732		21,614		21,530		19,724
Income taxes		7,047		7,803		6,062		6,682		6,056
Net Income		28,904		20,929		15,552		14,848		13,668

Less: effective dividend on preferred stock		---		---		---		85		200
Net income available to common stockholders	$	28,904	$	20,929	$	15,552	$	14,763	$	13,468
Basic earnings per share available to
common stockholders⁽²⁾	$	3.14	$	2.40	$	2.08	$	1.99	$	1.84
Diluted earnings per share available to
common stockholders⁽²⁾	$	3.14	$	2.39	$	2.07	$	1.98	$	1.79
Dividends per share⁽²⁾	$	0.52	$	0.44	$	0.40	$	0.36	$	0.34

	At June 30,
Other Data:	2019			2018			2017			2016			2015
Number of:
Real Estate Loans		7,695			7,241			6,800			5,554			5,428
Deposit Accounts		91,086			79,762			72,186			60,839			58,927
Full service offices		45			38			39			33			32
Limited service offices		2			3			3			3			3
Loan production offices		---			---			---			---			---

	At or for the year ended June 30,
Key Operating Ratios:		2019			2018			2017			2016			2015
Return on assets (net income
divided by average assets)		1.38	%		1.17	%		1.05	%		1.11	%		1.07	%

Return on average common equity (net
income available to common stockholders
divided by average common equity)		13.13			11.30			11.70			12.34			12.48

Average equity to average assets		10.49			10.31			8.96			9.40			10.04

Interest rate spread (spread between
weighted average rate on all interest-earning
assets and all interest-bearing liabilities)		3.56			3.62			3.64			3.69			3.81

Net interest margin (net interest income as a
percentage of average interest-earning assets		3.78			3.78			3.74			3.80			3.92

Noninterest expense to average assets		2.38			2.48			2.58			2.45			2.53

Average interest-earning assets to
average interest-bearing liabilities		116.89			117.15			113.13			114.38			115.39

Allowance for loan losses to gross loans⁽¹⁾		1.07			1.15			1.10			1.20			1.15

Allowance for loan losses to
nonperforming loans⁽¹⁾		94.72			198.58			481.65			243.66			323.35

Net charge-offs (recoveries) to average
outstanding loans during the period		0.02			0.02			0.05			0.09			0.01

Ratio of nonperforming assets
to total assets⁽¹⁾		1.12			0.69			0.37			0.64			0.64

Common shareholder dividend payout ratio
(common dividends as a percentage of
earnings available to common shareholders		16.48			18.29			19.14			18.12			18.69

⁽¹⁾	At end of period.
⁽²⁾	All share and per share amounts have been adjusted for the two-for-one common stock split in the form of a 100% common stock dividend paid January 30, 2015.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Southern Missouri Bancorp, Inc., is a Missouri corporation originally organized for the principal purpose of becoming the holding company of Southern Bank. The principal business of Southern Bank consists of attracting deposits from the communities it serves and investing those funds in loans secured by residential and commercial real estate, as well as commercial business and consumer loans. These funds have also been used to purchase investment securities, mortgage-backed securities (MBS), U.S. government and federal agency obligations and other permissible securities.

Southern Bank’s results of operations are primarily dependent on the levels of its net interest margin and noninterest income, and its ability to control operating expenses. Net interest margin is dependent primarily on the difference or spread between the average yield earned on interest-earning assets (including loans, mortgage-related securities, and investments) and the average rate paid on interest-bearing liabilities (including deposits, securities sold under agreements to repurchase, and borrowings), as well as the relative amounts of these assets and liabilities. Southern Bank is subject to interest rate risk to the degree that its interest-earning assets mature or reprice at different times, or on a varying basis, from its interest-bearing liabilities.

Southern Bank’s noninterest income consists primarily of fees charged on transaction and loan accounts, interchange income from customer debit and ATM card use, gains on sales of loans to the secondary market, and increased cash surrender value of bank owned life insurance (“BOLI”). Southern Bank’s operating expenses include: employee compensation and benefits, occupancy expenses, legal and professional fees, federal deposit insurance premiums, amortization of intangible assets, and other general and administrative expenses.

Southern Bank’s operations are significantly influenced by general economic conditions including monetary and fiscal policies of the U.S. government and the Federal Reserve Board. Additionally, Southern Bank is subject to policies and regulations issued by financial institution regulatory agencies including the Federal Reserve, the Missouri Division of Finance, and the Federal Deposit Insurance Corporation. Each of these factors may influence interest rates, loan demand, prepayment rates and deposit flows. Interest rates available on competing investments as well as general market interest rates influence the Bank’s cost of funds. Lending activities are affected by the demand for real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered. Lending activities are funded through the attraction of deposit accounts consisting of checking accounts, passbook and statement savings accounts, money market deposit accounts, certificate of deposit accounts with terms of 60 months or less, securities sold under agreements to repurchase, advances from the Federal Home Loan Bank of Des Moines, and, to a lesser extent, brokered deposits. The Bank intends to continue to focus on its lending programs for one- to four-family residential real estate, commercial real estate, commercial business and consumer financing on loans secured by properties or collateral located primarily in Missouri and Arkansas.

All share amounts and per share amounts discussed below have been adjusted for the two-for-one common stock split in the form of a 100% common stock dividend paid January 30, 2015.

CRITICAL ACCOUNTING POLICIES

The Company has established various accounting policies, which govern the application of accounting principles generally accepted in the United States of America in the preparation of our financial statements. Our significant accounting policies are described in Item 8 under the Notes to the Consolidated Financial Statements. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.

The allowance for losses on loans represents management’s best estimate of probable losses in the existing loan portfolio. The allowance for losses on loans is increased by the provision for losses on loans charged to expense and reduced by loans charged off, net of recoveries.

The provision for losses on loans is determined based on management’s assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions and the related impact on specific borrowers and industry groups, historical loan loss experience, the level of classified and nonperforming loans and the results of regulatory examinations.

Integral to the methodology for determining the adequacy of the allowance for loan losses is portfolio segmentation and impairment measurement. Under the Company’s methodology, loans are first segmented into 1) those comprising large groups of homogeneous loans which are collectively evaluated for impairment and 2) all other loans which are individually evaluated. Those loans in the second category are further segmented utilizing a defined grading system which involves categorizing loans by severity of risk based on conditions that may affect the ability of the borrowers to repay their debt, such as current financial information, collateral valuations, historical payment experience, credit documentation, public information, and current trends. The loans subject to credit classification represent the portion of the portfolio subject to the greatest credit risk and where adjustments to the allowance for losses on loans as a result of provisions and charge-offs are most likely to have a significant impact on operations.

A periodic review of selected credits (based on loan size and type) is conducted to identify loans with heightened risk or probable losses and to assign risk grades. The primary responsibility for this review rests with the loan administration personnel. This review is supplemented with periodic examinations of both selected credits and the credit review process by applicable regulatory agencies. The information from these reviews assists management in the timely identification of problems and potential problems and provides a basis for deciding whether the credit represents a probable loss or risk that should be recognized.

Loans are considered impaired if, based on current information and events, it is probable that Southern Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the fair value of the collateral for collateral-dependent loans. If the loan is not collateral-dependent, the measurement of impairment is based on the present value of expected future cash flows discounted at the historical effective interest rate or the observable market price of the loan. In measuring the fair value of the collateral, management uses the assumptions (i.e., discount rates) and methodologies (i.e., comparison to the recent selling price of similar assets) consistent with those that would be utilized by unrelated third parties. Impairment identified through this evaluation process is a component of the allowance for loan losses. If a loan is not considered impaired, it is grouped together with loans having similar characteristics (i.e., the same risk grade), and an allowance for loan losses is based upon a quantitative factor (historical average charge-offs for similar loans over the past one to five years), and qualitative factors such as changes in lending policies; national, regional, and local economic conditions; changes in mix and volume of portfolio; experience, ability, and depth of lending management and staff; entry to new markets; levels and trends of delinquent, nonaccrual, special mention, and classified loans; concentrations of credit; changes in collateral values; agricultural economic conditions; and regulatory risk. For portfolio loans that are evaluated for impairment as part of homogenous pools, an allowance is maintained based upon similar quantitative and qualitative factors. Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the conditions of the various markets in which collateral may be sold may all affect the required level of the allowance for losses on loans and the associated provision for losses on loans.

FINANCIAL CONDITION

General. The Company experienced balance sheet growth in fiscal 2019, with total assets of $2.2 billion at June 30, 2019, reflecting an increase of $328.3 million, or 17.4%, as compared to June 30, 2018. Asset growth was comprised mainly of increases in loans, available-for-sale (“AFS”) securities, cash equivalents and time deposits, and premises and equipment, and was attributable in large part to the Gideon Acquisition closed in November 2018.

Cash and equivalents. Cash and cash equivalents were $35.4 million at June 30, 2019, an increase of $9.1 million, or 34.5%, as compared to June 30, 2018. Interest-bearing time deposits were $969,000 at June 30, 2019, a decrease of $984,000, or 50.4%, as compared to June 30, 2018.

Investments. Available-for-sale (AFS) securities were $165.5 million at June 30, 2019, an increase of $19.2 million, or 13.1%, as compared to June 30, 2018. The increase was primarily the result of the acquisition an investment portfolio through the Gideon Acquisition, partially offset by sales and maturities in excess of purchases. By category, the Company increased holdings of mortgage backed securities (MBS) and collateralized mortgage obligations (CMOs) issued by government-sponsored entities, along with a small increase in municipal securities, while holdings of government-sponsored agency bonds declined.

Loans. Loans, net of the allowance for loan losses, were $1.8 billion at June 30, 2019, up $283.0 million, or 18.1%, as compared to June 30, 2018. The increase was attributable in large part to the Gideon Acquisition, which included loans recorded at a fair value of $144.3 million at the acquisition date. Inclusive of the Gideon Acquisition, the loan portfolio primarily saw growth in loans secured by commercial real estate, commercial loans, and residential real estate loans. Commercial real estate loans increased due mostly to growth in loans secured by nonresidential properties, accompanied by smaller increases in loans secured by agricultural real estate and unimproved land. The increase in commercial loan balances was attributable primarily to growth in commercial & industrial loan balances, accompanied by smaller increases in agricultural operating and equipment loans. Growth in residential real estate loans was attributable primarily to loans secured by multi-family real estate, accompanied by a smaller increase in loans secured by one- to four-family real estate.

Allowance for Loan Losses. The allowance for loan losses was $19.9 million at June 30, 2019, an increase of $1.7 million, or 9.3%, as compared to June 30, 2018. The allowance represented 1.07% of gross loans receivable at June 30, 2019, as compared to 1.15% of gross loans receivable at June 30, 2018. The decrease in the allowance as a percentage of gross loans receivable was primarily the result of the Gideon Acquisition, in which loans subject to purchase accounting, which the Company carries at fair value instead of establishing an allowance for loan losses, were added to the portfolio during the fiscal year. See also, Provision for Loan Losses, under Comparison of Operating Results for the Years Ended June 30, 2019 and 2018.

In its quarterly evaluation of the adequacy of its allowance for loan losses, the Company employs historical data, including past due percentages, charge offs, and recoveries for the previous one to five years for each loan category. Average net charge offs are calculated as net charge offs for the period by portfolio type as a percentage of the average balance of the respective portfolio type over the same period. The Company believes that it is prudent to emphasize more recent historical factors in the allowance evaluation.

The following table sets forth the Company’s historical net charge offs as of June 30, 2019:

	Net charge offs -	Net charge offs -
Portfolio segment	1-year historical	5-year historical
Real estate loans:
Residential	0.01%	0.03%
Construction	0.00	0.01
Commercial	0.02	0.01
Consumer loans	0.14	0.19
Commercial loans	0.02	0.10

Additionally, in its quarterly evaluation of the adequacy of the allowance for loan losses, the Company evaluates changes in the financial condition of individual borrowers; changes in local, regional, and national economic conditions; the Company’s historical loss experience; and changes in market conditions for property pledged to the Company as collateral. The Company has identified specific qualitative factors that address these issues and subjectively assigns a percentage to each factor. Qualitative factors are reviewed quarterly and may be adjusted as necessary to reflect improving or declining trends. At June 30, 2019, these qualitative factors included:

	•	Changes in lending policies
	•	National, regional, and local economic conditions
	•	Changes in mix and volume of portfolio
	•	Experience, ability, and depth of lending management and staff
	•	Entry to new markets
	•	Levels and trends of delinquent, nonaccrual, special mention and classified loans
	•	Concentrations of credit
	•	Changes in collateral values

	•	Agricultural economic conditions
	•	Regulatory risk

The qualitative factors are applied to the allowance for loan losses based upon the following percentages by loan type:

	Qualitative factor	Qualitative factor
	applied at	applied at
Portfolio segment	June 30, 2019	June 30, 2018
Real estate loans:
Residential	0.66%	0.63%
Construction	1.69	1.69
Commercial	1.14	1.27
Consumer loans	1.40	1.41
Commercial loans	1.28	1.32

At June 30, 2019, the amount of our allowance for loan losses attributable to these qualitative factors increased to approximately $17.1 million, as compared to $15.5 million at June 30, 2018, primarily due to the increase in loan balances. The relatively small change in qualitative factors applied was attributable to management’s assessment that risks represented by the qualitative factors continue to modestly decrease.

Premises and Equipment. Premises and equipment increased to $62.7 million, up $7.9 million, or 14.4%, as compared to June 30, 2018. The increase was due to facilities added through the Gideon Acquisition, the purchase of a previously leased facility, and other acquisitions of premises and equipment, partially offset by depreciation.

BOLI. The Bank has purchased “key person” life insurance policies (BOLI) on employees at various times since fiscal 2003, and has acquired additional BOLI in connection with certain acquisitions. At June 30, 2019, the cash surrender value of all such policies had increased to $38.3 million, up $790,000, or 2.1%, as compared to June 30, 2018.

Intangible Assets. The July 2009 acquisition of the Southern Bank of Commerce resulted in goodwill of $126,000. The October 2013 acquisition of Ozarks Legacy Community Financial, Inc., resulted in goodwill of $1.5 million and a $1.4 million core deposit intangible, which was amortized over a five-year period using the straight-line method and was fully amortized as of June 30, 2019. The February 2014 acquisition of Citizens State Bankshares, Inc., resulted in a $624,000 core deposit intangible, which was amortized over a five-year period using the straight-line method and was fully amortized as of June 30, 2019. The August 2014 acquisition of Peoples Service Company, Inc., and its subsidiary, Peoples Bank of the Ozarks (the “Peoples Acquisition”) resulted in goodwill of $3.0 million and a $3.0 million core deposit intangible, which is being amortized over a six-year period using the straight-line method. The June 2017 acquisition of Tammcorp, Inc., and its subsidiary, Capaha Bank (the “Capaha Acquisition”) resulted in goodwill of $4.1 million and a $3.4 million core deposit intangible, which is being amortized over a seven-year period using the straight-line method. The SMB-Marshfield Acquisition resulted in goodwill of $4.4 million and a $1.3 million core deposit intangible, which is being amortized over a seven-year period using the straight-line method. The Gideon Acquisition resulted in goodwill of $1.0 million and a $4.1 million core deposit intangible, which is being amortized over a seven-year period using the straight-line method. Goodwill from these acquisitions is not being amortized, but is tested for impairment at least annually.

Deposits. Deposits were $1.9 billion at June 30, 2019, an increase of $313.8 million, or 19.9%, as compared to June 30, 2018. The increase was attributable in large part to the Gideon Acquisition, which included deposits assumed at a fair value of $170.7 million. Inclusive of the Gideon Acquisition, deposit balances saw growth primarily in certificates of deposit, money market deposit accounts, and interest-bearing transaction accounts. Since June 30, 2018, the Company’s public unit deposits increased by $19.2 million, primarily reflecting approximately $18.6 million in public unit deposits assumed in the Gideon Acquisition, and totaled $266.8 million at June 30, 2019. Also since June 30, 2018, brokered certificates of deposit increased by $31.3 million, to total $44.9 million at June 30, 2019, while brokered nonmaturity deposits increased by $8.3 million, to total $8.3 million at June 30, 2019. No brokered funding was assumed in the Gideon Acquisition. The Company utilized brokered funding during the fiscal year in order to provide funding for loan growth, reduce overnight borrowings, and to maintain pricing discipline for retail deposits. Our discussion of brokered deposits excludes those deposits originated through reciprocal arrangements, as our reciprocal deposits are primarily originated by our public unit depositors and utilized as an alternative to pledging securities against those deposits. Recently updated regulatory guidance, adopted

following the May 2018 enactment of the Economic Growth, Regulatory Relief, and Consumer Protection Act (Senate Bill 2155), has generally exempted deposits originated through such reciprocal arrangements from classification as brokered deposits for regulatory purposes, subject to some limitations. The average loan-to-deposit ratio for the fourth quarter of fiscal 2019 was 97.6%, as compared to 98.5% for the same period of the prior fiscal year.

Borrowings. FHLB advances were $44.9 million at June 30, 2019, a decrease of $31.7 million, or 41.4%, as compared to June 30, 2018, with the decrease attributable primarily to the Company’s use of brokered funding and sales of AFS securities (primarily those acquired in the Gideon Acquisition), as discussed above. The Company held no overnight advances at June 30, 2019, declining from a balance of $66.6 million at June 30, 2018, while term advances increased to $44.9 million at June 30, 2019, from $10.1 million a year earlier, partially as a result of term advances assumed in the Gideon Acquisition. In June 2017, the Company entered into a revolving, reducing line of credit with a five-year term, providing available credit of $15.0 million. The line of credit bears interest at a floating rate based on LIBOR, and available credit will be reduced by $3.0 million on each anniversary date of the line of credit. At June 30, 2019, the Company had a drawn balance of $3.0 million, and remaining availability of $6.0 million on the line of credit.

Subordinated Debt. In March 2004, $7.0 million of Floating Rate Capital Securities of Southern Missouri Statutory Trust I, with a liquidation value of $1,000 per share were issued. The securities bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2034. In connection with its October 2013 acquisition of Ozarks Legacy, the Company assumed $3.1 million in floating rate junior subordinated debt securities. The debt securities had been issued in June 2005 by Ozarks Legacy in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. The carrying value of these debt securities was approximately $2.6 million at June 30, 2019, as compared to $2.6 million at June 30, 2018. In connection with the Peoples Acquisition, the Company assumed $6.5 million in floating rate junior subordinated debt securities. The debt securities had been issued in 2005 by Peoples, in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. The carrying value of these debt securities was approximately $5.2 million at June 30, 2019, as compared to $5.1 million at June 30, 2018.

Stockholders’ Equity. The Company’s stockholders’ equity was $238.4 million at June 30, 2019, an increase of $37.7 million, or 18.8%, as compared to June 30, 2018. The increase was attributable to the retention of net income, the issuance of common shares in the Gideon Acquisition, and a decrease in accumulated other comprehensive loss, which was due to a decrease in market interest rates, partially offset by payment of dividends on common stock and modest repurchase activity totaling 35,351 shares acquired at an average price of $31.58 per share.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 2019 AND 2018

Net Income. The Company’s net income available to common stockholders for the fiscal year ended June 30, 2019, was $28.9 million, an increase of $8.0 million, or 38.1%, as compared to the prior fiscal year.

Net Interest Income. Net interest income for fiscal 2019 was $72.8 million, an increase of $10.4 million, or 16.7%, when compared to the prior fiscal year. The increase, as compared to the prior fiscal year, was attributable to a 16.6% increase in the average balance of interest-earning assets, while the net interest margin was unchanged at 3.78%. Average earning asset balance growth was due in part to the mid-fiscal 2019 Gideon Acquisition and the full-year effect of the mid-2018 SMB Marshfield Acquisition. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the Peoples Acquisition was $765,000 in fiscal 2019, as compared to $1.0 million in fiscal 2018. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the Capaha Acquisition was $1.1 million in fiscal 2019, as compared to $1.1 million in fiscal 2018. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the SMB-Marshfield Acquisition was $274,000 in fiscal 2019, as compared to $127,000 in fiscal 2018. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the Gideon Acquisition was $808,000 in fiscal 2019, with no comparable contributions in fiscal 2018. In total, these components of net interest income contributed an additional 15 basis points to the net interest margin in fiscal 2019, as compared to a contribution of 14 basis points in fiscal 2018. The Company expects the impact of fair value discount accretion related to most acquisitions to decline in fiscal 2020, though discount accretion recognized over the course of a full fiscal year related to the Gideon Acquisition will partially offset that decrease.

Interest Income. Interest income for fiscal 2019 was $97.5 million, an increase of $20.3 million, or 26.3%, when compared to the prior fiscal year. The increase was due to an increase of $274.7 million, or 16.6%, in the average balance of interest-earning assets, combined with a 39 basis point increase in the average yield earned on interest-earning assets, from 4.67% in fiscal 2018, to 5.06% in fiscal 2019.

Interest income on loans receivable for fiscal 2018 was $92.3 million, an increase of $19.2 million, or 26.3%, when compared to the prior fiscal year. The increase was due to a $251.4 million increase in the average balance of loans receivable, combined with a 39 basis point increase in the average yield earned on loans receivable. The increase in the average yield was attributed primarily to origination and repricing of loans and borrower refinancing as market interest rates increased during the largest part of fiscal 2019 as compared to recent fiscal years, as well as an increase in the accretion of fair value discount on loans attributable to the Peoples, Capaha, SMB-Marshfield, and Gideon acquisitions, which increased to $3.0 million in fiscal 2019, as compared to $2.2 million in fiscal 2018.

