SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 15, 2000
SOUTHERN MISSOURI BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 000-23406 43-1665523
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
531 Vine Street, Poplar Bluff, Missouri 63901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (573)785-1421
N/A
(Former name or former address, if changed since last report)
<PAGE>
Impact of the Branch Acquisition of Operating Performance
This amendment to the September 15, 2000 Current Report on Form 8-K on Southern
Missouri Bancorp, Inc. (the "Company") is filed for the purpose of including the
pro forma financial information required by Item 7(b).
Forward-looking Statements
When used in this filing or future filings by the Company with the Securities
and Exchange Commission, in the Company's press releases or other public or
shareholder communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project",
"believe", or similar expression are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, certain disclosures and information customarily provided
by financial institutions are inherently based upon predictions of future events
and circumstances. Furthermore, from time to time, the Company may publish other
forward-looking statements relating to such matters as anticipated financial
performance, business prospects and similar matters.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements, in order to comply with the terms of the safe
harbor. The Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements.
Some of the risks and uncertainties that may effect the operations, performance,
development and results of the Company's business, the interest rate sensitivity
of its assets and liabilities, and the adequacy of its allowance for loan
losses, include but are not limited to the following:
a. Deterioration in local, regional national or global economic
conditions which could result, among other things, in an increase in
loan delinquencies, a decrease in property values, or a change in the
housing turnover rate;
b. Changes in market interest rates or changes in the speed at which
market interest rates change;
c. Changes in laws and regulations affecting the financial services
industry;
d. Changes in competition; and
e. Changes in consumer preferences.
The Company wishes to caution readers not to place undue reliance on any
forward- looking statements, which speak only as of the date made, and to advise
readers that various factors, including those described above, could affect the
Company's financial performance and could cause the Company's actual results or
circumstances for future periods to differ materially from those anticipated or
projected.
The Company does not undertake and specifically disclaims any obligations, to
publicly release the result of any revisions that may be made to any forward-
looking statements to reflect the occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
<PAGE>
Item 2. Acquisition and Disposition of Assets
As previously reported, on September 15, 2000, Southern Missouri Bank & Trust, a
wholly-owned subsidiary of the Company, completed an acquisition of two
full-service branches of Commerce Bank located in Kennett and Qulin, Missouri
pursuant to a Purchase and Assumption Agreement ("Agreement") dated April 19,
2000. Upon completion of the Agreement, the two branches were merged with and
into the Company's wholly owned subsidiary, Southern Missouri Bank and Trust Co.
("Southern Missouri" or "Bank"). In conjunction with the acquisition, Southern
Missouri relocated its full service branch in Kennett, Missouri to the former
Commerce location.
As shown on the pro forma condensed combined consolidated balance sheet,
Southern Missouri acquired assets consisting primarily of cash, loans and
premises and equipment, as well as assuming deposit and other liabilities.
Goodwill in the amount of $3.8 million was recorded as a result of the purchase.
Loans and deposits were recorded at the carrying value of the seller, which
approximated fair value.
As shown on the pro forma condensed combined consolidated income statement, the
branches purchased were part of a larger banking organization. The condensed
income statement for the branches is based on actual results of operations,
adjusted for nonrecurring items.
Also reported, on September 15, 2000, Southern Missouri Bank & Trust reported
its completed sale of two of its branches to First State Community Bank
located in Malden and Ellington, Missouri pursuant to a Purchase and
Assumption Agreement ("Sale") dated April 27, 2000, whereby Southern Missouri
was the seller. Upon completion of the Sale, Southern Missouri dispersed
$4.2 million in cash for these two branches and transferred most of the
loans, the deposits and premises and equipment to the purchaser.
Item 7. Financial Statements, Pro Forma Financial Information
The following unaudited pro forma condensed combined financial statements ("pro
forma financial statements") have been derived from the historical financial
statements of Southern Missouri Bancorp, Inc., adjusted to give effect to the
Branch Acquisition and the Branch Sale. The pro forma financial statements
assume that the Acquisition and Sale were both consummated on June 30, 2000,
with the Branch Acquisition accounted for using the purchase method of
accounting and have been prepared to illustrate the respective effect of each
transaction.