Interest income on the investment portfolio and other interest-earning assets was $5.2 million for fiscal 2019, an increase of $1.1 million, or 27.2%, when compared to the prior fiscal year. The increase was due to a $23.2 million increase in the average balance of these assets, combined with a 28 basis point increase in the average yield earned on these assets.

Interest Expense. Interest expense was $24.7 million for fiscal 2019, an increase of $9.9 million, or 67.0%, when compared to the prior fiscal year. The increase was due to a 45 basis point increase in the average rate paid on interest-bearing liabilities, from 1.05% in fiscal 2018 to 1.50% in fiscal 2019, combined with the $238.2 million increase in the average balance of interest-bearing liabilities.

Interest expense on deposits was $21.2 million for fiscal 2019, an increase of $8.4 million, or 65.4%, when compared to the prior fiscal year. The increase was due primarily to a 42 basis point increase in the average rate paid on interest-bearing deposits, combined with the $203.4 million increase in the average balance of those deposits.

Interest expense on FHLB advances was $2.4 million for fiscal 2019, an increase of $1.3 million, or 128.3%, when compared to the prior fiscal year. The increase was due to a $35.8 million increase in the average balance of FHLB advances, combined with a 73 basis point increase in the average rate paid on those advances. The increase in the average rate paid was attributable primarily to market increases in borrowing rates available on average during the fiscal year, as compared to the prior year.

Provision for Loan Losses. A provision for loan losses is charged to earnings to bring the total allowance for loan losses to a level considered adequate by management to provide for probable loan losses based on prior loss experience, type and amount of loans in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. Management also considers other factors relating to the collectability of the loan portfolio.

The provision for loan losses was $2.0 million for fiscal 2019, a decrease of $1.0 million, or 33.3%, as compared to the prior fiscal year. The decrease in provision was attributed primarily to continued low levels of net charge offs and a stable outlook regarding the credit quality of the Company’s legacy loan portfolio. In fiscal 2019, net charge offs were $343,000, as compared to $371,000 for the prior fiscal year. At June 30, 2019, classified loans totaled $28.3 million, or 1.51% of gross loans, as compared to $14.2 million, or 0.90% of gross loans, at June 30, 2018, with the increase primarily the result of the Gideon Acquisition, which included classified loans carried at a fair value of $13.5 million at June 30, 2019. Classified loans were comprised primarily of commercial real estate, residential real estate, and commercial operating loans. All loans so designated were classified due to concerns as to the borrowers’ ability to continue to generate sufficient cash flows to service the debt.

The above provision was made based on management’s analysis of the various factors which affect the loan portfolio and management’s desire to maintain the allowance at a level considered adequate. Management performed a detailed analysis of the loan portfolio, including types of loans, the charge-off history, and an analysis of the allowance for loan losses. Management also considered the continued origination of loans secured by commercial and agricultural real estate, and commercial and agricultural operating loans, which bear an inherently higher level of credit risk. While management believes the allowance for loan losses at June 30, 2019, is adequate to cover all losses inherent in the portfolio, there can be no assurance that, in the future, increases in the allowance will not be necessary, or that actual losses will not exceed the allowance.

Noninterest Income. Noninterest income was $15.2 million for fiscal 2019, an increase of $1.3 million, or 9.4%, when compared to the prior fiscal year. The increase was attributable in part to the mid-fiscal 2019 Gideon Acquisition and the mid-fiscal 2018 SMB-Marshfield Acquisition, and consisted of higher bank card interchange income, deposit account service charges, and earnings on bank owned life insurance (BOLI), which increased in part due to a $346,000 nonrecurring benefit. These increases were partially offset by lower loan servicing fees, loan origination and other loan fees, and gains on the sale of available-for-sale securities.

Noninterest Expense. Noninterest expense was $50.0 million for fiscal 2019, an increase of $5.5 million, or 12.4%, when compared to the prior fiscal year. The increase in noninterest expense was attributable in part to the mid-fiscal 2019 Gideon Acquisition and the mid-fiscal 2018 SMB-Marshfield Acquisition, and resulted primarily from higher compensation expense, occupancy expense, bank card network expense, amortization of core deposit intangibles, deposit insurance premiums, and other operating expenses, including expenses related to and losses on the disposition of foreclosed real estate, provision for off-balance sheet credit exposure, and expenses to provide rewards checking products and electronic banking services. These increases were partially offset by decreases in legal and professional fees, as the Company incurred less legal expense related to acquisition activity during the period. In total, fiscal 2019 results included $829,000 in merger-related charges, as compared to $925,000 in comparable expenses for the prior fiscal year.

Provision for Income Taxes. The Company recorded an income tax provision of $7.0 million for fiscal 2019, a decrease of $756,000, or 9.7%, as compared to the prior fiscal year, as the Company realized a decline in its effective tax rate, to 19.6% for fiscal 2019, as compared to 27.2% for fiscal 2018, partially offset by increased earnings before tax. The lower effective tax rate was attributable primarily to the December 2017 enactment of a reduction in the federal corporate income tax rate, the benefits of which were not fully realized by the Company until the tax and fiscal year beginning July 1, 2018, at which point the annual effective federal corporate income tax rate to which the Company was administratively subject declined from 28.1% to 21.0%. Additionally, the December 2017 enactment of the reduction in the federal corporate income tax rate required a revaluation of the Company’s deferred tax asset, which was recognized through income tax provision during the fiscal year ended June 30, 2018, and which offset much of the impact of the reduction, from 35% to 28.1%, in the annual effective federal income tax rate to which the Company was subject for that fiscal year.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 2018 AND 2017

Net Income. The Company’s net income available to common stockholders for the fiscal year ended June 30, 2018, was $20.9 million, an increase of $5.4 million, or 34.6%, as compared to the prior fiscal year.

Net Interest Income. Net interest income for fiscal 2018 was $62.4 million, an increase of $11.3 million, or 22.0%, when compared to the prior fiscal year. The increase, as compared to the prior fiscal year, was attributable to a 20.9% increase in the average balance of interest-earning assets, combined with an increase in the net interest margin, from 3.74% to 3.78%. Average earning asset balance growth was due in part to the late-fiscal 2017 Capaha Acquisition and the mid-2018 SMB Marshfield Acquisition. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the Peoples Acquisition was $1.0 million in fiscal 2018, as compared to $1.5 million in fiscal 2017. Accretion of fair value discount on loans and amortization of fair value premiums on time deposits related to the Capaha Acquisition and the SMB-Marshfield Acquisition was $1.1 million and $127,000, respectively, in fiscal 2018, with no comparable contributions in fiscal 2017. In total, these components of net interest income contributed an additional 14 basis points to the net interest margin in fiscal 2018, as compared to a contribution of 11 basis points in fiscal 2017. The Company expects the impact of fair value discount accretion related to the Peoples Acquisition and the Capaha Acquisition to decline substantially in fiscal 2018, though discount accretion recognized over the course of a full fiscal year related to the SMB-Marshfield Acquisition will offset that decrease to a smaller degree.

Interest Income. Interest income for fiscal 2018 was $77.2 million, an increase of $15.7 million, or 25.5%, when compared to the prior fiscal year. The increase was due to an increase of $285.8 million, or 20.9%, in the average balance of interest-earning assets, combined with a 17 basis point increase in the average yield earned on interest-earning assets, from 4.50% in fiscal 2017, to 4.67% in fiscal 2018.

Interest income on loans receivable for fiscal 2018 was $73.1 million, an increase of $15.1 million, or 26.1%, when compared to the prior fiscal year. The increase was due to a $268.1 million increase in the average balance of loans receivable, combined with a 16 basis point increase in the average yield earned on loans receivable. The increase in the average yield was attributed primarily to origination and repricing of loans and borrower refinancing as market interest rates have increased over the last two years, as well as an increase in the accretion of fair value discount on loans attributable to the Peoples, Capaha, and SMB-Marshfield acquisitions, which increased to $2.2 million in fiscal 2018, as compared to $1.3 million in fiscal 2017.

Interest income on the investment portfolio and other interest-earning assets was $4.1 million for fiscal 2018, an increase of $552,000, or 15.8%, when compared to the prior fiscal year. The increase was due to a seven basis point increase in the average yield earned on these assets, combined with a $17.7 million increase in the average balance of these assets.

Interest Expense. Interest expense was $14.8 million for fiscal 2018, an increase of $4.4 million, or 42.7%, when compared to the prior fiscal year. The increase was due to the $202.6 million increase in the average balance of interest-bearing liabilities, combined with a 19 basis point increase in the average rate paid on interest-bearing liabilities, from 0.86% in fiscal 2017 to 1.05% in fiscal 2018.

Interest expense on deposits was $12.8 million for fiscal 2018, an increase of $4.4 million, or 51.4%, when compared to the prior fiscal year. The increase was due primarily to the $256.2 million increase in the average balance of interest-bearing deposits, combined with a 17 basis point increase in the average rate paid on those deposits.

Interest expense on FHLB advances was $1.0 million for fiscal 2017, a decrease of $97,000, or 8.5%, when compared to the prior fiscal year. The decrease was due to a $39.5 million decrease in the average balance of FHLB advances, partially offset by a 66 basis point increase in the average rate paid on those advances. The increase in the average rate paid was attributable primarily to the continuing increases in the overnight borrowing rate.

The provision for loan losses was $3.0 million for fiscal 2018, an increase of $707,000, or 30.2%, as compared to the prior fiscal year. The increase in provision was attributed primarily to stronger organic loan growth. The provision also increased, in part, due to an increase in nonperforming loans. In fiscal 2018, net charge offs were $371,000, as compared to $593,000 for the prior fiscal year. At June 30, 2018, classified loans totaled $14.2 million, or 0.90% of gross loans, as compared to $13.3 million, or 0.94% of gross loans, at June 30, 2017. Classified loans were comprised primarily of commercial real estate, residential real estate, and commercial operating loans. All loans so designated were classified due to concerns as to the borrowers’ ability to continue to generate sufficient cash flows to service the debt.

The above provision was made based on management’s analysis of the various factors which affect the loan portfolio and management’s desire to maintain the allowance at a level considered adequate. Management performed a detailed analysis of the loan portfolio, including types of loans, the charge-off history, and an analysis of the allowance for loan losses. Management also considered the continued origination of loans secured by commercial and agricultural real estate, and commercial and agricultural operating loans, which bear an inherently higher level of credit risk. While management believes the allowance for loan losses at June 30, 2018, is adequate to cover all losses inherent in the portfolio, there can be no assurance that, in the future, increases in the allowance will not be necessary, or that actual losses will not exceed the allowance.

Noninterest Income. Noninterest income was $13.9 million for fiscal 2018, an increase of $2.8 million, or 25.1%, when compared to the prior fiscal year. The increase was attributable in part to the late-fiscal 2017 Capaha Acquisition and the mid-2018 SMB-Marshfield Acquisition, and consisted of higher bank card interchange income, deposit account service charges, loan servicing fees, gains on the sale of available-for-sale securities, and loan origination and other loan fees, partially offset by reduced earnings on bank-owned life insurance (BOLI).

Noninterest Expense. Noninterest expense was $44.5 million for fiscal 2018, an increase of $6.2 million, or 16.3%, when compared to the prior fiscal year. The increase in noninterest expense was attributable primarily to increased compensation expense, occupancy expense, amortization of core deposit intangibles, and bank card network expense, partially offset by inclusion in the prior period’s results of charges to recognize the impairment of fixed assets and expenses attributable to the prepayment of FHLB advances. Fiscal 2018 results included $925,000 in merger-related charges, as compared to $710,000 in comparable expenses for the prior fiscal year.

Provision for Income Taxes. The Company recorded an income tax provision of $7.8 million for fiscal 2018, an increase of $1.7 million, or 28.7%, as compared to the prior fiscal year, as the Company saw increased earnings before tax, but the effective tax rate for fiscal 2018 was lower, at 27.2%, as compared to 28.0% for fiscal 2017. The decrease in the effective tax rate was attributable primarily to the December 2017 enactment of a reduction in the federal corporate income tax (FCIT) rate, partially offset by the required revaluation of the Company’s deferred tax asset (DTA), which increased our provision for income taxes by approximately $1.1 million, and our effective tax rate by approximately 3.9 percentage points. Due to the Company’s fiscal and tax year end of June 30, it did not achieve the full benefit of the reduced FCIT rate in fiscal 2018, but utilized a statutory tax rate that approximates the mid-point of the old FCIT rate of 35% and the new FCIT rate of 21%.

LIQUIDITY AND CAPITAL RESOURCES

Southern Missouri’s primary potential sources of funds include deposit growth, securities sold under agreements to repurchase, FHLB advances, amortization and prepayment of loan principal, investment maturities and sales, and ongoing operating results. While scheduled repayments on loans and securities as well as the maturity of short-term investments are a relatively predictable source of funding, deposit flows, FHLB advance redemptions and loan and security prepayment rates are significantly influenced by factors outside of the Bank’s control, including general economic conditions and market competition. The Bank has relied on FHLB advances as a source for funding cash or liquidity needs.

Southern Missouri uses its liquid assets as well as other funding sources to meet ongoing commitments, to fund loan demand, to repay maturing certificates of deposit and FHLB advances, to make investments, to fund other deposit withdrawals and to meet operating expenses. At June 30, 2019, the Bank had outstanding commitments to extend credit of $317.4 million (including $224.6 million in unused lines of credit). Total commitments to originate fixed-rate loans with terms in excess of one year were $42.6 million at rates ranging from 3.35% to 15.00%, with a weighted-average rate of 5.43%. Management anticipates that current funding sources will be adequate to meet foreseeable liquidity needs.

For the fiscal year ended June 30, 2019, Southern Missouri increased deposits and securities sold under agreements to repurchase, by $313.8 million, and $1.1 million, respectively, and reduced FHLB advances by $31.7 million. During the prior fiscal year, Southern Missouri increased deposits and FHLB advances by $124.3 million and $33.0 million, respectively, and reduced securities sold under agreements to repurchase by $6.9 million. At June 30, 2019, the Bank had pledged $754.4 million of its single-family residential and commercial real estate loan portfolios to the FHLB for available credit of approximately $365.5 million, of which $45.3 million was advanced, while none was utilized for the issuance of letters of credit to secure public unit deposits. The Bank had also pledged $246.9 million of its agricultural real estate and agricultural operating and equipment loans to the Federal Reserve’s discount window for available credit of approximately $181.7 million, as of June 30, 2019, none of which was advanced. In addition, the Bank has the ability to pledge several of its other loan portfolios, including, for example, its multi-family residential real estate, home equity, or commercial business loans. In total, FHLB borrowings are limited to 45% of Bank assets, or approximately $975.9 million as most recently reported by the FHLB on June 30, 2019, which means that an amount up to $930.5 million may still be eligible to be borrowed from the FHLB, subject to available collateral. Along with the ability to borrow from the FHLB and Federal Reserve, management believes its liquid resources will be sufficient to meet the Company’s liquidity needs.

Liquidity management is an ongoing responsibility of the Bank’s management. The Bank adjusts its investment in liquid assets based upon a variety of factors including (i) expected loan demand and deposit flows, (ii) anticipated investment and FHLB advance maturities, (iii) the impact on profitability, and (iv) asset/liability management objectives.

At June 30, 2019, the Bank had $467.7 million in CDs maturing within one year and $1.2 billion in other deposits and securities sold under agreements to repurchase without a specified maturity, as compared to the prior year of $311.4 million in CDs maturing within one year and $1.0 billion in other deposits and securities sold under agreements to repurchase without a specified maturity. Management believes that most maturing interest-bearing liabilities will be retained or replaced by new interest-bearing liabilities. Also at June 30, 2019, the Bank had no overnight advances from the FHLB, $2.9 million in term FHLB advances maturing within one year, and $42.0 million in FHLB advances with a maturity date in excess of one year. Of the advances with maturity dates in excess of one year, none of which was eligible for early redemption by the lender within one year.

REGULATORY CAPITAL

Federally insured financial institutions are required to maintain minimum levels of regulatory capital. Federal Reserve regulations establish capital requirements, including a tier 1 leverage (or core capital) requirement and risk-based capital requirements. The Federal Reserve is also authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.

At June 30, 2019, the Bank exceeded regulatory capital requirements with tier 1 leverage, total risk-based capital, and tangible common equity capital of $226.0 million, $247.2 million and $226.0 million, respectively. The Bank’s tier 1 capital represented 10.38% of total adjusted assets and 11.71% of total risk-weighted assets, while total risk-based capital was 12.81% of total risk-weighted assets, and tangible common equity capital was 11.71% of total risk-weighted assets. To be considered adequately capitalized, the Bank must maintain tier 1 leverage capital levels of at least 4.0% of adjusted total assets and 6.0% of risk-weighted assets, total risk-based capital of 8.0% of risk-weighted assets, and tangible common equity capital of 4.5%. To be considered well capitalized, the Bank must maintain tier 1 leverage capital levels of at least 5.0% of adjusted total assets and 8.0% of risk-weighted assets, total risk-based capital of 10.0% of risk-weighted assets, and tangible common equity capital of 6.5%.

At June 30, 2019, the Company exceeded regulatory capital requirements with tier 1 leverage, total risk-based capital, and tangible common equity capital of $235.8 million, $257.0 million and $220.7 million, respectively. The Company’s tier 1 capital represented 10.81% of total adjusted assets and 12.13% of total risk-weighted assets, while total risk-based capital was 13.22% of total risk-weighted assets, and tangible common equity capital was 11.35% of total risk-weighted assets. To be considered adequately capitalized, the Company must maintain tier 1 leverage capital levels of at least 4.0% of adjusted total assets and 6.0% of risk-weighted assets, total risk-based capital of 8.0% of risk-weighted assets, and tangible common equity capital of 4.5%.

See Note 14 of the Notes to the Consolidated Financial Statements contained in Item 8.

IMPACT OF INFLATION

The consolidated financial statements and related data presented herein have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, changes in interest rates generally have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. In the current interest rate environment, liquidity and maturity structure of the Company’s assets and liabilities are critical to the maintenance of acceptable performance levels.

AVERAGE BALANCE, INTEREST AND AVERAGE YIELDS AND RATES

The table on the following page sets forth certain information relating to the Company’s average interest-earning assets and interest-bearing liabilities and reflects the average yield on assets and the average cost of liabilities for the periods indicated. These yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the years indicated. Nonaccrual loans are included with other noninterest-earning assets.

The table also presents information with respect to the difference between the weighted-average yield earned on interest-earning assets and the weighted-average rate paid on interest-bearing liabilities, or interest rate spread, which financial institutions have traditionally used as an indicator of profitability. Another indicator of an institution’s net interest income is its net yield (or net interest margin) on interest-earning assets, which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.

	Years Ended June 30,
	2019								2018								2017
(Dollars in thousands)	Average Balance			Interest and Dividends		Yield/ Cost			Average Balance			Interest and Dividends		Yield/ Cost			Average Balance			Interest and Dividends		Yield/ Cost
Interest-earning assets:
Mortgage loans ⁽¹⁾	$	1,346,952		$	69,911		5.19	%	$	1,183,961		$	57,294		4.84	%	$	975,670		$	45,998		4.71	%
Other loans ⁽¹⁾		394,625			22,417		5.68			306,169			15,828		5.17			246,335			11,990		4.87
Total net loans		1,741,577			92,328		5.30			1,490,130			73,122		4.91			1,222,005			57,988		4.75
Mortgage-backed securities		102,500			2,704		2.64			81,326			1,817		2.23			72,205			1,496		2.07
Investment securities ⁽²⁾		77,305			2,323		3.01			76,077			2,166		2.85			67,472			1,975		2.93
Other interest-earning assets		4,209			127		3.02			3,378			69		2.02			3,427			29		0.83
TOTAL INTEREST-
EARNING ASSETS ⁽¹⁾		1,925,591			97,482		5.06			1,650,911			77,174		4.67			1,365,109			61,488		4.50
Other noninterest-earning assets ⁽³⁾		172,440			---		---			144,838			---		---			118,809			---		---
TOTAL ASSETS	$	2,098,031			97,482		---		$	1,795,749			77,174		---		$	1,483,918			61,488		---
Interest-bearing liabilities:
Savings accounts	$	161,379			1,179		0.73		$	149,252			756		0.51		$	121,734			413		0.34
NOW accounts		585,077			5,920		1.01			536,510			4,421		0.82			428,201			3,094		0.72
Money market accounts		155,263			2,146		1.38			114,393			804		0.70			85,285			313		0.37
Certificates of deposit		631,110			11,963		1.90			529,238			6,844		1.29			438,011			4,652		1.06
TOTAL INTEREST-
BEARING DEPOSITS		1,532,829			21,208		1.38			1,329,393			12,825		0.96			1,073,231			8,472		0.79
Borrowings:
Securities sold under
agreements to repurchase		3,988			36		0.90			5,373			37		0.70			22,198			95		0.43
FHLB advances		92,371			2,377		2.57			56,593			1,041		1.84			96,065			1,138		1.18
Note payable		3,329			158		4.88			3,000			121		4.02			363			13		3.67
Junior subordinated debt		14,994			921		6.14			14,897			767		5.15			14,800			648		4.37
TOTAL INTEREST-
BEARING LIABILITIES		1,647,421			24,700		1.50			1,409,256			14,791		1.05			1,206,657			10,366		0.86
Noninterest-bearing
demand deposits		220,368			---		---			193,178			---		---			138,881			---		---
Other liabilities		10,128			---		---			8,152			---		---			5,408			---		---
TOTAL LIABILITIES		1,877,917			24,700		---			1,610,586			14,491		---			1,350,946			10,366		---
Stockholders’ equity		220,114			---		---			185,163			---		---			132,972			---		---
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	2,098,031			24,700		---		$	1,795,749			14,791		---		$	1,483,918			10,366		---
Net interest income				$	72,782							$	62,383							$	51,122
Interest rate spread ⁽⁴⁾							3.56	%							3.62	%							3.64	%
Net interest margin ⁽⁵⁾							3.78	%							3.78	%							3.74	%
Ratio of average interest-earning
assets to average interest-
bearing liabilities		116.89	%							117.15	%							113.13	%

_____________________

⁽¹⁾	Calculated net of deferred loan fees, loan discounts and loans-in-process. Nonaccrual loans are not included in average loans.
⁽²⁾	Includes FHLB membership stock, Federal Reserve membership stock, and related cash dividends.
⁽³⁾	Includes equity securities and related cash dividends.
⁽⁴⁾	Represents the difference between the average rate on interest-earning assets and the average cost of interest-bearing liabilities.
⁽⁵⁾	Represents net interest income divided by average interest-earning assets.

YIELDS EARNED AND RATES PAID

The following table sets forth for the periods and at the date indicated, the weighted average yields earned on the Company’s assets, the weighted average interest rates paid on the Company’s liabilities, together with the net yield on interest-earning assets.

	At June 30,			For The Year Ended June 30,
	2019			2019			2018			2017
Weighted-average yield on loan portfolio		5.37	%		5.30	%		4.91	%		4.75	%
Weighted-average yield on mortgage-backed securities		2.63			2.64			2.23			2.07
Weighted-average yield on investment securities ⁽¹⁾		2.98			3.01			2.85			2.93
Weighted-average yield on other interest-earning assets		1.81			3.02			2.02			0.83
Weighted-average yield on all interest-earning assets		5.14			5.06			4.67			4.50
Weighted-average rate paid on interest-bearing deposits		1.57			1.38			0.96			0.79
Weighted-average rate paid on securities sold under
agreements to repurchase		0.92			0.90			0.70			0.43
Weighted-average rate paid on FHLB advances		2.42			2.57			1.84			1.18
Weighted-average rate paid on note payable		4.94			4.88			4.02			3.67
Weighted-average rate paid on subordinated debt		5.95			6.14			5.15			4.37
Weighted-average rate paid on all interest-bearing liabilities		1.64			1.50			1.05			0.86
Interest rate spread (spread between weighted average rate on all interest-earning assets and all interest- bearing liabilities)		3.50			3.56			3.62			3.64
Net interest margin (net interest income as a percentage of average interest-earning assets)		3.75			3.78			3.78			3.74

________________

⁽¹⁾ Includes Federal Home Loan Bank, Federal Reserve Bank stock.

RATE/VOLUME ANALYSIS

The following table sets forth the effects of changing rates and volumes on net interest income of the Company. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate), (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) changes in rate/volume (change in rate multiplied by change in volume).

	Years Ended June 30, 2019 Compared to 2018 Increase (Decrease) Due to											Years Ended June 30, 2018 Compared to 2017 Increase (Decrease) Due to
(Dollars in thousands)	Rate		Volume			Rate/ Volume			Net			Rate			Volume			Rate/ Volume			Net
Interest-earning assets:
Loans receivable ⁽¹⁾	$	5,721	$	12,460		$	1,025		$	19,206		$	1,999		$	12,725		$	410		$	15,134
Mortgage-backed securities		328		473			86			887			119			189			13			321
Investment securities ⁽²⁾		121		35			1			157			(70	)		254			7			191
Other interest-earning deposits		34		17			7			58			41			---			(1	)		40
Total net change in income on
interest-earning assets		6,204		12,985			1,119			20,308			2,089			13,168			429			15,686
Interest-bearing liabilities:
Deposits		5,307		2,065			1,011			8,383			1,977			1,943			433			4,353
Securities sold under
agreements to repurchase		11		(10	)		(2	)		(1	)		59			(72	)		(45	)		(58	)
FHLB advances		416		658			262			1,336			633			(466	)		(264	)		(97	)
Note payable		26		10			1			37			1			97			10			108
Subordinated debt		148		5			1			154			115			4			---			119
Total net change in expense on
interest-bearing liabilities		5,908		2,728			1,273			9,909			2,785			1,506			134			4,425
Net change in net interest income	$	296	$	10,257		$	(154	)	$	10,399		$	(696	)	$	11,662		$	295		$	11,261

________________

⁽¹⁾ Does not include interest on loans placed on nonaccrual status.

⁽²⁾ Does not include dividends earned on equity securities.

Item 7A Quantitative and Qualitative Disclosures About Market Risk

The goal of the Company’s asset/liability management strategy is to manage the interest rate sensitivity of both interest-earning assets and interest-bearing liabilities in order to maximize net interest income without exposing the Company to an excessive level of interest rate risk. The Company employs various strategies intended to manage the potential effect that changing interest rates may have on future operating results. The primary asset/liability management strategy has been to focus on matching the anticipated repricing intervals of interest-earning assets and interest-bearing liabilities. At times, however, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the Company may increase its interest rate risk position in order to maintain its net interest margin.

In an effort to manage the interest rate risk resulting from fixed rate lending, the Company has at times utilized longer term (up to 10 year maturities), fixed-rate FHLB advances, which may be subject to early redemption, to offset interest rate risk. Other elements of the Company’s current asset/liability strategy include: (i) increasing originations of commercial real estate, commercial business loans, agricultural real estate, and agricultural operating lines, which typically provide higher yields and shorter repricing periods, but inherently increase credit risk, (ii) limiting the price volatility of the investment portfolio by maintaining a relatively short weighted average maturity, (iii) actively soliciting less rate-sensitive nonmaturity deposits, and (iv) offering competitively priced money market accounts and CDs with maturities of up to five years. The degree to which each segment of the strategy is achieved will affect profitability and exposure to interest rate risk.

The Company continues to generate long-term, fixed-rate residential loans. During the fiscal year ended June 30, 2019, fixed rate residential loan originations totaled $70.2 million (of which $30.8 million was originated for sale into the secondary market), compared to $60.4 million during the prior year (of which $29.8 million was originated for sale into the secondary market). At June 30, 2019, the fixed-rate residential loan portfolio totaled $169.8 million, with a weighted average maturity of 95 months, compared to $161.2 million with a weighted average maturity of 100 months at June 30, 2018. The Company originated $35.9 million in adjustable rate residential loans during the fiscal year ended June 30, 2019, compared to $35.7 million during the prior fiscal year. At June 30, 2019, fixed rate loans with remaining maturities in excess of 10 years totaled $35.0 million, or 1.9%, of loans receivable, compared to $38.6 million, or 2.5%, of loans receivable, at June 30, 2018. The Company originated $304.2 million in fixed rate commercial and commercial real estate loans during the year ended June 30, 2019, compared to $246.1 million during the prior fiscal year. The Company also originated $73.6 million in adjustable rate commercial and commercial real estate loans during the fiscal year ended June 30, 2019, compared to $74.1 million during the prior fiscal year. At June 30, 2019, adjustable-rate home equity lines of credit totaled $43.4 million, compared to $39.3 million as of June 30, 2018. At June 30, 2019, the Company’s weighted average life of its investment portfolio was 3.8 years, compared to 4.3 years at June 30, 2018. At June 30, 2019, CDs with original terms of two years or more totaled $234.6 million, compared to $220.4 million at June 30, 2018.

INTEREST RATE SENSITIVITY ANALYSIS

The following table sets forth as of June 30, 2019 and 2018, management’s estimates of the projected changes in net portfolio value in the event of 100, 200, and 300 basis point, instantaneous and permanent increases or decreases in market interest rates.

Computations in the table below are based on prospective effects of hypothetical changes in interest rates and are based on an internally generated model using the actual maturity and repricing schedules for Southern Bank’s loans and deposits, adjusted by management’s assumptions for prepayment rates and deposit runoff. Further, the computations do not consider any reactions that the Bank may undertake in response to changes in interest rates. These projected changes should not be relied upon as indicative of actual results in any of the aforementioned interest rate changes.

Management cannot accurately predict future interest rates or their effect on the Company’s NPV and net interest income in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV and net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Additionally, most of Southern Bank’s loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the foregoing table. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase.

June 30, 2019
Change in Rates	Net Portfolio								NPV as Percentage of PV of Assets
	Value		Change			% Change			NPV Ratio		Change
	(Dollars in thousands)								(%)		(basis points)
+300 bp	$	173,144	$	(44,041	)		(20	)		8.35		-159
+200 bp		187,179		(30,006	)		(14	)		8.88		-107
+100 bp		203,703		(13,483	)		(6	)		9.49		-46
0 bp		217,185		---			---			9.94		---
-100 bp		229,783		12,589			6			10.37		43
-200 bp		251,078		33,893			16			11.19		125
-300 bp		261,720		44,535			21			11.63		169

June 30, 2018
Change in Rates	Net Portfolio								NPV as Percentage of PV of Assets
	Value		Change			% Change			NPV Ratio		Change
	(Dollars in thousands)								(%)		(basis points)
+300 bp	$	171,151	$	(31,594	)		(16	)		9.57		-122
+200 bp		182,263		(20,482	)		(10	)		10.03		-77
+100 bp		193,119		(9,626	)		(5	)		10.45		-35
0 bp		202,745		---			---			10.80		---
-100 bp		212,684		9,939			5			11.16		36
-200 bp		241,161		38,415			19			12.43		163
-300 bp		268,610		65,865			32			13.64		284

The Company has worked to limit its exposure to rising rates in the current historically low rate environment by (a) increasing the share of funding on its balance sheet obtained from non-maturity transaction accounts, (b) limiting FHLB borrowings and (c) limiting the duration of its available-for-sale investment portfolio.

Item 8. Financial Statements and Supplementary Information

Report of Independent Registered Public Accounting Firm

(dollars in thousands)	2019			2018
Assets
Cash and cash equivalents	$	35,400		$	26,326
Interest-bearing time deposits		969			1,953
Available for sale securities (Note 2)		165,535			146,325
Stock in FHLB of Des Moines		5,233			5,661
Stock in Federal Reserve Bank of St. Louis		4,350			3,566
Loans receivable, net of allowance for loan losses of $19,903 and $18,214 at June 30, 2019 and June 30, 2018, respectively (Notes 3 and 4)		1,846,405			1,563,380
Accrued interest receivable		10,189			7,992
Premises and equipment, net (Note 5)		62,727			54,832
Bank owned life insurance – cash surrender value		38,337			37,547
Goodwill		14,089			13,078
Other intangible assets, net		9,239			6,918
Prepaid expenses and other assets		21,929			18,537
TOTAL ASSETS	$	2,214,402		$	1,886,115

Liabilities and Stockholders' Equity
Deposits (Note 6)	$	1,893,695		$	1,579,902
Securities sold under agreements to repurchase (Note 7)		4,376			3,267
Advances from FHLB of Des Moines (Note 8)		44,908			76,652
Note payable (Note 9)		3,000			3,000
Accounts payable and other liabilities		12,889			6,449
Accrued interest payable		2,099			1,206
Subordinated debt (Note 10)		15,043			14,945
TOTAL LIABILITIES		1,976,010			1,685,421

Commitments and contingencies (Note 15)

Common stock, $.01 par value; 25,000,000 and 12,000,000 shares authorized; 9,324,659 and 8,996,584 shares issued, respectively, at June 30, 2019 and June 30, 2018		93			90
Additional paid-in capital		94,541			83,413
Retained earnings		143,677			119,536
Treasury stock of 35,351 and 0 shares at June 30, 2019 and June 30, 2018, respectively, at cost		(1,166	)		-
Accumulated other comprehensive income (loss)		1,247			(2,345	)
TOTAL STOCKHOLDERS' EQUITY		238,392			200,694
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,214,402		$	1,886,115

See accompanying notes to consolidated financial statements.

> CONSOLIDATED STATEMENTS OF INCOME <

YEARS ENDED JUNE 30, 2019, 2018 AND 2017

Southern Missouri Bancorp, Inc.


(dollars in thousands except per share data)	2019		2018			2017
Interest Income:
Loans	$	92,328	$	73,122		$	57,988
Investment securities		2,323		2,166			1,975
Mortgage-backed securities		2,704		1,817			1,496
Other interest-earning assets		127		69			29
TOTAL INTEREST INCOME		97,482		77,174			61,488
Interest Expense:
Deposits		21,208		12,825			8,472
Securities sold under agreements to repurchase		36		37			95
Advances from FHLB of Des Moines		2,377		1,041			1,138
Note payable		158		121			13
Subordinated debt		921		767			648
TOTAL INTEREST EXPENSE		24,700		14,791			10,366
NET INTEREST INCOME		72,782		62,383			51,122
Provision for loan losses (Note 3)		2,032		3,047			2,340
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		70,750		59,336			48,782
Noninterest income:
Deposit account charges and related fees		5,005		4,584			3,824
Bank card interchange income		4,658		3,775			2,864
Loan late charges		463		432			432
Loan servicing fees		376		801			397
Other loan fees		1,360		1,467			1,146
Net realized gains on sale of loans		771		804			840
Net realized gains on sale of AFS securities		244		334			-
Earnings on bank owned life insurance		1,329		947			1,135
Other income		964		727			446
TOTAL NONINTEREST INCOME		15,170		13,871			11,084
Noninterest expense:
Compensation and benefits		26,379		23,302			19,406
Occupancy and equipment, net		10,625		9,763			8,418
Deposit insurance premiums		661		517			681
Legal and professional fees		965		1,178			1,233
Advertising		1,161		1,197			1,102
Postage and office supplies		772		729			561
Intangible amortization		1,672		1,457			911
Bank card network fees		2,120		1,580			1,150
Other operating expense		5,614		4,752			4,790
TOTAL NONINTEREST EXPENSE		49,969		44,475			38,252
INCOME BEFORE INCOME TAXES		35,951		28,732			21,614
Income Taxes (Note 11)
Current		6,972		8,333			4,899
Deferred		75		(530	)		1,163
		7,047		7,803			6,062
NET INCOME	$	28,904	$	20,929		$	15,552

Basic earnings per share available to common stockholders	$	3.14	$	2.40		$	2.08
Diluted earnings per share available to common stockholders	$	3.14	$	2.39		$	2.07
Dividends paid	$	0.52	$	0.44		$	0.40

See accompanying notes to consolidated financial statements.

> CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME <

YEARS ENDED JUNE 30, 2019, 2018 AND 2017

Southern Missouri Bancorp, Inc.

	2019			2018			2017
(dollars in thousands)
NET INCOME	$	28,904		$	20,929		$	15,552
Other comprehensive income:
Unrealized gains (losses) on securities available-for-sale		4,940			(3,314	)		(1,879	)
Less: reclassification adjustment for realized gains included in net income		244			334			-
Unrealized gains (losses) on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income		-			(213	)		57
Defined benefit pension plan net (loss) gain		(10	)		(44	)		13
Tax (expense) benefit		(1,094	)		1,033			674
Total other comprehensive income (loss)		3,592			(2,872	)		(1,135	)
COMPREHENSIVE INCOME	$	32,496		$	18,057		$	14,417

See accompanying notes to consolidated financial statements.

> CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY < YEARS ENDED JUNE 30, 2019, 2018 AND 2017 Southern Missouri Bancorp, Inc.


			Additional								Accumulated Other			Total
	Common		Paid-In		Retained			Treasury			Comprehensive			Stockholders'
(dollars in thousands)	Stock		Capital		Earnings			Stock			Income (Loss)			Equity
BALANCE AS OF JUNE 30, 2016	$	74	$	34,432	$	89,798		$	-		$	1,662		$	125,966

Net income						15,552									15,552
Change in unrealized gain on available for sale securities												(1,148	)		(1,148	)
Defined benefit pension plan net loss												13			13
Dividends paid on common stock ($.40 per share )						(2,981	)								(2,981	)
Stock option expense				11											11
Stock grant expense				274											274
Tax benefit of stock grants				225											225
Exercise of stock options				61											61
Common stock issued		12		35,098											35,110
BALANCE AS OF JUNE 30, 2017	$	86	$	70,101	$	102,369		$	-		$	527		$	173,083

Net income						20,929									20,929
Change in unrealized gain on available for sale securities						65						(2,828	)		(2,763	)
Defined benefit pension plan net loss												(44	)		(44	)
Dividends paid on common stock ($.44 per share )						(3,827	)								(3,827	)
Stock option expense				22											22
Stock grant expense				171											171
Exercise of stock options				172											172
Common stock issued		4		12,947											12,951
BALANCE AS OF JUNE 30, 2018	$	90	$	83,413	$	119,536		$	-		$	(2,345	)	$	200,694

Net income						28,904									28,904
Change in unrealized gain on available for sale securities												3,602			3,602
Defined benefit pension plan net loss												(10	)		(10	)
Dividends paid on common stock ($.52 per share )						(4,763	)								(4,763	)
Stock option expense				51											51
Stock grant expense				323											323
Common stock issued		3		10,754											10,757
Treasury stock purchased									(1,166	)					(1,166	)
BALANCE AS OF JUNE 30, 2019	$	93	$	94,541	$	143,677		$	(1,166	)	$	1,247		$	238,392

See accompanying notes to consolidated financial statements.

> CONSOLIDATED STATEMENTS OF CASH FLOWS < YEARS ENDED JUNE 30, 2019, 2018 AND 2017 Southern Missouri Bancorp, Inc.


(dollars in thousands)	2019			2018			2017
Cash Flows From Operating Activities:
NET INCOME	$	28,904		$	20,929		$	15,552
Items not requiring (providing) cash:
Depreciation		3,402			3,119			2,982
(Gain) loss on disposal of fixed assets		29			(206	)		332
Stock option and stock grant expense		374			230			510
(Gain) loss on sale/write-down of REO		267			(45	)		324
Amortization of intangible assets		1,672			1,457			911
Amortization of purchase accounting adjustments		(2,886	)		(1,694	)		(1,116	)
Increase in cash surrender value of bank owned life insurance (BOLI)		(1,329	)		(947	)		(1,135	)
Provision for loan losses		2,032			3,047			2,340
Gains realized on sale of AFS securities		(244	)		(334	)		-
Net amortization of premiums and discounts on securities		846			994			1,034
Originations of loans held for sale		(30,768	)		(29,749	)		(33,059	)
Proceeds from sales of loans held for sale		30,633			29,410			33,656
Gain on sales of loans held for sale		(771	)		(804	)		(840	)
Changes in:
Accrued interest receivable		(459	)		(797	)		(314	)
Prepaid expenses and other assets		56			7,852			2,717
Accounts payable and other liabilities		5,973			(309	)		622
Deferred income taxes		75			(1,774	)		964
Accrued interest payable		795			265			138
NET CASH PROVIDED BY OPERATING ACTIVITIES		38,601			30,644			25,618

Cash flows from investing activities:
Net increase in loans		(139,056	)		(99,510	)		(112,372	)
Net change in interest-bearing deposits		983			249			723
Proceeds from maturities of available for sale securities		29,971			24,981			22,544
Proceeds from sales of available for sale securities		40,985			18,198			-
Net redemptions (purchases) of Federal Home Loan Bank stock		1,489			(1,756	)		2,462
Net purchases of Federal Reserve Bank of St. Louis stock		(785	)		(1,209	)		(14	)
Purchases of available-for-sale securities		(31,207	)		(44,051	)		(31,490	)
Purchases of premises and equipment		(7,696	)		(2,138	)		(3,034	)
Net cash paid for acquisition		(8,377	)		(1,501	)		(1,736	)
Investments in state & federal tax credits		(2,192	)		(5,086	)		(1,897	)
Proceeds from sale of fixed assets		32			1,970			15
Proceeds from sale of foreclosed assets		2,317			1,374			835
Proceeds from BOLI claim		544			-			848
NET CASH USED IN INVESTING ACTIVITIES		(112,992	)		(108,479	)		(123,116	)

Cash flows from financing activities:
Net increase in demand deposits and savings accounts		40,664			82,567			115,340
Net increase (decrease) in certificates of deposits		102,551			(26,392	)		52,939
Net increase (decrease) in securities sold under agreements to repurchase		1,109			(6,945	)		(16,873	)
Proceeds from Federal Home Loan Bank advances		591,500			1,518,930			1,350,565
Repayments of Federal Home Loan Bank advances		(642,030	)		(1,491,130	)		(1,416,815	)
Proceeds from issuance of long term debt		-			-			15,000
Repayments of long term debt		(4,400	)		-			(15,650	)
Common stock issued		-			-			24,144
Exercise of stock options		-			172			61
Purchase of treasury stock		(1,166	)		-			-
Dividends paid on common stock		(4,763	)		(3,827	)		(2,981	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		83,465			73,375			105,730

Increase (decrease) in cash and cash equivalents		9,074			(4,460	)		8,232
Cash and cash equivalents at beginning of period		26,326			30,786			22,554
Cash and cash equivalents at end of period	$	35,400		$	26,326		$	30,786

See accompanying notes to consolidated financial statements.

> CONSOLIDATED STATEMENTS OF CASH FLOWS <

YEARS ENDED JUNE 30, 2019, 2018 AND 2017

Southern Missouri Bancorp, Inc.

(dollars in thousands)	2019		2018		2017
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Conversion of loans to foreclosed real estate	$	2,134	$	1,905	$	890
Conversion of foreclosed real estate to loans		51		112		128
Conversion of loans to repossessed assets		66		54		130
The Company purchased all of the capital stock of Gideon for $22,028 on November 21, 2018.
The Company purchased all of the capital stock of Bancshares for $16,815 on February 23, 2018.
The Company purchased all of the capital stock of Tammcorp for $22,074 on June 16, 2017.
In conjunction with the acquisitions, liabilities were assumed as follows:
Fair value of assets acquired		216,772		90,992		193,297
Less: common stock issued		10,757		12,955		10,965
Cash paid for the capital stock		11,271		3,860		11,109
Liabilities assumed		194,744		74,177		171,223

Cash paid during the period for:
Interest (net of interest credited)	$	4,325	$	3,021	$	3,132
Income taxes		2,856		1,589		3,132

See accompanying notes to consolidated financial statements.

NOTE 1: Organization and Summary of Significant Accounting Policies

Organization. Southern Missouri Bancorp, Inc., a Missouri corporation (the Company) was organized in 1994 and is the parent company of Southern Bank (the Bank). Substantially all of the Company’s consolidated revenues are derived from the operations of the Bank, and the Bank represents substantially all of the Company’s consolidated assets and liabilities. SB Real Estate Investments, LLC is a wholly owned subsidiary of the Bank formed to hold Southern Bank Real Estate Investments, LLC. Southern Bank Real Estate Investments, LLC is a real estate investment trust (REIT) which is controlled by the investment subsidiary, and has other preferred shareholders in order to meet the requirements to be a REIT. At June 30, 2019, assets of the REIT were approximately $650 million, and consisted primarily of loan participations acquired from the Bank.

The Bank is primarily engaged in providing a full range of banking and financial services to individuals and corporate customers in its market areas. The Bank and Company are subject to competition from other financial institutions. The Bank and Company are subject to the regulation of certain federal and state agencies and undergo periodic examinations by those regulatory authorities.

Basis of Financial Statement Presentation. The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America and general practices within the banking industry. In the normal course of business, the Company encounters two significant types of risk: economic and regulatory. Economic risk is comprised of interest rate risk, credit risk, and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities reprice on a different basis than its interest-earning assets. Credit risk is the risk of default on the Company’s investment or loan portfolios resulting from the borrowers’ inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the investment portfolio, collateral underlying loans receivable, and the value of the Company’s investments in real estate.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All significant intercompany accounts and transactions have been eliminated.

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 assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, and estimated fair values of purchased loans.

Cash and Cash Equivalents. For purposes of reporting cash flows, cash and cash equivalents includes cash, due from depository institutions and interest-bearing deposits in other depository institutions with original maturities of three months or less. Interest-bearing deposits in other depository institutions were $6.9 million and $3.4 million at June 30, 2019 and 2018, respectively. The deposits are held in various commercial banks in amounts not exceeding the FDIC’s deposit insurance limits, as well as at the Federal Reserve and the Federal Home Loan Bank of Des Moines and Chicago.

Interest-bearing Time Deposits. Interest-bearing deposits in banks mature within seven years and are carried at cost.

Available for Sale Securities. Available for sale securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value. Unrealized gains and losses, net of tax, are reported in accumulated other comprehensive income (loss), a component of stockholders’ equity. All securities have been classified as available for sale.

Premiums and discounts on debt securities are amortized or accreted as adjustments to income over the estimated life of the security using the level yield method. Realized gains or losses on the sale of securities is based on the specific identification method. The fair value of securities is based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

The Company does not invest in collateralized mortgage obligations that are considered high risk.

When the Company does not intend to sell a debt security, and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an OTTI of a debt security in earnings and the remaining portion in other comprehensive income. As a result of this guidance, the Company’s consolidated balance sheet for the dates presented reflects the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

Federal Reserve Bank and Federal Home Loan Bank Stock. The Bank is a member of the Federal Reserve and the Federal Home Loan Bank (FHLB) systems. Capital stock of the Federal Reserve and the FHLB is a required investment based upon a predetermined formula and is carried at cost.

Loans. Loans are generally stated at unpaid principal balances, less the allowance for loan losses, any net deferred loan origination fees, and unamortized premiums or discounts on purchased loans.

Interest on loans is accrued based upon the principal amount outstanding. The accrual of interest on loans is discontinued when, in management’s judgment, the collectability of interest or principal in the normal course of business is doubtful. The Company complies with regulatory guidance which indicates that loans should be placed in nonaccrual status when 90 days past due, unless the loan is both well-secured and in the process of collection. A loan that is “in the process of collection” may be subject to legal action or, in appropriate circumstances, through other collection efforts reasonably expected to result in repayment or restoration to current status in the near future. A loan is considered delinquent when a payment has not been made by the contractual due date. Interest income previously accrued but not collected at the date a loan is placed on nonaccrual status is reversed against interest income. Cash receipts on a nonaccrual loan are applied to principal and interest in accordance with its contractual terms unless full payment of principal is not expected, in which case cash receipts, whether designated as principal or interest, are applied as a reduction of the carrying value of the loan. A nonaccrual loan is generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured, and a consistent record of performance has been demonstrated.

The allowance for losses on loans represents management’s best estimate of losses probable in the existing loan portfolio. The allowance for losses on loans is increased by the provision for losses on loans charged to expense and reduced by loans charged off, net of recoveries. Loans are charged off in the period deemed uncollectible, based on management’s analysis of expected cash flows (for non-collateral dependent loans) or collateral value (for collateral-dependent loans). Subsequent recoveries of loans previously charged off, if any, are credited to the allowance when received. The provision for losses on loans is determined based on management’s assessment of several factors: reviews and evaluations of specific loans, changes in the nature and volume of the loan portfolio, current economic conditions and the related impact on specific borrowers and industry groups, historical loan loss experience, the level of classified and nonperforming loans, and the results of regulatory examinations.

Loans are considered impaired if, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Valuation allowances are established for collateral-dependent impaired loans for the difference between the loan amount and fair value of collateral less estimated selling costs. For impaired loans that are not collateral dependent, a valuation allowance is established for the difference between the loan amount and the present value of expected future cash flows discounted at the historical effective interest rate or the observable market price of the loan. Impairment losses are recognized through an increase in the required allowance for loan losses. Cash receipts on loans deemed impaired are recorded based on the loan’s separate status as a nonaccrual loan or an accrual status loan.

Some loans are accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. For these loans (“purchased credit impaired loans”), the Company recorded a fair value discount and began carrying them at book value less their face amount (see Note 4). For these loans, we determined the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”), and estimated the amount and timing of undiscounted expected principal and interest payments,

including expected prepayments (the “undiscounted expected cash flows”). Under acquired impaired loan accounting, the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference is an estimate of the loss exposure of principal and interest related to the purchased credit impaired loans, and the amount is subject to change over time based on the performance of the loans. The carrying value of purchased credit impaired loans is initially determined as the discounted expected cash flows. The excess of expected cash flows at acquisition over the initial fair value of the purchased credit impaired loans is referred to as the “accretable yield” and is recorded as interest income over the estimated life of the acquired loans using the level-yield method, if the timing and amount of the future cash flows is reasonably estimable. The carrying value of purchased credit impaired loans is reduced by payments received, both principal and interest, and increased by the portion of the accretable yield recognized as interest income. Subsequent to acquisition, the Company evaluates the purchased credit impaired loans on a quarterly basis. Increases in expected cash flows compared to those previously estimated increase the accretable yield and are recognized as interest income prospectively. Decreases in expected cash flows compared to those previously estimated decrease the accretable yield and may result in the establishment of an allowance for loan losses and a provision for loan losses. Purchased credit impaired loans are generally considered accruing and performing loans, as the loans accrete interest income over the estimated life of the loan when expected cash flows are reasonably estimable. Accordingly, purchased credit impaired loans that are contractually past due are still considered to be accruing and performing as long as there is an expectation that the estimated cash flows will be received. If the timing and amount of cash flows is not reasonably estimable, the loans may be classified as nonaccrual loans.

Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income using the interest method over the contractual life of the loans.

Foreclosed Real Estate. Real estate acquired by foreclosure or by deed in lieu of foreclosure is initially recorded at fair value less estimated selling costs. Costs for development and improvement of the property are capitalized.

Valuations are periodically performed by management, and an allowance for losses is established by a charge to operations if the carrying value of a property exceeds its estimated fair value, less estimated selling costs.

Loans to facilitate the sale of real estate acquired in foreclosure are discounted if made at less than market rates. Discounts are amortized over the fixed interest period of each loan using the interest method.

Premises and Equipment. Premises and equipment are stated at cost less accumulated depreciation and include expenditures for major betterments and renewals. Maintenance, repairs, and minor renewals are expensed as incurred. When property is retired or sold, the retired asset and related accumulated depreciation are removed from the accounts and the resulting gain or loss taken into income. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment loss recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets.

Depreciation is computed by use of straight-line and accelerated methods over the estimated useful lives of the assets. Estimated lives are generally seven to forty years for premises, three to seven years for equipment, and three years for software.

Bank Owned Life Insurance. Bank owned life insurance policies are reflected in the consolidated balance sheets at the estimated cash surrender value. Changes in the cash surrender value of these policies, as well as a portion of the insurance proceeds received, are recorded in noninterest income in the consolidated statements of income.

Intangible Assets. The Company’s intangible assets at June 30, 2019 included gross core deposit intangibles of $14.7 million with $6.9 million accumulated amortization, gross other identifiable intangibles of $3.8 million with accumulated amortization of $3.8 million, and FHLB mortgage servicing rights of $1.4 million. At June 30, 2018, the Company’s intangible assets included gross core deposit intangibles of $10.6 million with $5.2 million accumulated amortization, gross other identifiable intangibles of $3.8 million with accumulated amortization of $3.8 million, and FHLB mortgage servicing rights of $1.5 million. The Company’s core deposit intangible assets are being amortized using the straight line method, over periods ranging from five to seven years, with amortization expense expected to be approximately $1.8 million in fiscal 2020, $1.3 million in fiscal 2021, $1.3 million in fiscal 2022, $1.3 million in fiscal 2023, $1.3 million in fiscal 2024, and $963,000 thereafter.

Goodwill. The Company’s goodwill is evaluated annually for impairment or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value is less than the carrying amount, including goodwill. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. As of June 30, 2019 and 2018, there was no impairment indicated.

Income Taxes. The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

The Company files consolidated income tax returns with its subsidiary.

Incentive Plan. The Company accounts for its Management and Recognition Plan (MRP) and Equity Incentive Plan (EIP) in accordance with ASC 718, “Share-Based Payment.” Compensation expense is based on the market price of the Company’s stock on the date the shares are granted and is recorded over the vesting period. The difference between the grant-date fair value and the fair value on the date the shares are considered earned represents a tax benefit to the Company that is recorded as an adjustment to income tax expense.

Outside Directors’ Retirement. The Bank adopted a directors’ retirement plan in April 1994 for outside directors. The directors’ retirement plan provides that each non-employee director (participant) shall receive, upon termination of service on the Board on or after age 60, other than termination for cause, a benefit in equal annual installments over a five year period. The benefit will be based upon the product of the participant’s vesting percentage and the total Board fees paid to the participant during the calendar year preceding termination of service on the Board. The vesting percentage shall be determined based upon the participant’s years of service on the Board, whether before or after the reorganization date.

In the event that the participant dies before collecting any or all of the benefits, the Bank shall pay the participant’s beneficiary. No benefits shall be payable to anyone other than the beneficiary, and shall terminate on the death of the beneficiary.

Stock Options. Compensation cost is measured based on the grant-date fair value of the equity instruments issued, and recognized over the vesting period during which an employee provides service in exchange for the award.

Earnings Per Share. Basic earnings per share available to common stockholders is computed using the weighted-average number of common shares outstanding. Diluted earnings per share available to common stockholders includes the effect of all weighted-average dilutive potential common shares (stock options) outstanding during each year.

Comprehensive Income. Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes. Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities, unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income, and changes in the funded status of defined benefit pension plans.

Transfers Between Fair Value Hierarchy Levels. Transfers in and out of Level 1 (quoted market prices), Level 2 (other significant observable inputs) and Level 3 (significant unobservable inputs) are recognized on the period ending date.

The following paragraphs summarize the impact of new accounting pronouncements:

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820. The amendments in this update remove disclosures that no longer are considered cost beneficial, modify/clarify the specific requirements of certain disclosures, and add disclosure requirements identified as relevant. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for certain removed and modified disclosures, and is not expected to have a significant impact on our financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Subtopic 718): Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Under the new guidance, an entity should account for the effects of a modification unless all of the following are the same immediately before and after the change: (1) the fair value of the modified award, (2) the vesting conditions of the modified award, and (3) the classification of the modified award as either an equity or liability instrument. ASU 2017-09 was effective for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied prospectively to awards modified on or after the adoption date. The adoption of this guidance in the first quarter of fiscal 2019 did not have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The Update provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows, with the objective of reducing the diversity in practice. The Update addresses eight specific cash flow issues. For public companies, the ASU was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and should be applied retrospectively. There has been no material impact on the Company’s consolidated financial statements due to the adoption of this standard in the first quarter of fiscal 2019.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The Update amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The Update affects loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public companies, the ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is available beginning after December 15, 2018, including interim periods within those fiscal years. Adoption will be applied on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings. The Company formed a working group of key personnel responsible for the allowance for loan losses estimate and initiated its evaluation of the data and systems requirements of adoption of the Update. The group determined that purchasing third party software would be the most effective method to comply with the requirements, evaluated several outside vendors, and made a vendor recommendation that was approved by the Board. Model validation and data testing using existing ALLL methodology have been completed. Parallel testing of the new methodology compared to the current methodology will be performed throughout fiscal year 2020 and the Company continues to evaluate the impact of adopting the new guidance. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, which for the Company will be the three-month period ending September 30, 2020, but cannot yet determine the overall impact of the new guidance on the Company’s consolidated financial statements, or the exact amount of any such one-time adjustment.

In February 2016, the FASB issued ASU 2016-02, “Leases,” to revise the accounting related to lease accounting. Under the new guidance, a lessee is required to record a right-of-use (ROU) asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The Update was effective for the Company July 1, 2019. Adoption of the standard allows the use of a modified retrospective transition approach for all periods presented at the time of adoption. Based on the Company’s leases outstanding at June 30, 2019, which included four leased properties and numerous office equipment leases, the adoption of the new standard did not have a material impact on our consolidated statements of financial condition or our consolidated statements of income, although an increase to assets and liabilities occurs at the time of adoption. In the first quarter of 2020, the Company recognized a lease liability and a corresponding right-of-use asset for all leases of approximately $500,000 based on our current leases. Subsequent to June 30, 2019, the Company’s new leases, lease terminations, and lease modifications and renewals will impact the amount of lease liability and corresponding right-of-use asset recognized. The Company’s leases are all currently “operating leases” as defined in the Update; therefore, no material change in the income statement presentation of lease expense is anticipated.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” to generally require equity investments be measured at fair value with changes in fair value recognized in net income, simplify the impairment assessment of equity investments without readily-determinable fair value, and change disclosure and presentation requirements regarding financial instruments and other comprehensive income, and clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10). The amendments in ASU 2018-03 make technical corrections to certain aspects of ASU 2016-01 on recognition of financial assets and financial liabilities. ASU 2016-01 became effective for the Company in the first quarter of fiscal 2019 and continues to have no material impact on the Company’s consolidated financial statements.

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40). The guidance in ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to clarify two aspects of Topic 606- performance obligations and the licensing implementation guidance. Neither of the two updates changed the core principle of the guidance in Topic 606. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606), to provide narrow-scope improvements and practical expedients to ASU 2015-14. ASU 2014-09 became effective for the Company in the first quarter of fiscal 2019 and continues to have no material change to our accounting for revenue because the majority of our financial instruments are not within the scope of Topic 606.

NOTE 2: Available-for-Sale Securities

The amortized cost, gross unrealized gains, gross unrealized losses and approximate fair value of securities available for sale consisted of the following:

	June 30, 2019
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(dollars in thousands)	Cost		Gains		Losses			Value
Debt and equity securities:
U.S. government and Federal agency obligations	$	7,284	$	1	$	(15	)	$	7,270
Obligations of states and political subdivisions		42,123		728		(68	)		42,783
Other securities		5,176		75		(198	)		5,053
TOTAL DEBT AND EQUITY SECURITIES		54,583		804		(281	)		55,106

Mortgage-backed securities:
FHLMC certificates		16,373		64		(65	)		16,372
GNMA certificates		35		-		-			35
FNMA certificates		34,943		610		(95	)		35,458
CMOs issues by government agencies		57,946		775		(157	)		58,564
TOTAL MORTGAGE-BACKED SECURITIES		109,297		1,449		(317	)		110,429
TOTAL	$	163,880	$	2,253	$	(598	)	$	165,535

	June 30, 2018
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(dollars in thousands)	Cost		Gains		Losses			Value
Debt and equity securities:
U.S. government and Federal agency obligations	$	9,513	$	-	$	(128	)	$	9,385
Obligations of states and political subdivisions		41,862		230		(480	)		41,612
Other securites		5,284		61		(193	)		5,152
TOTAL DEBT AND EQUITY SECURITIES		56,659		291		(801	)		56,149

Mortgage-backed securities:
FHLMC certificates		16,598		1		(486	)		16,113
GNMA certificates		38		-		-			38
FNMA certificates		25,800		-		(738	)		25,062
CMOs issues by government agencies		50,272		-		(1,309	)		48,963
TOTAL MORTGAGE-BACKED SECURITIES		92,708		1		(2,533	)		90,176
TOTAL	$	149,367	$	292	$	(3,334	)	$	146,325

The amortized cost and fair value of available-for-sale securities, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019
	Amortized		Estimated
(dollars in thousands)	Cost		Fair Value
Within one year	$	6,777	$	6,777
After one year but less than five years		10,189		10,237
After five years but less than ten years		19,658		19,930
After ten years		17,959		18,162
Total investment securities		54,583		55,106
Mortgage-backed securities		109,297		110,429
Total investments and mortgage-backed securities	$	163,880	$	165,535

The carrying value of investment and mortgage-backed securities pledged as collateral to secure public deposits and securities sold under agreements to repurchase amounted to $143.7 million and $124.2 million at June 30, 2019 and 2018, respectively. The securities pledged consist of marketable securities, including $5.6 million and $8.4 million of U.S. Government and Federal Agency Obligations, $47.3 million and $39.8 million of Mortgage-Backed Securities, $55.7 million and $41.5 million of Collateralized Mortgage Obligations, $34.9 million and $34.2 million of State and Political Subdivisions Obligations, and $300,000 and $300,000 of Other Securities at June 30, 2019 and 2018, respectively.

Gains of $265,450 and losses of $21,576 were recognized from sales of available-for-sale securities in 2019. Gains of $491,500 and losses of $157,105 were recognized from sales of available-for-sale securities in 2018.

The Company did not hold any securities of a single issuer, payable from and secured by the same source of revenue or taxing authority, the book value of which exceeded 10% of stockholders’ equity at June 30, 2019.

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at June 30, 2019, was $51.8 million, which is approximately 31.3% of the Company’s available for sale investment portfolio, as compared to $124.9 million or approximately 85.4% of the Company’s available for sale investment portfolio at June 30, 2018. Except as discussed below, management believes the declines in fair value for these securities to be temporary.

The tables below show our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2019 and 2018.


	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
For the year ended June 30, 2019	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
(dollars in thousands)
U.S. government-sponsored enterprises (GSEs)	$	-	$	-	$	6,969	$	15	$	6,969	$	15
Obligations of state and political subdivisions		-		-		8,531		68		8,531		68
Other securities		-		-		985		198		985		198
Mortgage-backed securities		1,175		1		34,148		316		35,323		317
Total investments and mortgage-backed securities	$	1,175	$	1	$	50,633	$	597	$	51,808	$	598

	Less than 12 months				12 months or more				Total
			Unrealized				Unrealized				Unrealized
For the year ended June 30, 2018	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
(dollars in thousands)
U.S. government-sponsored enterprises (GSEs)	$	5,957	$	58	$	3,427	$	70	$	9,384	$	128
Obligations of state and political subdivisions		14,861		224		8,526		256		23,387		480
Other securities		982		10		1,109		183		2,091		193
Mortgage-backed securities		65,863		1,513		24,187		1,020		90,050		2,533
Total investments and mortgage-backed securities	$	87,663	$	1,805	$	37,249	$	1,529	$	124,912	$	3,334

The unrealized losses on the Company’s investments in U.S. government-sponsored enterprises, mortgage-backed securities, and obligations of state and political subdivisions were caused by increases in market interest rates. The contractual terms of these instruments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019.

Other securities. At June 30, 2019, there were two pooled trust preferred securities with an estimated fair value of $779,000 and unrealized losses of $193,000 in a continuous unrealized loss position for twelve months or more. These unrealized losses were primarily due to the long-term nature of the pooled trust preferred securities and a reduced demand for these securities, and concerns regarding the financial institutions that issued the underlying trust preferred securities.

The June 30, 2019, cash flow analysis for these two securities indicated it is probable the Company will receive all contracted principal and related interest projected. The cash flow analysis used in making this determination was based on anticipated default, recovery, and prepayment rates, and the resulting cash flows were discounted based on the yield spread anticipated at the time the securities were purchased. Other inputs include the actual collateral attributes, which include credit ratings and other performance indicators of the underlying financial institutions, including profitability, capital ratios, and asset quality. Assumptions for these two securities included prepayments averaging 1.4 percent, annually, annual defaults averaging 50 basis points, and a recovery rate averaging 10 percent of gross defaults, lagged two years.

One of these two securities has continued to receive cash interest payments in full since our purchase; the other security received principal-in-kind (PIK), in lieu of cash interest, for a period of time following the recession and financial crisis which began in 2008, but resumed cash interest payments during fiscal 2014. Our cash flow analysis indicates that cash interest payments are expected to continue for the securities. Because the Company does not intend to sell these securities and it is not more-likely-than-not that the Company will be required to sell these securities prior to recovery of their amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019.

The Company does not believe any other individual unrealized loss as of June 30, 2019, represents OTTI. However, the Company could be required to recognize OTTI losses in future periods with respect to its available for sale investment securities portfolio. The amount and timing of any required OTTI will depend on the decline in the underlying cash flows of the securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss recognized in the period the OTTI is identified.

Credit losses recognized on investments. During fiscal 2009, the Company adopted ASC 820, formerly FASB Staff Position 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” The following table provides information about the trust preferred security for which only a credit loss was recognized in income and other losses are recorded in other comprehensive income (loss) for the years ended June 30, 2019 and 2018.

	Accumulated Credit Losses
	Twelve-Month Period Ended
(dollars in thousands)	June 30,
	2019		2018
Credit losses on debt securities held
Beginning of period	$	-	$	340
Additions related to OTTI losses not previously recognized		-		-
Reductions due to sales		-		(333	)
Reductions due to change in intent or likelihood of sale		-		-
Additions related to increases in previously-recognized OTTI losses		-		-
Reductions due to increases in expected cash flows		-		(7	)
End of period	$	-	$	-

NOTE 3: Loans and Allowance for Loan Losses

Classes of loans are summarized as follows:

(dollars in thousands)	June 30, 2019			June 30, 2018
Real Estate Loans:
Residential	$	491,992		$	450,919
Construction		123,287			112,718
Commercial		840,777			704,647
Consumer loans		97,534			78,571
Commercial loans		355,874			281,272
		1,909,464			1,628,127
Loans in process		(43,153	)		(46,533	)
Deferred loan fees, net		(3	)		-
Allowance for loan losses		(19,903	)		(18,214	)
Total loans	$	1,846,405		$	1,563,380

The Company’s lending activities consist of origination of loans secured by mortgages on one- to four-family residences and commercial and agricultural real estate, construction loans on residential and commercial properties, commercial and agricultural business loans and consumer loans. The Company has also occasionally purchased loan participation interests originated by other lenders and secured by properties generally located in the states of Missouri and Arkansas.

Residential Mortgage Lending. The Company actively originates loans for the acquisition or refinance of one- to four-family residences. This category includes both fixed-rate and adjustable-rate mortgage (“ARM”) loans amortizing over periods of up to 30 years, and the properties securing such loans may be owner-occupied or non-owner-occupied. Single-family residential loans do not generally exceed 90% of the lower of the appraised value or purchase price of the secured property. Substantially all of the one- to four-family residential mortgage originations in the Company’s portfolio are located within the Company’s primary lending area.

The Company also originates loans secured by multi-family residential properties that are often located outside the Company’s primary lending area but made to borrowers who operate within our primary market area. The majority of the multi-family residential loans that are originated by the Bank are amortized over periods generally up to 25 years, with balloon maturities typically up to ten years. Both fixed and adjustable interest rates are offered and it is typical for the Company to include an interest rate “floor” and “ceiling” in the loan agreement. Generally, multi-family residential loans do not exceed 85% of the lower of the appraised value or purchase price of the secured property.

Commercial Real Estate Lending. The Company actively originates loans secured by commercial real estate including land (improved, unimproved, and farmland), strip shopping centers, retail establishments and other businesses. These properties are typically owned and operated by borrowers headquartered within the Company’s primary lending area, however, the property may be located outside our primary lending area. Approximately $301.7 million of our $840.1 million in commercial real estate loans are secured by properties located outside our primary lending area.

Most commercial real estate loans originated by the Company generally are based on amortization schedules of up to 25 years with monthly principal and interest payments. Generally, the interest rate received on these loans is fixed for a maturity for up to seven years, with a balloon payment due at maturity. Alternatively, for some loans, the interest rate adjusts at least annually after an initial period up to seven years. The Company typically includes an interest rate “floor” in the loan agreement. Generally, improved commercial real estate loan amounts do not exceed 80% of the lower of the appraised value or the purchase price of the secured property. Agricultural real estate terms offered differ slightly, with amortization schedules of up to 25 years with an 80% loan-to-value ratio, or 30 years with a 75% loan-to-value ratio.

Construction Lending. The Company originates real estate loans secured by property or land that is under construction or development. Construction loans originated by the Company are generally secured by mortgage loans for the construction of owner occupied residential real estate or to finance speculative construction secured by residential real estate, land development, or owner-operated or non-owner occupied commercial real estate. During construction, these loans typically require monthly interest-only payments and have maturities ranging from six to twelve months. Once construction is completed, permanent construction loans may be converted to monthly payments using amortization schedules of up to 30 years on residential and generally up to 25 years on commercial real estate.

While the Company typically utilizes maturity periods ranging from 6 to 12 months to closely monitor the inherent risks associated with construction loans for these loans, weather conditions, change orders, availability of materials and/or labor, and other factors may contribute to the lengthening of a project, thus necessitating the need to renew the construction loan at the balloon maturity. Such extensions are typically executed in incremental three month periods to facilitate project completion. The Company’s average term of construction loans is approximately eight months. During construction, loans typically require monthly interest only payments which may allow the Company an opportunity to monitor for early signs of financial difficulty should the borrower fail to make a required monthly payment. Additionally, during the construction phase, the Company typically performs interim inspections which further allow the Company opportunity to assess risk. At June 30, 2019, construction loans outstanding included 59 loans, totaling $27.2 million, for which a modification had been agreed to. At June 30, 2018, construction loans outstanding included 72 loans, totaling $12.5 million, for which a modification had been agreed to. All modifications were solely for the purpose of extending the maturity date due to conditions described above. None of these modifications were executed due to financial difficulty on the part of the borrower and, therefore, were not accounted for as TDRs.

Consumer Lending. The Company offers a variety of secured consumer loans, including home equity, direct and indirect automobile loans, second mortgages, mobile home loans and loans secured by deposits. The Company originates substantially all of its consumer loans in its primary lending area. Usually, consumer loans are originated with fixed rates for terms of up to five years, with the exception of home equity lines of credit, which are variable, tied to the prime rate of interest and are for a period of ten years.

Home equity lines of credit (HELOCs) are secured with a deed of trust and are issued up to 100% of the appraised or assessed value of the property securing the line of credit, less the outstanding balance on the first mortgage and are typically issued for a term of ten years. Interest rates on the HELOCs are generally adjustable. Interest rates are based upon the loan-to-value ratio of the property with better rates given to borrowers with more equity.

Automobile loans originated by the Company include both direct loans and a smaller amount of loans originated by auto dealers. The Company generally pays a negotiated fee back to the dealer for indirect loans. Typically, automobile loans are made for terms of up to 60 months for new and used vehicles. Loans secured by automobiles have fixed rates and are generally made in amounts up to 100% of the purchase price of the vehicle.

Commercial Business Lending. The Company’s commercial business lending activities encompass loans with a variety of purposes and security, including loans to finance accounts receivable, inventory, equipment and operating lines of credit, including agricultural production and equipment loans. The Company offers both fixed and adjustable rate commercial business loans. Generally, commercial loans secured by fixed assets are amortized over periods up to five years, while commercial operating lines of credit or agricultural production lines are generally for a one year period.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans (excluding loans in process and deferred loan fees) based on portfolio segment and impairment methods as of June 30, 2019 and 2018, and activity in the allowance for loan losses for the fiscal years ended June 30, 2019, 2018, and 2017.

(dollars in thousands)	Residential			Construction		Commercial
June 30, 2019	Real Estate			Real Estate		Real Estate			Consumer			Commercial			Total
Allowance for loan losses:
Balance, beginning of period	$	3,226		$	1,097	$	8,793		$	902		$	4,196		$	18,214
Provision charged to expense		487			268		765			231			281			2,032
Losses charged off		(30	)		-		(164	)		(103	)		(92	)		(389	)
Recoveries		23			-		5			16			2			46
Balance, end of period	$	3,706		$	1,365	$	9,399		$	1,046		$	4,387		$	19,903
Ending Balance: individually evaluated for impairment	$	-		$	-	$	-		$	-		$	-		$	-
Ending Balance: collectively evaluated for impairment	$	3,706		$	1,365	$	9,399		$	1,046		$	4,387		$	19,903
Ending Balance: loans acquired with deteriorated credit quality	$	-		$	-	$	-		$	-		$	-		$	-

Loans:
Ending Balance: individually evaluated for impairment	$	-		$	-	$	-		$	-		$	-		$	-
Ending Balance: collectively evaluated for impairment	$	490,307		$	78,826	$	821,415		$	97,534		$	349,681		$	1,837,763
Ending Balance: loans acquired with deteriorated credit quality	$	1,685		$	1,308	$	19,362		$	-		$	6,193		$	28,548

(dollars in thousands)	Residential			Construction			Commercial
June 30, 2018	Real Estate			Real Estate			Real Estate			Consumer			Commercial			Total
Allowance for loan losses:
Balance, beginning of period	$	3,230		$	964		$	7,068		$	757		$	3,519		$	15,538
Provision charged to expense		184			142			1,779			251			691			3,047
Losses charged off		(190	)		(9	)		(56	)		(129	)		(22	)		(406	)
Recoveries		2			-			2			23			8			35
Balance, end of period	$	3,226		$	1,097		$	8,793		$	902		$	4,196		$	18,214
Ending Balance: individually evaluated for impairment	$	-		$	-		$	399		$	-		$	351		$	750
Ending Balance: collectively evaluated for impairment	$	3,226		$	1,097		$	8,394		$	902		$	3,845		$	17,464
Ending Balance: loans acquired with deteriorated credit quality	$	-		$	-		$	-		$	-		$	-		$	-

Loans:
Ending Balance: individually evaluated for impairment	$	-		$	-		$	660		$	-		$	580		$	1,240
Ending Balance: collectively evaluated for impairment	$	447,706		$	64,888		$	696,377		$	78,571		$	278,241		$	1,565,783
Ending Balance: loans acquired with deteriorated credit quality	$	3,213		$	1,297		$	7,610		$	-		$	2,451		$	14,571

(dollars in thousands)	Residential			Construction			Commercial
June 30, 2017	Real Estate			Real Estate			Real Estate			Consumer			Commercial			Total
Allowance for loan losses:
Balance, beginning of period	$	3,247		$	1,091		$	5,711		$	738		$	3,004		$	13,791
Provision charged to expense		184			(97	)		1,356			76			821			2,340
Losses charged off		(211	)		(31	)		(19	)		(65	)		(337	)		(663	)
Recoveries		10			1			20			8			31			70
Balance, end of period	$	3,230		$	964		$	7,068		$	757		$	3,519		$	15,538

Management’s opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers.

The allowance for loan losses is maintained at a level that, in management’s judgment, is adequate to cover probable credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when an amount is determined to be uncollectible, based on management’s analysis of expected cash flow (for non-collateral dependent loans) or collateral value (for collateral-dependent loans). Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

Under the Company’s allowance methodology, loans are first segmented into 1) those comprising large groups of homogeneous loans which are collectively evaluated for impairment, and 2) all other loans which are individually evaluated. Those loans in the second category are further segmented utilizing a defined grading system which involves categorizing loans by severity of risk based on conditions that may affect the ability of the borrowers to repay their debt, such as current financial information, collateral valuations, historical payment experience, credit documentation, public information, and current trends. The loans subject to credit classification represent the portion of the portfolio subject to the greatest credit risk and where adjustments to the allowance for losses on loans as a result of provisions and charge offs are most likely to have a significant impact on operations.

A periodic review of selected credits (based on loan size and type) is conducted to identify loans with heightened risk or probable losses and to assign risk grades. The primary responsibility for this review rests with loan administration personnel. This review is supplemented with periodic examinations of both selected credits and the credit review process by the Company’s internal audit function and applicable regulatory agencies. The information from these reviews assists management in the timely identification of problems and potential problems and provides a basis for deciding whether the credit represents a probable loss or risk that should be recognized.

The Company considers, as the primary quantitative factor in its allowance methodology, average net charge offs over the most recent twelve-month period. The Company also reviews average net charge offs over the most recent five-year period.

A loan is considered impaired when, based on current information and events, it is probable that the scheduled payments of principal or interest will not be able to be collected when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, individual consumer and residential loans are not separately identified for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

The general component covers non-classified loans and is based on historical charge-off experience and expected loss given the internal risk rating process. The loan portfolio is stratified into homogeneous groups of loans that possess similar loss characteristics and an appropriate loss ratio adjusted for other qualitative factors is applied to the homogeneous pools of loans to estimate the incurred losses in the loan portfolio.

Included in the Company’s loan portfolio are certain loans accounted for in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. These loans were written down at acquisition to an amount estimated to be collectible. As a result, certain ratios regarding the Company’s loan portfolio and credit quality cannot be used to compare the Company to peer companies or to compare the Company’s current credit quality to prior periods. The ratios particularly affected by accounting under ASC 310-30 include the allowance for loan losses as a percentage of loans, nonaccrual loans, and nonperforming assets, and nonaccrual loans and nonperforming loans as a percentage of total loans.

The following tables present the credit risk profile of the Company’s loan portfolio (excluding loans in process and deferred loan fees) based on rating category and payment activity as of June 30, 2019 and 2018. These tables include purchased credit impaired loans, which are reported according to risk categorization after acquisition based on the Company’s standards for such classification:

(dollars in thousands)	Residential		Construction		Commercial
June 30, 2019	Real Estate		Real Estate		Real Estate		Consumer		Commercial
Pass	$	482,869	$	80,134	$	802,479	$	97,012	$	341,069
Watch		1,236		-		21,693		170		7,802
Special Mention		103		-		3,463		26		-
Substandard		7,784		-		13,142		291		7,003
Doubtful		-		-		-		35		-
Total	$	491,992	$	80,134	$	840,777	$	97,534	$	355,874

(dollars in thousands)	Residential		Construction		Commercial
June 30, 2018	Real Estate		Real Estate		Real Estate		Consumer		Commercial
Pass	$	443,916	$	66,160	$	691,188	$	78,377	$	277,568
Watch		1,566		-		7,004		111		374
Special Mention		75		-		926		27		69
Substandard		5,362		25		4,869		56		2,079
Doubtful		-		-		660		-		1,182
Total	$	450,919	$	66,185	$	704,647	$	78,571	$	281,272

The above amounts include purchased credit impaired loans. At June 30, 2019, purchased credit impaired loans comprised $6.9 million of credits rated “Pass”; $10.4 million of credits rated “Watch”, none rated “Special Mention”, $11.2 million of credits rated “Substandard” and none rated “Doubtful”. At June 30, 2018, purchased credit impaired loans comprised $7.8 million of credits rated “Pass”; $3.1 million of credits rated “Watch”, none rated “Special Mention”; $3.7 million of credits rated “Substandard”; and none rated “Doubtful”.

Credit Quality Indicators. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on all loans at origination, and is updated on a quarterly basis for loans risk rated Watch, Special Mention, Substandard, or Doubtful. In addition, lending relationships of $2 million or more, exclusive of any consumer or owner-occupied residential loan, are subject to an annual credit analysis which is prepared by the loan administration department and presented to a loan committee with appropriate lending authority. A sample of lending relationships in excess of $1 million (exclusive of single-family residential real estate loans) are subject to an independent loan review annually, in order to verify risk ratings. The Company uses the following definitions for risk ratings:

Watch – Loans classified as watch exhibit weaknesses that require more than usual monitoring. Issues may include deteriorating financial condition, payments made after due date but within 30 days, adverse industry conditions or management problems.

Special Mention – Loans classified as special mention exhibit signs of further deterioration but still generally make payments within 30 days. This is a transitional rating and loans should typically not be rated Special Mention for more than 12 months.

Substandard – Loans classified as substandard possess weaknesses that jeopardize the ultimate collection of the principal and interest outstanding. These loans exhibit continued financial losses, ongoing delinquency, overall poor financial condition, and insufficient collateral. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses of substandard loans, and have deteriorated to the level that there is a high probability of substantial loss.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be Pass rated loans.

The following tables present the Company’s loan portfolio aging analysis (excluding loans in process and deferred loan fees) as of June 30, 2019 and 2018. These tables include purchased credit impaired loans, which are reported according to aging analysis after acquisition based on the Company’s standards for such classification:

					Greater Than								Greater Than 90
(dollars in thousands)	30-59 Days		60-89 Days		90 Days		Total				Total Loans		Days Past Due
June 30, 2019	Past Due		Past Due		Past Due		Past Due		Current		Receivable		and Accruing
Real Estate Loans:
Residential	$	227	$	1,054	$	1,714	$	2,995	$	488,997	$	491,992	$	-
Construction		-		-		-		-		80,134		80,134		-
Commercial		296		1		5,617		5,914		834,863		840,777		-
Consumer loans		128		46		176		350		97,184		97,534		-
Commercial loans		424		25		1,902		2,351		353,523		355,874		-
Total loans	$	1,075	$	1,126	$	9,409	$	11,610	$	1,854,701	$	1,866,311	$	-

					Greater Than								Greater Than 90
(dollars in thousands)	30-59 Days		60-89 Days		90 Days		Total				Total Loans		Days Past Due
June 30, 2018	Past Due		Past Due		Past Due		Past Due		Current		Receivable		and Accruing
Real Estate Loans:
Residential	$	749	$	84	$	4,089	$	4,922	$	445,997	$	450,919	$	-
Construction		-		-		-		-		66,185		66,185		-
Commercial		1,100		290		1,484		2,874		701,773		704,647		-
Consumer loans		510		33		146		689		77,882		78,571		-
Commercial loans		134		90		707		931		280,341		281,272		-
Total loans	$	2,493	$	497	$	6,426	$	9,416	$	1,572,178	$	1,581,594	$	-

At June 30, 2019 there was one purchased credit impaired loan with net fair value of $3.1 million that was greater than 90 days past due. At June 30, 2018 there were two purchased credit impaired loans with net fair value of $1.1 million that were greater than 90 days past due.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans but also include loans modified in troubled debt restructurings (TDRs) where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

The following tables present impaired loans (excluding loans in process and deferred loan fees) as of June 30, 2019 and 2018. These tables include purchased credit impaired loans. Purchased credit impaired loans are those for which it was deemed probable, at acquisition, that the Company would be unable to collect all contractually required payments receivable. In an instance where, subsequent to the acquisition, the Company determines it is probable, for a specific loan, that cash flows received will exceed the amount previously expected, the Company will recalculate the amount of accretable yield in order to recognize the improved cash flow expectation as additional interest income over the remaining life of the loan. These loans, however, will continue to be reported as impaired loans. In an instance where, subsequent to the acquisition, the Company determines it is probable that, for a specific loan, that cash flows received will be less than the amount previously expected, the Company will allocate a specific allowance under the terms of ASC 310-10-35.

(dollars in thousands)	Recorded		Unpaid Principal		Specific
June 30, 2019	Balance		Balance		Allowance
Loans without a specific valuation allowance:
Residential real estate	$	5,104	$	5,341	$	-
Construction real estate		1,330		1,419		-
Commercial real estate		26,410		31,717		-
Consumer loans		8		8		-
Commercial loans		6,999		9,187		-
Loans with a specific valuation allowance:
Residential real estate	$	-	$	-	$	-
Construction real estate		-		-		-
Commercial real estate		-		-		-
Consumer loans		-		-		-
Commercial loans		-		-		-
Total:
Residential real estate	$	5,104	$	5,341	$	-
Construction real estate	$	1,330	$	1,419	$	-
Commercial real estate	$	26,410	$	31,717	$	-
Consumer loans	$	8	$	8	$	-
Commercial loans	$	6,999	$	9,187	$	-

(dollars in thousands)	Recorded		Unpaid Principal		Specific
June 30, 2018	Balance		Balance		Allowance
Loans without a specific valuation allowance:
Residential real estate	$	3,820	$	4,468	$	-
Construction real estate		1,321		1,569		-
Commercial real estate		14,052		15,351		-
Consumer loans		25		25		-
Commercial loans		2,787		3,409		-
Loans with a specific valuation allowance:
Residential real estate	$	-	$	-	$	-
Construction real estate		-		-		-
Commercial real estate		660		660		399
Consumer loans		-		-		-
Commercial loans		580		580		351
Total:
Residential real estate	$	3,820	$	4,468	$	-
Construction real estate	$	1,321	$	1,569	$	-
Commercial real estate	$	14,712	$	16,011	$	399
Consumer loans	$	25	$	25	$	-
Commercial loans	$	3,367	$	3,989	$	351

The above amounts include purchased credit impaired loans. At June 30, 2019, purchased credit impaired loans comprised $28.5 million of impaired loans without a specific valuation allowance. At June 30, 2018, purchased credit impaired loans comprised $14.6 million of impaired loans without a specific valuation allowance.

The following tables present information regarding interest income recognized on impaired loans:

	Fiscal 2019
	Average
(dollars in thousands)	Investment in		Interest Income
	Impaired Loans		Recognized
Residential Real Estate	$	2,081	$	112
Construction Real Estate		1,297		246
Commercial Real Estate		14,547		1,570
Consumer Loans		-		-
Commercial Loans		4,212		926
Total Loans	$	22,137	$	2,854

	Fiscal 2018
	Average
(dollars in thousands)	Investment in		Interest Income
	Impaired Loans		Recognized
Residential Real Estate	$	3,358	$	219
Construction Real Estate		1,317		165
Commercial Real Estate		9,446		1,163
Consumer Loans		-		-
Commercial Loans		3,152		199
Total Loans	$	17,273	$	1,746

	Fiscal 2017
	Average
(dollars in thousands)	Investment in		Interest Income
	Impaired Loans		Recognized
Residential Real Estate	$	3,011	$	119
Construction Real Estate		1,370		148
Commercial Real Estate		10,044		782
Consumer Loans		-		-
Commercial Loans		1,529		74
Total Loans	$	15,954	$	1,123

Interest income on impaired loans recognized on a cash basis in the fiscal years ended June 30, 2019, 2018, and 2017 was immaterial.

For the fiscal years ended June 30, 2019, 2018, and 2017, the amount of interest income recorded for impaired loans that represents a change in the present value of future cash flows attributable to the passage of time was approximately $1.3 million, $683,000, and $392,000, respectively.

The following table presents the Company’s nonaccrual loans at June 30, 2019 and 2018. Purchased credit impaired loans are placed on nonaccrual status in the event the Company cannot reasonably estimate cash flows expected to be collected. The table excludes performing TDRs.

	June 30,
(dollars in thousands)	2019		2018
Residential real estate	$	6,404	$	5,913
Construction real estate		-		25
Commercial real estate		10,876		1,962
Consumer loans		309		209
Commercial loans		3,424		1,063
Total loans	$	21,013	$	9,172

The above amounts include purchased credit impaired loans. At June 30, 2019 and 2018, purchased credit impaired loans comprised $4.1 million and $1.1 million of nonaccrual loans, respectively.

Included in certain loan categories in the impaired loans are TDRs, where economic concessions have been granted to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities, and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months.

When loans and leases are modified into a TDR, the Company evaluates any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan or lease agreement, and uses the current fair value of the collateral, less selling costs, for collateral dependent loans. If the Company determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs, and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, the Company evaluates all TDRs, including those that have payment defaults, for possible impairment and recognizes impairment through the allowance.

At June 30, 2019, and June 30, 2018, the Company had $6.5 million and $8.1 million, respectively, of commercial real estate loans, $1.1 million and $800,000, respectively, of residential real estate loans, $5.6 million and $2.8 million, respectively, of commercial loans, and $0 and $14,000, respectively, of consumer loans that were modified in TDRs and impaired. All loans classified as TDRs at June 30, 2019 and June 30, 2018, were so classified due to interest rate concessions. During Fiscal 2019 three commercial loans totaling $4.4 million, and three commercial real estate loans totaling $969,000 were modified as TDRs and had payment defaults subsequent to the modification. When loans modified as TDRs have subsequent payment defaults, the defaults are factored into the determination of the allowance for loan losses to ensure specific valuation allowances reflect amounts considered uncollectible.

Performing loans classified as TDRs at June 30, 2019 and June 30, 2018 segregated by class, are shown in the table below. Nonperforming TDRs are shown in nonaccrual loans.

	June 30, 2019				June 30, 2018
(dollars in thousands)	Number of		Recorded		Number of		Recorded
(dollars in thousands)	modifications		Investment		modifications		Investment
Residential real estate		10	$	1,130		12	$	800
Construction real estate		-		-		-		-
Commercial real estate		20		6,529		13		8,084
Consumer loans		-		-		1		14
Commercial loans		10		5,630		8		2,787
Total		40	$	13,289		34	$	11,685

We may obtain physical possession of real estate collateralizing a residential mortgage loan or home equity loan via foreclosure or in-substance repossession. As of June 30, 2019 and June 30, 2018, the carrying value of foreclosed residential real estate properties as a result of obtaining physical possession was $752,000 and $802,000, respectively. In addition, as of June 30, 2019 and June 30, 2018, we had residential mortgage loans and home equity loans with a carrying value of $493,000 and $331,000, respectively, collateralized by residential real estate property for which formal foreclosure proceedings were in process.

Following is a summary of loans to executive officers, directors, significant shareholders and their affiliates held by the Company at June 30, 2019 and 2018, respectively:

	June 30,
(dollars in thousands)	2019			2018
Beginning Balance	$	8,995		$	8,320
Additions		7,238			6,543
Repayments		(7,134	)		(5,868	)
Change in related party		33			-
Ending Balance	$	9,132		$	8,995

NOTE 4: Accounting for Certain Acquired Loans

During the fiscal years ended June 30, 2011, 2015, 2017, and 2019, the Company acquired certain loans which evidenced deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and nonaccrual status, borrower credit scores and recent loan to value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using our internal risk models, which incorporate the estimate of current key assumptions, such as default rates, severity and prepayment speeds.

The carrying amount of those loans is included in the balance sheet amounts of loans receivable at June 30, 2019 and June 30, 2018. The amount of these loans is shown below:

	June 30,
(dollars in thousands)	2019		2018
Residential real estate	$	1,921	$	3,861
Construction real estate		1,397		1,544
Commercial real estate		24,669		8,909
Consumer loans		-		-
Commercial loans		8,381		3,073
Outstanding balance	$	36,368	$	17,387
Carrying amount, net of fair value adjustment of $7,821 and $2,816 at June 30, 2019 and 2018, respectively	$	28,547	$	14,571

Accretable yield, or income expected to be collected, is as follows:

	June 30,
(dollars in thousands)	2019			2018			2017
Balance at beginning of period	$	589		$	609		$	656
Additions		102			-			-
Accretion		(1,342	)		(683	)		(391	)
Reclassification from nonaccretable difference		1,075			663			344
Disposals		(204	)		-			-
Balance at end of period	$	220		$	589		$	609

During the fiscal years ended June 30, 2019 and 2018, the Company did not increase or reverse the allowance for loan losses related to these purchased credit impaired loans.

NOTE 5: Premises and Equipment

Following is a summary of premises and equipment:

	June 30,
(dollars in thousands)	2019		2018
Land	$	12,414	$	12,152
Buildings and improvements		54,304		46,802
Construction in progress		466		4
Furniture, fixtures, equipment and software		16,514		13,680
Automobiles		107		81
		83,805		72,719
Less accumulated depreciation		21,078		17,887
	$	62,727	$	54,832

NOTE 6: Deposits

Deposits are summarized as follows:

	June 30,
(dollars in thousands)	2019		2018
Non-interest bearing accounts	$	218,889	$	203,517
NOW accounts		639,219		569,005
Money market deposit accounts		188,355		116,389
Savings accounts		167,973		157,540
TOTAL NON-MATURITY DEPOSITS		1,214,436		1,046,451
Certificates
0.00-.99%		2,447		77,958
1.00-1.99%		221,409		356,172
2.00-2.99%		398,931		98,842
3.00-3.99%		56,310		479
4.00-4.99%		162		-
TOTAL CERTIFICATES		679,259		533,451
TOTAL DEPOSITS	$	1,893,695	$	1,579,902

The aggregate amount of deposits with a minimum denomination of $250,000 was $519.3 million and $401.7 million at June 30, 2019 and 2018, respectively.

Certificate maturities are summarized as follows:

(dollars in thousands)
July 1, 2019 to June 30, 2020	$	467,676
July 1, 2020 to June 30, 2021		152,980
July 1, 2021 to June 30, 2022		38,045
July 1, 2022 to June 30, 2023		16,625
July 1, 2023 to June 30, 2024		3,933
Thereafter		-
TOTAL	$	679,259

Brokered certificates totaled $44.9 million and $13.6 million at June 30, 2019 and 2018, respectively. Deposits from executive officers, directors, significant shareholders and their affiliates (related parties) held by the Company at June 30, 2019 and 2018 totaled approximately $3.8 million and $2.9 million, respectively.

NOTE 7: Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase, which are classified as borrowings, generally mature within one to four days. The carrying value of securities sold under agreement to repurchase amounted to $4.4 million and $3.3 million at June 30, 2019 and 2018, respectively. The securities underlying the agreements consist of marketable securities, including $0 and $1.2 million of U.S. Government and Federal Agency Obligations, and $5.8 million and $3.4 million of Mortgage-Backed Securities at June 30, 2019 and 2018, respectively. The right of offset for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default. The collateral is held by the Company in a segregated custodial account. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained.

The following table presents balance and interest rate information on the securities sold under agreements to repurchase.

	June 30,
(dollars in thousands)	2019			2018
Year-end balance	$	4,376		$	3,267
Average balance during the year		3,988			5,373
Maximum month-end balance during the year		4,703			9,902
Average interest during the year		0.90	%		0.70	%
Year-end interest rate		0.93	%		0.86	%

NOTE 8: Advances from Federal Home Loan Bank

Advances from Federal Home Loan Bank are summarized as follows:

			June 30,
	Interest		2019			2018
Maturity	Rate		(dollars in thousands)
08/13/18		3.32%	$	-		$	501
08/14/18		3.98%		-			5,000
10/09/18		3.38%		-			1,503
12/28/18		1.69%		-			249
04/01/19		1.60%		-			249
04/01/19		1.27%		-			248
08/19/19		1.52%		200			396
11/22/19		1.91%		1,741			-
12/30/19		1.92%		249			248
01/14/20		1.76%		249			247
03/31/20		1.49%		248			246
06/10/20		1.26%		247			244
09/09/20		2.02%		4,929			-
11/23/20		2.13%		1,725			-
01/14/21		1.92%		247			245
03/31/21		1.68%		246			243
05/17/21		2.43%		5,000			-
06/10/21		1.42%		244			241
09/07/21		2.81%		9,000			-
09/09/21		2.28%		1,960			-
10/01/21		2.53%		5,000			-
11/16/21		2.43%		5,000			-
03/31/22		1.91%		244			242
03/28/24		2.56%		8,000			-
12/14/26		2.65%		379			-
Overnight		2.03%		-			66,550
	TOTAL		$	44,908		$	76,652
Weighted-average rate				2.42	%		2.18	%

Of the advances outstanding at June 30, 2019, none were callable by the FHLB prior to maturity. In addition to the above advances, the Bank had an available line of credit amounting to $320.1 million and $267.0 million with the FHLB at June 30, 2019 and 2018, respectively, with none being drawn at both period ends.

Advances from FHLB of Des Moines are secured by FHLB stock and commercial real estate and one- to four-family mortgage loans pledged. To secure outstanding advances and the Bank’s line of credit, loans totaling $754.4 million and $706.2 million were pledged to the FHLB at June 30, 2019 and 2018, respectively. The principal maturities of FHLB advances at June 30, 2018, are below:

	June 30, 2019
FHLB Advance Maturities	(dollars in thousands)
July 1, 2019 to June 30, 2020	$	2,934
July 1, 2020 to June 30, 2021		12,391
July 1, 2021 to June 30, 2022		21,204
July 1, 2022 to June 30, 2023		-
July 1, 2023 to June 30, 2024		8,000
July 1, 2024 to thereafter		379
TOTAL	$	44,908

NOTE 9: Note Payable

In June 2017, the Company entered into a revolving, reducing line of credit with a five-year term, initially providing available credit of $15.0 million. The line of credit bears interest at a floating rate based on LIBOR, which is due and payable monthly, and is secured by the stock of the Bank. Available credit under the line is reduced by $3.0 million on each anniversary date of the line of credit. The balance outstanding under the line was $3.0 million at June 30, 2019 and 2018, and the total available credit under the line was $9.0 million and $12.0 million, respectively, with remaining available capacity of $6.0 million and $9.0 million, respectively, at June 30, 2019 and 2018. The proceeds from this line of credit were used, in part, to fund the cash portion of the Tammcorp merger.

NOTE 10: Subordinated Debt

Southern Missouri Statutory Trust I issued $7.0 million of Floating Rate Capital Securities (the “Trust Preferred Securities”) with a liquidation value of $1,000 per share in March 2004. The securities are due in 30 years, redeemable after five years and bear interest at a floating rate based on LIBOR. At June 30, 2019, the current rate was 5.16%. The securities represent undivided beneficial interests in the trust, which was established by the Company for the purpose of issuing the securities. The Trust Preferred Securities were sold in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”) and have not been registered under the Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Southern Missouri Statutory Trust I used the proceeds from the sale of the Trust Preferred Securities to purchase Junior Subordinated Debentures of the Company. The Company used its net proceeds for working capital and investment in its subsidiaries.

In connection with its October 2013 acquisition of Ozarks Legacy Community Financial, Inc. (OLCF), the Company assumed $3.1 million in floating rate junior subordinated debt securities. The debt securities had been issued in June 2005 by OLCF in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. At June 30, 2019, the current rate was 4.86%. The carrying value of the debt securities was approximately $2.6 million at June 30, 2019, and June 30, 2018.

In connection with its August 2014 acquisition of Peoples Service Company, Inc. (PSC), the Company assumed $6.5 million in floating rate junior subordinated debt securities. The debt securities had been issued in 2005 by PSC’s subsidiary bank holding company, Peoples Banking Company, in connection with the sale of trust preferred securities, bear interest at a floating rate based on LIBOR, are now redeemable at par, and mature in 2035. At June 30, 2019, the current rate was 4.21%. The carrying value of the debt securities was approximately $5.2 million at June 30, 2019, and $5.1 million at June 30, 2018.

NOTE 11: Employee Benefits

401(k) Retirement Plan. The Bank has a 401(k) retirement plan that covers substantially all eligible employees. The Bank makes “safe harbor” matching contributions of up to 4% of eligible compensation, depending upon the percentage of eligible pay deferred into the plan by the employee. Additional profit-sharing contributions of 5% of eligible salary have been accrued for the plan year ended June 30, 2019, which the board of directors authorizes based on management recommendations and financial performance for fiscal 2019. Total 401(k) expense for fiscal 2019, 2018, and 2017 was $1.3 million, $1.3 million, and $877,000, respectively. At June 30, 2019, 401(k) plan participants held approximately 366,000 shares of the Company’s stock in the plan. Employee deferrals and safe harbor contributions are fully vested. Profit-sharing or other contributions vest over a period of five years.

Management Recognition Plans (MRPs). The Bank adopted an MRP for the benefit of non-employee directors and two MRPs for officers and key employees (who may also be directors) in April 1994. During fiscal 2012, the Bank granted 6,072 MRP shares (split-adjusted) to employees. The shares granted were in the form of restricted stock vested at the rate of 20% of such shares per year. For fiscal 2017, there were 1,214 shares vested; no shares vested in fiscal 2019 or 2018. Compensation expense, in the amount of the fair market value of the common stock at the date of grant, was recognized pro-rata over the five years during which the shares vest. The MRP expense for fiscal 2017 was $13,000; there was no expense attributable to the plan in fiscal 2019 or 2018. At June 30, 2019, there was no unvested compensation expense related to the MRP, and no shares remained available for award.

2008 Equity Incentive Plan. The Company adopted an Equity Incentive Plan (EIP) in 2008, reserving for award 132,000 shares (split-adjusted). EIP shares were available for award to directors, officers, and employees of the Company and its affiliates by a committee of outside directors. The committee held the power to set vesting requirements for each award under the EIP. At the 2017 annual meeting, shareholders approved the 2017 Omnibus Incentive Plan, which provided that no further awards would be made under the EIP. During fiscal 2012, the Company awarded 73,928 shares (split-adjusted); during fiscal 2014, the Company awarded 24,000 shares (split-adjusted); during fiscal 2015, the Company awarded 8,000 shares (split-adjusted); during fiscal 2016, the Company awarded 3,750 shares; and during fiscal 2017, the Company awarded 13,125 shares. No awards were made under the plan in fiscal 2019 or 2018. All EIP awards were in the form of either restricted stock vesting at the rate of 20% of such shares per year, or performance-based restricted stock vesting at up to of 20% of such shares per year, contingent on the achievement of specified profitability targets over a three-year period. During fiscal 2019, 2018,

and 2017, there were 7,100, 5,400, and 21,200 EIP shares (split-adjusted) vested each year, respectively. Compensation expense, in the amount of the fair market value of the common stock at the date of grant, is recognized pro-rata over the five years during which the shares vest. The EIP expense for fiscal 2019, 2018, and 2017 was $141,000, $165,000, and $284,000, respectively. At June 30, 2019, unvested compensation expense related to the EIP was approximately $247,000.

2003 Stock Option Plan. The Company adopted a stock option plan in October 2003 (the 2003 Plan). Under the plan, the Company granted options to purchase 242,000 shares (split-adjusted) to employees and directors, of which, options to purchase 177,000 shares (split-adjusted) have been exercised, options to purchase 45,000 shares (split-adjusted) have been forfeited, and 20,000 remain outstanding. Under the 2003 Plan, exercised options may be issued from either authorized but unissued shares, or treasury shares. At the 2017 annual meeting, shareholders approved the 2017 Omnibus Incentive Plan, which provided that no further awards would be made under the 2003 Plan.

As of June 30, 2019, there was $2,000 in remaining unrecognized compensation expense related to unvested stock options under the 2003 Plan, which will be recognized over the remaining weighted average vesting period. The aggregate intrinsic value of stock options outstanding at June 30, 2019, was $457,000, and the aggregate intrinsic value of stock options exercisable at June 30, 2019, was $423,000. During fiscal 2019 no options to purchase shares were exercised. The intrinsic value of options vested in fiscal 2019, 2018, and 2017 was $35,000, $43,000, and $262,000, respectively.

2017 Omnibus Incentive Plan. The Company adopted an equity-based incentive plan in October 2017 (the 2017 Plan). Under the 2017 plan, the Company reserved for issuance 500,000 shares of common stock for awards to employees and directors, against which full value awards (stock-based awards other than stock options and stock appreciation rights) are to be counted on a 2.5-for-1 basis. The 2017 Plan authorized awards to be made to employees, officers, and directors by a committee of outside directors. The committee held the power to set vesting requirements for each award under the 2017 Plan. Under the 2017 Plan, stock awards and shares issued pursuant to exercised options may be issued from either authorized but unissued shares, or treasury shares.

Under the 2017 Plan, options to purchase 31,000 shares have been issued to employees, of which none have been exercised or forfeited, and 31,000 remain outstanding. As of June 30, 2019, there was $234,000 in remaining unrecognized compensation expense related to unvested stock options under the 2017 Plan, which will be recognized over the remaining weighted average vesting period. The aggregate intrinsic value of in-the-money stock options outstanding at June 30, 2019, was $8,000, and the no options were exercisable at June 30, 2019, at a strike price in excess of the market price. No in-the-money options were vested in fiscal 2019, and no options vested during fiscal 2018 and 2017.

Full value awards totaling 15,000 and 22,000 shares, respectively, were issued to employees and directors in fiscal 2019 and 2018. All full value awards were in the form of either restricted stock vesting at the rate of 20% of such shares per year, or performance-based restricted stock vesting at up to 20% of such shares per year, contingent on the achievement of specified profitability targets over a three-year period. During fiscal 2019, full value awards of 4,200 shares were vested, while no full value awards vested in fiscal 2018 or 2017. Compensation expense, in the amount of the fair market value of the common stock at the date of grant, is recognized pro-rata over the five years during which the shares vest. Compensation expense for full value awards under the 2017 Plan for fiscal 2019, 2018, and 2017 was $189,000, $60,000, and $0, respectively. At June 30, 2019, unvested compensation expense related to full value awards under the 2017 Plan was approximately $1.0 million.

Changes in options outstanding under the 2003 Plan and the 2017 Plan were as follows:

	2019				2018					2017
	Weighted				Weighted					Weighted
	Average				Average					Average
	Price		Number		Price		Number			Price		Number
Outstanding at beginning of year	$	22.18		33,500	$	9.35		44,000		$	8.74		54,000
Granted		34.35		17,500		37.31		13,500			-		-
Exercised		-		-		7.18		(24,000	)		6.08		(10,000	)
Forfeited		-		-		-		-			-		-
Outstanding at year-end	$	26.35		51,000	$	22.18		33,500		$	9.35		44,000
Options exercisable at year-end	$	14.73		20,700	$	10.57		16,000		$	8.06		38,000

The following is a summary of the assumptions used in the Black-Scholes pricing model in determining the fair values of options granted during fiscal years 2019 and 2018 (no options were granted in fiscal 2017):

	2019			2018			2017
Assumptions:
Expected dividend yield		1.51	%		1.18	%		-
Expected volatility		20.39	%		20.42	%		-
Risk-free interest rate		2.67	%		2.54	%		-
Weighted-average expected life (years)		10.00			10.00			-
Weighted-average fair value of options granted during the year	$	8.78		$	10.14			-

The table below summarizes information about stock options outstanding under the 2003 Plan and 2017 Plan at June 30, 2019:

	Options Outstanding				Options Exercisable
Weighted
Average			Weighted				Weighted
Remaining			Average				Average
Contractual	Number		Exercise		Number		Exercise
Life	Outstanding		Price		Exercisable		Price
6.5 mo.		10,000		6.38		10,000		6.38
62.3 mo.		10,000		17.55		8,000		17.55
102.6 mo.		13,500		37.31		2,700		37.31
114.3 mo.		17,500		34.35		-		-

NOTE 12: Income Taxes

The Company and its subsidiary files income tax returns in the U.S. Federal jurisdiction and various states. The Company is no longer subject to U.S. federal and state tax examinations by tax authorities for tax years ending June 30, 2015 and before. The Company recognized no interest or penalties related to income taxes.

The components of net deferred tax assets are summarized as follows:

(dollars in thousands)	June 30, 2019		June 30, 2018
Deferred tax assets:
Provision for losses on loans	$	4,601	$	4,418
Accrued compensation and benefits		692		708
NOL carry forwards acquired		199		273
Minimum Tax Credit		130		130
Unrealized loss on other real estate		134		124
Unrealized loss on available for sale securities		-		730
Purchase accounting adjustments		255		-
Losses and credits from LLC's		1,206		1,003
Total deferred tax assets		7,218		7,386

Deferred tax liabilities:
Purchase accounting adjustments		-		949
Depreciation		1,749		1,475
FHLB stock dividends		120		130
Prepaid expenses		313		98
Unrealized gain on available for sale securities		364		-
Other		61		327
Total deferred tax liabilities		2,607		2,979

Net deferred tax asset	$	4,611	$	4,407

As of June 30, 2019, the Company had approximately $963,000 and $1.7 million in federal and state net operating loss carryforwards, respectively, which were acquired in the July 2009 acquisition of Southern Bank of Commerce, the February 2014 acquisition of Citizens State Bankshares of Bald Knob, Inc. and the August 2014 acquisition of Peoples Service Company. The amount reported is net of the IRC Sec. 382 limitation, or state equivalent, related to utilization of net operating loss carryforwards of acquired corporations. Unless otherwise utilized, the net operating losses will begin to expire in 2027.

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below:

	For the year ended June 30
(dollars in thousands)	2019			2018			2017
Tax at statutory rate	$	7,550		$	8,074		$	7,565
Increase (reduction) in taxes resulting from:
Nontaxable municipal income		(400	)		(441	)		(513	)
State tax, net of Federal benefit		487			553			215
Cash surrender value of Bank-owned life insurance		(279	)		(266	)		(397	)
Tax credit benefits		(270	)		(871	)		(367	)
Adjustment of deferred tax asset for enacted changes in tax laws		-			1,124			-
Other, net		(41	)		(370	)		(441	)
Actual provision	$	7,047		$	7,803		$	6,062

For the year ended June 30, 2019, income tax expense at the statutory rate was calculated using a 21% annual effective tax rate (AETR), compared to 28.1% for the year ended June 30, 2018, as a result of the Tax Cuts and Jobs Act ("Tax Act") signed into law December 22, 2017. The Tax Act ultimately reduced the corporate Federal income tax rate for the Company from 35% to 21%, and for the fiscal year ending June 30, 2018, the Company was administratively subject to a 28.1% AETR. U. S. GAAP requires that the impact of the provisions of the Tax Act be accounted for in the period of enactment and the income tax effects of the Tax Act were recognized in the Company’s financial statements for the quarter ended December 31, 2017, and for the twelve months ended June 30, 2018. The Tax Act is complex and requires significant detailed analysis. During the preparation of the Company's June 30, 2018 income tax returns, no significant adjustments related to enactment of the Tax Act were identified.

Tax credit benefits are recognized under the deferral method of accounting for investments in tax credits.

NOTE 13: Accumulated Other Comprehensive Income (AOCI)

The components of AOCI, included in stockholders’ equity, are as follows:

	June 30,
(dollars in thousands)	2019			2018
Net unrealized gain (loss) on securities available-for-sale	$	1,655		$	(3,041	)
Net unrealized gain on securities available-for-sale
securities for which a portion of an other-than-temporary
impairment has been recognized in income		(1	)		(1	)
Unrealized loss from defined benefit pension plan		(39	)		(29	)
		1,615			(3,071	)
Tax effect		(368	)		726
Net of tax amount	$	1,247		$	(2,345	)

Amounts reclassified from AOCI and the affected line items in the statements of income during the years ended June 30, 2019 and 2018, were as follows:

	Amounts Reclassified From AOCI
(dollars in thousands)	2019			2018			Affected Line Item in the Condensed Consolidated Statements of Income
Unrealized gain on securities available-for-sale	$	244		$	334		Net realized gains on sale of AFS securities
Amortization of defined benefit pension items:		(10	)		(44	)	Compensation and benefits (included in computation of net periodic pension costs)
Total reclassified amount before tax		234			290
Tax benefit		49			81		Provision for Income Tax
Total reclassification out of AOCI	$	185		$	209		Net Income

NOTE 14: Stockholders’ Equity and Regulatory Capital

The Company and Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory—and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under U.S. GAAP, regulatory reporting requirements and regulatory capital standards. The Company and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Furthermore, the Company and Bank’s regulators could require adjustments to regulatory capital not reflected in the condensed consolidated financial statements.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average total assets (as defined). Management believes, as of June 30, 2019 and 2018, that the Company and the Bank met all capital adequacy requirements to which they are subject.

In July 2013, the Federal banking agencies announced their approval of the final rule to implement the Basel III regulatory reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The approved rule included a new minimum ratio of common equity Tier 1 (CET1) capital of 4.5%, raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, and included a minimum leverage ratio of 4.0% for all banking institutions. Additionally, the rule created a capital conservation buffer of 2.5% of risk-weighted assets, and prohibited banking organizations from making distributions or discretionary bonus payments during any quarter if its eligible retained income is negative, if the capital conservation buffer is not maintained. This new capital conservation buffer requirement is has been phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until being fully implemented in January 2019. The enhanced capital requirements for banking organizations such as the Company and the Bank began January 1, 2015. Other changes included revised risk-weighting of some assets, stricter limitations on mortgage servicing assets and deferred tax assets, and replacement of the ratings-based approach to risk weight securities.

As of June 30, 2019, the most recent notification from the Federal banking agencies categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

The tables below summarize the Company and Bank’s actual and required regulatory capital:

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
As of June 30, 2019	Amount		Ratio			Amount		Ratio			Amount		Ratio
(dollars in thousands)
Total Capital (to Risk-Weighted Assets)
Consolidated	$	256,982		13.22	%	$	155,536		8.00	%		n/a		n/a
Southern Bank		247,199		12.81	%		154,364		8.00	%		192,954		10.00	%
Tier I Capital (to Risk-Weighted Assets)
Consolidated		235,768		12.13	%		116,652		6.00	%		n/a		n/a
Southern Bank		225,985		11.71	%		115,773		6.00	%		154,364		8.00	%
Tier I Capital (to Average Assets)
Consolidated		235,768		10.81	%		87,231		4.00	%		n/a		n/a
Southern Bank		225,985		10.38	%		87,077		4.00	%		108,846		5.00	%
Common Equity Tier I Capital (to Risk-Weighted Assets)
Consolidated		220,725		11.35	%		87,489		4.50	%		n/a		n/a
Southern Bank		225,985		11.71	%		86,829		4.50	%		125,420		6.50	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
As of June 30, 2018	Amount		Ratio			Amount		Ratio			Amount		Ratio
(dollars in thousands)
Total Capital (to Risk-Weighted Assets)
Consolidated	$	222,133		13.53	%	$	131,335		8.00	%		n/a		n/a
Southern Bank		214,804		13.18	%		130,337		8.00	%		162,921		10.00	%
Tier I Capital (to Risk-Weighted Assets)
Consolidated		202,756		12.35	%		98,501		6.00	%		n/a		n/a
Southern Bank		195,427		12.00	%		97,753		6.00	%		130,337		8.00	%
Tier I Capital (to Average Assets)
Consolidated		202,756		10.97	%		73,932		4.00	%		n/a		n/a
Southern Bank		195,427		10.60	%		73,721		4.00	%		92,152		5.00	%
Common Equity Tier I Capital (to Risk-Weighted Assets)
Consolidated		188,416		11.48	%		73,876		4.50	%		n/a		n/a
Southern Bank		195,427		12.00	%		73,315		4.50	%		105,899		6.50	%

The Bank’s ability to pay dividends on its common stock to the Company is restricted to maintain adequate capital as shown in the above tables. Additionally, prior regulatory approval is required for the declaration of any dividends generally in excess of the sum of net income for that calendar year and retained net income for the preceding two calendar years. At June 30, 2019, approximately $29.7 million of the equity of the Bank was available for distribution as dividends to the Company without prior regulatory approval.

NOTE 15: Commitments and Credit Risk

Standby Letters of Credit. In the normal course of business, the Company issues various financial standby, performance standby, and commercial letters of credit for its customers. As consideration for the letters of credit, the institution charges letter of credit fees based on the face amount of the letters and the creditworthiness of the counterparties. These letters of credit are stand-alone agreements, and are unrelated to any obligation the depositor has to the Company.

Standby letters of credit are irrevocable conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.

The Company had total outstanding standby letters of credit amounting to $2.6 million at June 30, 2019, and $2.5 million at June 30, 2018, with terms ranging from 12 to 24 months. At June 30, 2019, the Company’s deferred revenue under standby letters of credit agreements was nominal.

Off-balance-sheet and Credit Risk. The Company’s Consolidated Financial Statements do not reflect various financial instruments to extend credit to meet the financing needs of its customers.

These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on balance sheet instruments.

The Company had $317.4 million in commitments to extend credit at June 30, 2019, and $266.8 million at June 30, 2018.

100

At June 30, 2019, total commitments to originate fixed-rate loans with terms in excess of one year were $42.6 million at rates ranging from 3.35% to 15.00%, with a weighted-average rate of 5.43%. Commitments to extend credit and standby letters of credit include exposure to some credit loss in the event of nonperformance of the customer. The Company’s policies for credit commitments and financial guarantees are the same as those for extension of credit that are recorded in the balance sheet. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period.

The Company originates collateralized commercial, real estate, and consumer loans to customers in Missouri, Arkansas, and Illinois. Although the Company has a diversified portfolio, loans aggregating $517.3 million at June 30, 2019, are secured by single and multi-family residential real estate generally located in the Company’s primary lending area.

NOTE 16: Earnings Per Share

The following table sets forth the computations of basic and diluted earnings per common share:

	Year Ended June 30,
(dollars in thousands except per share data)	2019		2018		2017
Net income	$	28,904	$	20,929	$	15,552

Denominator for basic earnings per share -
Weighted-average shares outstanding		9,193,235		8,734,334		7,483,350
Effect of dilutive securities stock options or awards		10,674		11,188		27,530
Denominator for diluted earnings per share		9,203,909		8,745,522		7,510,880

Basic earnings per share available to common stockholders	$	3.14	$	2.40	$	2.08
Diluted earnings per share available to common stockholders	$	3.14	$	2.39	$	2.07

NOTE 17: Acquisitions

On November 21, 2018, the Company completed its acquisition of Gideon Bancshares Company (“Gideon”), and its wholly owned subsidiary, First Commercial Bank (“First Commercial”), in a stock and cash transaction. Upon completion of the Merger, each share of Gideon common stock was converted into the right to receive $72.48 in cash, as well as 2.04 shares of Southern Missouri common stock, with cash payable in lieu of fractional Southern Missouri shares (the “Merger Consideration”). The Company issued an aggregate of 317,225 shares of common stock for the stock portion of the Merger Consideration and paid an aggregate of approximately $11.3 million for the cash portion of the Merger Consideration. The conversion of data systems took place on December 8, 2018. The Company acquired First Commercial primarily for the purpose of conducting commercial banking activities in markets where it believes the Company’s business model will perform well, and for the long-term value of its core deposit franchise. Through June 30, 2019, the Company incurred $858,000 of third-party acquisition-related costs with $783,000 being included in noninterest expense in the Company's consolidated statement of income for the year ended June 30, 2019, and $75,000 for the year ended June 30, 2018.

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition. Based on valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price for the Gideon acquisition is detailed in the following table.

101

Gideon Bancshares Company
Fair Value of Consideration Transferred
(dollars in thousands)

Cash	$	11,271
Common stock, at fair value		10,757
Total consideration	$	22,028

Recognized amounts of identifiable assets acquired
and liabilities assumed

Cash and cash equivalents	$	2,894
Investment securities		54,866
Loans		144,286
Premises and equipment		3,663
Identifiable intangible assets		4,125
Miscellaneous other assets		5,926

Deposits		(170,687	)
FHLB Advances		(18,701	)
Note Payable		(4,400	)
Miscellaneous other liabilities		(956	)
Total identifiable net assets		21,016
Goodwill	$	1,012

Of the total estimated purchase price of $22.0 million, $4.1 million has been allocated to core deposit intangible. Additionally, $1.0 million has been allocated to goodwill and none of the purchase price is deductible. Goodwill is attributable to synergies and economies of scale expected from combining the operations of the Bank and First Commercial. Total goodwill was assigned to the acquisition of First Commercial. The core deposit intangible will be amortized over seven years on a straight line basis.

Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered to be credit impaired. Evidence of credit quality deterioration as of the purchase date may include information such as past-due and non-accrual status, our assessment of the ability of the borrower to service the debt, and recent loan-to-value percentages. Purchased credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality (ASC 310-30) and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for credit losses related to $25.5 million of purchased credit impaired loans was not carried over and recorded at the acquisition date. Management estimated the cash flows expected to be collected at acquisition using individual analysis of each purchased credit impaired loan.

The Company acquired the $154.0 million loan portfolio at an estimated fair value discount of $9.7 million. The excess of expected cash flows above the fair value of the performing portion of loans will be accreted to interest income over the remaining lives of the loans in accordance with ASC 310-30.

The acquired business contributed revenues of $4.1 million and earnings of $565,000 for the period from November 21, 2018 through June 30, 2019. The following unaudited pro forma summaries present consolidated information of the Company as if the business combination had occurred on the first day of each period:

	Pro Forma
	Twelve months ended
	June 30,
	2019		2018
Revenue	$	90,954	$	84,981
Earnings		29,583		22,791

102

On February 23, 2018, the Company completed its acquisition of Southern Missouri Bancshares, Inc. (“Bancshares”), and its wholly owned subsidiary, Southern Missouri Bank of Marshfield (“SMB-Marshfield”), in a stock and cash transaction. The conversion of data systems took place on March 17, 2018. The Company acquired SMB-Marshfield primarily for the purpose of conducting commercial banking activities in markets where it believes the Company’s business model will perform well, and for the long-term value of its core deposit franchise. Through June 30, 2018, the Company incurred $708,000 of third-party acquisition-related costs with $683,000 being included in noninterest expense in the Company's consolidated statement of income for the year ended June 30, 2018, and $25,000 in the prior year end. The goodwill of $4.4 million arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of the Bank and SMB-Marshfield. Total goodwill was assigned to the acquisition of the bank holding company.

The following table summarizes the consideration paid for Bancshares and SMB-Marshfield, and the amounts of assets acquired and liabilities assumed recognized at the acquisition date:

Southern Missouri Bank of Marshfield
Fair Value of Consideration Transferred
(dollars in thousands)

Cash	$	3,860
Common stock, at fair value		12,955
Total consideration	$	16,815

Recognized amounts of identifiable assets acquired
and liabilities assumed

Cash and cash equivalents	$	2,359
Interest bearing time deposits		1,450
Investment securities		5,557
Loans		68,258
Premises and equipment		3,409
BOLI		2,271
Identifiable intangible assets		1,345
Miscellaneous other assets		1,897

Deposits		(68,152	)
FHLB Advances		(5,344	)
Miscellaneous other liabilities		(681	)
Total identifiable net assets		12,369
Goodwill	$	4,446

NOTE 18: Fair Value Measurements

ASC Topic 820, Fair Value Measurements, defines fair value as 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. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active 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 or liabilities

Level 3 – Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities

103

Recurring Measurements. The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets 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, 2019 and 2018:

	Fair Value Measurements at June 30, 2019, Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant UnobservableInputs
(dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
U.S. government sponsored enterprises (GSEs)	$	7,270	$	-	$	7,270	$	-
State and political subdivisions		42,783		-		42,783		-
Other securities		5,053		-		5,053		-
Mortgage-backed GSE residential		110,429		-		110,429		-

	Fair Value Measurements at June 30, 2018, Using:
			Quoted Prices in Active Markets for Identical Assets		Significant Othe Observable Inputs		Significant Unobservable Inputs
(dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
U.S. government sponsored enterprises (GSEs)	$	9,385	$	-	$	9,385	$	-
State and political subdivisions		41,612		-		41,612		-
Other securities		5,152		-		5,152		-
Mortgage-backed GSE residential		90,176		-		90,176		-

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 consolidated balance sheets, 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, 2019.

Available-for-sale Securities. When quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated using pricing models, or quoted prices of securities with similar characteristics. For these securities, our Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Nonrecurring Measurements. The following tables present the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the ASC 820 fair value hierarchy in which the fair value measurements fell at June 30, 2019 and 2018:

Fair Value Measurements at June 30 , 2019, Using:

Quoted Prices in

Active Markets for

Significant Other

Significant

Identical Assets

Observable Inputs

Unobservable Inputs

(dollars in thousands)

Fair Value

(Level 1)

(Level 2)

(Level 3)

Foreclosed and repossessed assets held for sale

2,430

	Fair Value Measurements at June 30, 2018, Using:
			Quoted Prices in
			Active Markets for		Significant Other		Significant
			Identical Assets		Observable Inputs		Unobservable Inputs
(dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)

Impaired loans (collateral dependent)	$	490	$	-	$	-	$	490
Foreclosed and repossessed assets held for sale		1,467		-		-		1,467

104

The following table presents gains and (losses) recognized on assets measured on a non-recurring basis for the years ended June 30, 2019 and 2018:

(dollars in thousands)	2019			2018
Impaired loans (collateral dependent)	$	-		$	(750	)
Foreclosed and repossessed assets held for sale		(353	)		(248	)
Total losses on assets measured on a non-recurring basis	$	(353	)	$	(998	)

The following is a description of valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarch. For assets classified within Level 3 of fair value hierarchy, the process used to develop the reported fair value process is described below.

Impaired Loans (Collateral Dependent). A collateral dependent loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a collateral dependent loan is considered impaired, the amount of reserve required is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material collateral dependent loans deemed impaired using the fair value of the collateral for collateral dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. In addition, management applies selling and other discounts to the underlying collateral value to determine the fair value. If an appraised value is not available, the fair value of the collateral dependent impaired loan is determined by an adjusted appraised value including unobservable cash flows.

On a quarterly basis, loans classified as special mention, substandard, doubtful, or loss are evaluated including the loan officer’s review of the collateral and its current condition, the Company’s knowledge of the current economic environment in the market where the collateral is located, and the Company’s recent experience with real estate in the area. The date of the appraisal is also considered in conjunction with the economic environment and any decline in the real estate market since the appraisal was obtained. For all loan types, updated appraisals are obtained if considered necessary. In instances where the economic environment has worsened and/or the real estate market declined since the last appraisal, a higher distressed sale discount would be applied to the appraised value.

The Company records collateral dependent impaired loans based on nonrecurring Level 3 inputs. If a collateral dependent loan’s fair value, as estimated by the Company, is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a specific reserve as part of the allowance for loan losses.

Foreclosed and Repossessed Assets Held for Sale. Foreclosed and repossessed assets held for sale are valued at the time the loan is foreclosed upon or collateral is repossessed and the asset is transferred to foreclosed or repossessed assets held for sale. The value of the asset is based on third party or internal appraisals, less estimated costs to sell and appropriate discounts, if any. The appraisals are generally discounted based on current and expected market conditions that may impact the sale or value of the asset and management’s knowledge and experience with similar assets. Such discounts typically may be significant and result in a Level 3 classification of the inputs for determining fair value of these assets. Foreclosed and repossessed assets held for sale are continually evaluated for additional impairment and are adjusted accordingly if impairment is identified.

105

Unobservable (Level 3) Inputs. The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

(dollars in thousands)

Fair value at
June 30 , 2019

Valuation
technique

Unobservable
inputs

Range of
inputs applied

Weighted-average
inputs applied

Nonrecurring Measurements

Foreclosed and repossessed assets

2,430

Third party appraisal

Marketability discount

5.1% - 77.0

35.2

(dollars in thousands)

Fair value at
June 30, 2018

Valuation
technique

Unobservable
inputs

Range of
inputs applied

Weighted-average
inputs applied

Nonrecurring Measurements

Impaired loans (collateral dependent)

490

Internal Valuation

Discount to reflect
realizable value

n/a

Foreclosed and repossessed assets

1,467

Third party appraisal

Marketability discount

0.0% - 53.1

18.2

Fair Value of Financial Instruments. The following table presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which the fair value measurements fell at June 30, 2019 and 2018:

	June 30, 2019
			Quoted Prices
			in Active				Significant
			Markets for		Significant Other		Unobservable
	Carrying		Identical Assets		Observable Inputs		Inputs
(dollars in thousands)	Amount		(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and cash equivalents	$	35,400	$	35,400	$	-	$	-
Interest-bearing time deposits		969		-		969		-
Stock in FHLB		5,233		-		5,233		-
Stock in Federal Reserve Bank of St. Louis		4,350		-		4,350		-
Loans receivable, net		1,846,405		-		-		1,823,040
Accrued interest receivable		10,189		-		10,189		-
Financial liabilities
Deposits		1,893,695		1,214,606		-		678,301
Securities sold under agreements to repurchase		4,376		-		4,376		-
Advances from FHLB		44,908		-		45,547		-
Note payable		3,000		-		-		3,000
Accrued interest payable		2,099		-		2,099		-
Subordinated debt		15,043		-		-		15,267
Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		-		-		-		-
Letters of credit		-		-		-		-
Lines of credit		-		-		-		-

106

	June 30, 2018
			Quoted Prices
			in Active				Significant
			Markets for		Significant Other		Unobservable
	Carrying		Identical Assets		Observable Inputs		Inputs
(dollars in thousands)	Amount		(Level 1)		(Level 2)		(Level 3)
Financial assets
Cash and cash equivalents	$	26,326	$	26,326	$	-	$	-
Interest-bearing time deposits		1,953		-		1,953		-
Stock in FHLB		5,661		-		5,661		-
Stock in Federal Reserve Bank of St. Louis		3,566		-		3,566		-
Loans receivable, net		1,563,380		-		-		1,556,466
Accrued interest receivable		7,992		-		7,992		-
Financial liabilities
Deposits		1,579,902		1,046,491		-		529,297
Securities sold under agreements to repurchase		3,267		-		3,267		-
Advances from FHLB		76,652		66,550		10,110		-
Note payable		3,000		-		-		3,000
Accrued interest payable		1,206		-		1,206		-
Subordinated debt		14,945		-		-		14,382
Unrecognized financial instruments (net of contract amount)
Commitments to originate loans		-		-		-		-
Letters of credit		-		-		-		-
Lines of credit		-		-		-		-

The following methods and assumptions were used in estimating the fair values of financial instruments:

Cash and cash equivalents, interest-bearing time deposits, accrued interest receivable, and accrued interest payable are valued at their carrying amounts, which approximates book value. Stock in FHLB and the Federal Reserve Bank of St. Louis is valued at cost, which approximates fair value. For June 30, 2019, the fair value of loans is estimated on an exit price basis incorporating contractual cash flow, prepayments discount spreads, credit loss and liquidity premiums. For June 30, 2018, the fair value of loans was estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations. .

The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities. Non-maturity deposits and securities sold under agreements are valued at their carrying value, which approximates fair value. Fair value of advances from the FHLB is estimated by discounting maturities using an estimate of the current market for similar instruments. The fair value of subordinated debt and notes payable is estimated using rates currently available to the Company for debt with similar terms and maturities. The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and committed rates. The fair value of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

NOTE 19: Significant Estimates

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are described in Note 1.

107

NOTE 20: Condensed Parent Company Only Financial Statements

The following condensed balance sheets, statements of income and comprehensive income and cash flows for Southern Missouri Bancorp, Inc. should be read in conjunction with the consolidated financial statements and the notes thereto:

(dollars in thousands)	June 30,
Condensed Balance Sheets	2019		2018
Assets
Cash and cash equivalents	$	8,149	$	8,383
Other assets		13,438		13,434
Investment in common stock of Bank		234,716		197,863
TOTAL ASSETS	$	256,303	$	219,680

Liabilities and Stockholders' Equity
Accrued expenses and other liabilities	$	2,868	$	4,041
Subordinated debt		15,043		14,945
TOTAL LIABILITIES		17,911		18,986
Stockholders' equity		238,392		200,694
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	256,303	$	219,680

		Year ended June 30,
Condensed Statements of Income	(dollars in thousands)	2019			2018			2017
Interest income		$	25		$	20		$	17
Interest expense			1,079			887			661
Net interest expense			(1,054	)		(867	)		(644	)
Dividends from Bank			23,000			6,000			4,000
Operating expenses			827			940			955
Income before income taxes and
equity in undistributed income of the Bank			21,119			4,193			2,401
Income tax benefit			358			437			455
Income before equity in undistributed
income of the Bank			21,477			4,630			2,856
Equity in undistributed income of the Bank			7,427			16,299			12,696
NET INCOME		$	28,904		$	20,929		$	15,552
COMPREHENSIVE INCOME		$	32,496		$	18,057		$	14,417

		Year ended June 30,
Condensed Statements of Cash Flow	(dollars in thousands)	2019			2018			2017
Cash Flows from operating activities:
Net income		$	28,904		$	20,929		$	15,552
Changes in:
Equity in undistributed income of the Bank			(7,427	)		(16,299	)		(12,696	)
Other adjustments, net			(635	)		40			412
NET CASH PROVIDED BY OPERATING ACTIVITES			20,842			4,670			3,268

Cash flows from investing activities:
Investments in Bank subsidiaries			(10,747	)		(3,488	)		(11,062	)
NET CASH USED IN INVESTING ACTIVITIES			(10,747	)		(3,488	)		(11,062	)

Cash flows from financing activities:
Dividends on common stock			(4,763	)		(3,827	)		(2,981	)
Exercise of stock options			-			172			61
Payments to acquire treasury stock			(1,166	)		-			-
Proceeds from issuance of common stock			-			-			24,144
Proceeds from issuance of long term debt			-			-			15,000
Repayments of long term debt			(4,400	)		-			(15,650	)
Injection of capital to subsidiary			-			-			(6,000	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES			(10,329	)		(3,655	)		14,574

Net increase (decrease) in cash and cash equivalents			(234	)		(2,473	)		6,780
Cash and cash equivalents at beginning of year			8,383			10,856			4,076
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	8,149		$	8,383		$	10,856

108

NOTE 21: Quarterly Financial Data (Unaudited)

Quarterly operating data is summarized as follows (in thousands):

	June 30, 2019
(dollars in thousands)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Interest income	$	22,042	$	24,207	$	25,186	$	26,047
Interest expense		4,875		6,139		6,632		7,054

Net interest income		17,167		18,068		18,554		18,993

Provision for loan losses		682		314		491		545
Noninterest income		3,430		4,054		3,946		3,740
Noninterest expense		11,449		12,552		13,190		12,778
Income before income taxes		8,466		9,256		8,819		9,410
Income tax expense		1,666		1,802		1,725		1,854
NET INCOME	$	6,800	$	7,454	$	7,094	$	7,556

	June 30, 2018
(dollars in thousands)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Interest income	$	18,411	$	19,231	$	19,385	$	20,147
Interest expense		3,308		3,528		3,710		4,245

Net interest income		15,103		15,703		15,675		15,902

Provision for loan losses		868		642		550		987
Noninterest income		3,271		3,174		3,870		3,556
Noninterest expense		10,755		10,519		11,927		11,274
Income before income taxes		6,751		7,716		7,068		7,197
Income tax expense		1,889		2,546		1,810		1,558
NET INCOME	$	4,862	$	5,170	$	5,258	$	5,639

	June 30, 2017
(dollars in thousands)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter

Interest income	$	15,105	$	15,083	$	14,955	$	16,345
Interest expense		2,529		2,510		2,523		2,804

Net interest income		12,576		12,573		12,432		13,541

Provision for loan losses		925		656		376		383
Noninterest income		2,575		2,700		2,925		2,884
Noninterest expense		9,159		8,706		9,564		10,823
Income before income taxes		5,067		5,911		5,417		5,219
Income tax expense		1,358		1,735		1,463		1,506
NET INCOME	$	3,709	$	4,176	$	3,954	$	3,713

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended June 30, 2019 OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SOUTHERN MISSOURI BANCORP, INC.
(Exact name of registrant as specified in its charter)

Missouri		43-1665523
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2991 Oak Grove Road, Poplar Bluff, Missouri		63901
(Address of principal executive offices)		(Zip Code)

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		SMBC		The NASDAQ Stock Market, LLC

	At June 30,
	2019					2018					2017						2016						2015
	Amount		Percent			Amount		Percent			Amount			Percent			Amount			Percent			Amount			Percent
						(Dollars in thousands)
Type of Loan:
Mortgage Loans:
Residential real estate	$	491,992		26.65	%	$	450,919		28.84	%	$	442,463			31.66	%	$	392,974			34.61	%	$	377,465			35.84	%
Commercial real estate ⁽¹⁾		840,777		45.53			704,647		45.07			603,922			43.21			452,052			39.81			404,720			38.43
Construction		123,287		6.68			112,718		7.21			106,782			7.63			77,369			6.82			69,204			6.57
Total mortgage loans		1,456,056		78.86			1,268,284		81.12			1,153,167			82.50			922,395			81.24			851,389			80.84
Other Loans:
Automobile loans		11,379		0.62			9,056		0.58			6,378			0.46			6,221			0.55			6,333			0.60
Commercial business ⁽²⁾		355,874		19.27			281,272		17.99			247,184			17.68			202,045			17.79			191,886			18.22
Home equity		43,369		2.35			39,218		2.51			35,222			2.52			25,146			2.21			23,472			2.23
Other		42,786		2.32			30,297		1.94			22,051			1.58			15,174			1.34			16,965			1.61
Total other loans		453,408		24.56			359,843		23.02			310,835			22.24			248,586			21.89			238,656			22.66
Total loans		1,909,464		103.42			1,628,127		104.14			1,464,002			104.74			1,170,981			103.13			1,090,045			103.50
Less:
Undisbursed loans in process		43,153		2.34			46,533		2.98			50,740			3.63			21,779			1.92			24,688			2.34
Deferred fees and discounts		3		0.00			---		---			(6	)		(0.00	)		(42	)		(0.00	)		(87	)		(0.01	)
Allowance for loan losses		19,903		1.08			18,214		1.16			15,538			1.11			13,791			1.21			12,298			1.17
Net loans receivable	$	1,846,405		100.00	%	$	1,563,380		100.00	%	$	1,397,730			100.00	%	$	1,135,453			100.00	%	$	1,053,146			100.00	%

Type of Security:
Residential real estate
One- to four-family	$	395,317		21.41	%	$	414,258		26.50	%	$	352,723			25.24	%	$	326,186			28.73	%	$	316,804			30.08	%
Multi-family		172,303		9.33			137,238		8.78			151,585			10.85			128,980			11.36			118,178			11.22
Commercial real estate		647,078		35.05			502,073		32.11			463,890			33.19			329,781			29.04			296,082			28.11
Land		241,360		13.07			214,715		13.73			184,967			13.23			137,448			12.11			120,327			11.43
Commercial		355,874		19.28			281,272		17.99			247,184			17.68			202,045			17.79			191,884			18.22
Consumer and other		97,532		5.28			78,571		5.03			63,653			4.55			46,541			4.10			46,770			4.44
Total loans		1,909,464		103.42			1,628,127		104.14			1,464,002			104.74			1,170,981			103.13			1,090,045			103.50
Less:
Undisbursed loans in process		43,153		2.34			46,533		2.98			50,740			3.63			21,779			1.92			24,688			2.34
Deferred fees and discounts		3		0.00			---		---			(6	)		(0.00	)		(42	)		(0.00	)		(87	)		(0.01	)
Allowance for loan losses		19,903		1.08			18,214		1.16			15,538			1.21			13,791			1.21			12,298			1.17
Net loans receivable	$	1,846,405		100.00	%	$	1,563,380		100.00	%	$	1,397,730			100.00	%	$	1,135,453			100.00	%	$	1,053,146			100.00	%

	At June 30,
	2019					2018					2017						2016						2015
	Amount		Percent			Amount		Percent			Amount			Percent			Amount			Percent			Amount			Percent
						(Dollars in thousands)
Type of Loan:
Fixed-Rate Loans:
Residential real estate	$	254,234		13.77	%	$	207,405		13.27	%	$	189,054			13.53	%	$	172,901			15.23	%	$	171,479			16.28	%
Commercial real estate		658,874		35.68			557,556		35.66			476,132			34.06			356,613			31.41			313,361			29.75
Construction		116,304		6.30			104,995		6.72			89,542			6.40			58,330			5.14			51,973			4.94
Consumer		51,905		2.81			36,784		2.35			26,305			1.88			21,338			1.88			22,973			2.18
Commercial business		222,290		12.04			151,766		9.71			137,613			9.85			137,426			12.10			127,017			12.06
Total fixed-rate loans		1,303,607		70.60			1,058,506		67.71			918,646			65.72			746,608			65.76			686,803			65.21
Adjustable-Rate Loans:
Residential real estate		237,758		12.88			243,514		15.58			253,409			18.13			220,073			19.38			205,986			19.56
Commercial real estate		181,903		9.85			147,091		9.41			127,790			9.14			95,439			8.41			91,359			8.67
Construction		6,983		0.38			7,723		0.49			17,240			1.23			19,039			1.68			17,231			1.64
Consumer		45,629		2.47			41,787		2.67			37,346			2.67			25,203			2.22			23,797			2.26
Commercial business		133,584		7.23			129,506		8.28			109,571			7.85			64,619			5.68			64,869			6.16
Total adjustable-rate loans		605,857		32.81			569,621		39.43			545,356			39.02			424,373			37.37			403,242			38.29
Total loans		1,909,464		103.41			1,628,127		104.14			1,464,002			104.74			1,170,981			103.13			1,090,045			103.50
Less:
Undisbursed loans in process		43,153		2.34			46,533		2.98			50,740			3.63			21,779			1.92			24,688			2.34
Net deferred loan fees		3		0.00			---		---			(6	)		(0.00	)		(42	)		(0.00	)		(87	)		(0.01	)
Allowance for loan loss		19,903		1.07			18,214		1.16			15,538			1.11			13,791			1.21			12,298			1.17
Net loans receivable	$	1,846,405		100.00	%	$	1,563,380		100.00	%	$	1,397,730			100.00	%	$	1,135,453			100.00	%	$	1,053,146			100.00	%

Date: September 13, 2019	By:	/s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer)

		/s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer)

Plan Category	Number of securities to be issued upon exercise of outstanding options warrants and rights		Weighted-average exercise price of outstanding options warrants and rights		Number of Securities remaining available for future issuance under equity compensation plans

Equity Compensation Plans Approved By Security Holders		51,000	$	26.35		379,000	⁽¹⁾
Equity Compensation Plans Not Approved By Security Holders		---		---		---

		51,000	$	26.35		379,000

Regulation S-K Exhibit Number	Document
3.1(i)	Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 and incorporated herein by reference)
3.1(i)A	Amendment to Articles of Incorporation of Southern Missouri increasing the authorized capital stock of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on November 21, 2016 and incorporated herein by reference)
3.1(i)B	Amendment to Articles of Incorporation of Southern Missouri increasing the authorized capital stock of Southern Missouri (filed as an exhibit to Southern Missouri's Current Report on Form 8-K filed on November 8, 2018 and incorporated herein by reference)
3.1(ii)	Certificate of Designation for the Registrant's Senior Non-Cumulative Perpetual Preferred Stock, Series A (filed as an exhibit to the Registrant's Current Report on Form 8-K filed on July 26, 2011 and incorporated herein by reference)
3.2	Bylaws of the Registrant (filed as an exhibit to the Registrant's Current Report on Form 8-K filed on December 6, 2007 and incorporated herein by reference)
10	Material Contracts:
	1.	Registrant's 2017 Omnibus Incentive Plan (attached to the Registrant's definitive proxy statement filed on September 26, 2017, and incorporated herein by reference)
	2.	2008 Equity Incentive Plan (attached to the Registrant's definitive proxy statement filed on September 19, 2008 and incorporated herein by reference)
	3.	2003 Stock Option and Incentive Plan (attached to the Registrant's definitive proxy statement filed on September 17, 2003 and incorporated herein by reference)
	4.	1994 Stock Option and Incentive Plan (attached to the Registrant's definitive proxy statement filed on October 21, 1994 and incorporated herein by reference)"P"
	5.	Management Recognition and Development Plan (attached to the Registrant's definitive proxy statement filed on October 21, 1994 and incorporated herein by reference)"P"
	6.	Employment Agreements
		(i)	Employment Agreement with Greg A. Steffens (files as an exhibit to the Registrant's Annual Report on Form 10-KSB for the year ended June 30, 1999)
	7.	Director's Retirement Agreements
		(i)	Director's Retirement Agreement with Sammy A. Schalk (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000 and incorporated herein by reference)
		(ii)	Director's Retirement Agreement with Ronnie D. Black (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000 and incorporated herein by reference)
		(iii)	Director's Retirement Agreement with L. Douglas Bagby (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000 and incorporated herein by reference)
		(iv)	Director's Retirement Agreement with Rebecca McLane Brooks (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004 and incorporated herein by reference)
		(v)	Director's Retirement Agreement with Charles R. Love (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004 and incorporated herein by reference)
		(vi)	Director's Retirement Agreement with Charles R. Moffitt (filed as an exhibit to the Registrant's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004 and incorporated herein by reference)
		(vii)	Director's Retirement Agreement with Dennis C. Robison (filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and incorporated herein by reference)
		(viii)	Director's Retirement Agreement with David J. Tooley (filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 and incorporated herein by reference)
		(ix)	Director's Retirement Agreement with Todd E. Hensley (filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended June 30, 2015 and incorporated herein by reference)
	8.	Tax Sharing Agreement (filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference)
10.1	Named Executive Officer Salary and Bonus Arrangements
10.2	Director Fee Arrangements for 2019
11	Statement Regarding Computation of Per Share Earnings
14	Code of Conduct and Ethics (filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016).
21	Subsidiaries of the Registrant
23	Consent of Auditors
31.1	Rule 13a-14(a)/15-d14(a) Certifications
31.2	Rule 13a-14(a)/15-d14(a) Certifications
32	Section 1350 Certifications

		SOUTHERN MISSOURI BANCORP, INC.

Date:	September 13, 2019	By:	/s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Duly Authorized Representative)


By:	/s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Officer (Principal Executive Officer)	September 13, 2019

By:	/s/ L. Douglas Bagby L. Douglas Bagby Vice Chairman and Director	September 13, 2019

By:	/s/ Ronnie D. Black Ronnie D. Black Secretary and Director	September 13, 2019

By:	/s/ Sammy A. Schalk Sammy A. Schalk Director	September 13, 2019

By:	/s/ Rebecca McLane Brooks Rebecca McLane Brooks Director	September 13, 2019

By:	/s/ Charles R. Love Charles R. Love Director	September 13, 2019

By:	/s/ John R. Abercrombie John R. Abercrombie Director	September 13, 2019

By:	/s/ Dennis C. Robison Dennis C. Robison Director	September 13, 2019

By:	/s/ David J. Tooley David J. Tooley Director	September 13, 2019

By:	/s/ Todd E. Hensley Todd E. Hensley Director	September 13, 2019

By:	/s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer)	September 13, 2019

Regulation S-K Exhibit Number	Document

4	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934


10.1	Named Executive Officer Salary and Bonus Agreement for fiscal 2019


10.2	Director Fee Arrangements


11	Statement Regarding Computation of Per Share Earnings

21	Subsidiaries of the Registrant


23	Consent of Auditors

31.1	Rule 13a-14(a)/15d-14(a) Certifications

31.2	Rule 13a-14(a)(15d-14(a) Certifications

32	Section 1350 Certifications

Name and Title	Base Salary
Greg A. Steffens President and Chief Executive Officer, Southern Missouri Bancorp, Inc., and Southern Bank	$ 378,000
Matthew T. Funke Executive Vice-President and Chief Financial Officer, Southern Missouri Bancorp, Inc., and Southern Bank	217,000
Justin G. Cox Regional President, Southern Missouri Bancorp., Inc., and Southern Bank	217,000
Mark E. Hecker Executive Vice-President and Chief Credit Officer Southern Missouri Bancorp, Inc., and Southern Bank	238,000

Rick A. Windes Executive Vice-President and Chief Lending Officer Southern Missouri Bancorp, Inc., and Southern Bank	232,000


Parent

Southern Missouri Bancorp, Inc.

Subsidiaries ^(a)	Percentage of Ownership	Jurisdiction or State of Incorporation

Southern Bank	100%	Missouri
SMS Financial Services, Inc.^(b)	100%	Missouri
SB Corning, LLC^(c)	100%	Missouri
SB Real Estate Investment, LLC^(c)	100%	Missouri
Southern Bank Real Estate Investments, LLC^(d)	100%	Missouri
Southern Insurance Services, LLC^(e)	100%	Missouri

1)	I have reviewed this annual report on Form 10-K of Southern Missouri Bancorp, Inc.;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

Date:	September 13, 2019		By:	/s/ Greg A. Steffens Greg A. Steffens President and Chief Executive Office (Principal Executive Officer)
Date:	September 13, 2019		By:	/s/ Matthew T. Funke Matthew T. Funke Chief Financial Officer (Principal Financial and Accounting Officer)