The unaudited pro forma condensed combined income statements reflect the
combination of the historical results of operations of the Company, adjusted to
give effect to the Branch Acquisition and the Branch Sale for the fiscal year
ended June 30, 2000 and other adjustments. The unaudited pro forma condensed
combined income statements give effect to the Branch Sale and the Branch
Acquisition using the purchase method of accounting and assumes that (1) the
acquisition occurred as of the beginning of the respective periods presented,
and (2) the amount of initial goodwill equaled the amount reflected in the
unaudited pro forma condensed combined balance sheet as of June 30, 2000.
As noted above, the Branch Acquisition will be accounted for using the purchase
method of accounting. Accordingly, the pro forma adjustments made for the
purpose of preparing the pro forma financial performance are based upon current
estimates regarding the amount of goodwill (which represents the excess of the
total acquisition cost over the estimated fair value of the net assets acquired)
<PAGE>
that will arise from the acquisition and the period over which such goodwill
will be amortized. The $3.8 million of goodwill, as reflected in the unaudited
pro forma condensed combined balance sheet, represents an estimate of the excess
of the total acquisition cost over the estimated fair value of the net assets
acquired based upon currently available information. In the opinion of the
Company's management, the estimates used in the preparation of these pro forma
financial statements are reasonable under the circumstances.
The resultant company expects to achieve benefits from the acquisition and sale
including operational cost savings and revenue enhancements. These pro forma
financial statements do not reflect any potential cost savings or revenue
enhancements that are expected to result from the combination of the operations
of the Company and the acquired branches other than the projected deployment of
excess cash into and, accordingly may not be indicative of the results of future
operations. No assurances can be given with respect to the ultimate level of
cost savings or revenue enhancements to be realized. As a result, these pro
forma financial statements are not necessarily indicative of either the result
of operations or financial condition that would have been achieved had the
acquisition and sale had in fact occurred on the dates indicated, nor do they
purport to be indicative of the results of operations or financial condition
that may be achieved in the future by the combined company.
<PAGE>
SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Southern
Missouri Commerce
Southern Branches Branches Pro Forma Footnote Pro Forma
Missouri Sold(1) Purchased(2) Adjustment Reference Combined
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 4,470 (4,154) 14,021 (7,000) (3) 7,337
Investment securities 36,761 36,761
Total loans 139,702 (8,519) 25,538 156,721
Allowance for loan losses (1,277) (250) (1,527)
Premises and equipment 2,549 (6) 256 1,351 (4) 4,150
Accrued interest
receivable 1,152 (31) 366 1,487
Other assets 1,034 1,034
Goodwill 5,178 (1,351) (4)(5) 3,827
------- ------- ------- ------- ------
Total assets $ 184,391 (12,710) 45,109 (7,000) 209,790
======= ======= ======= ======= =======
Liabilities and capital:
Deposits $ 123,920 (13,201) 44,739 155,458
FHLB advances 37,000 (7,000) (3) 30,000
Accrued interest
payable 956 (122) 302 1,136
Other liabilities 1,058 226 68 1,352
Shareholders' equity 21,457 387 21,844
------- ------- ------- ------- -------
Total liabilities
and capital $ 184,391 (12,710) 45,109 (7,000) 209,790
======= ======= ======= ======= =======
</TABLE>
See notes to the unaudited pro forma condensed combined consolidated financial
statements.
<PAGE>
SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED JUNE 30, 2000
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Southern
Missouri Commerce
Southern Branches Branches Pro Forma Footnote Pro Forma
Missouri Sold(6) Purchased(7) Adjustment Reference Combined
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 12,290 (719) 2,192 13,763
Interest expense 6,919 (622) 1,676 (455) (8) 7,518
------ ------ ------ ------ ------
Net interest income 5,371 (97) 516 455 6,245
Provision for loan losses 215 - - 215
Noninterest income 568 (84) 355 839
Noninterest expense 3,714 (218) 952 297 (9) 4,745
------ ------ ------ ------ ------
Income before income taxes 2,010 37 (81) 158 2,124
Income taxes 690 14 (31) 60 (10) 733
------ ------ ------ ------ ------
Net income $ 1,320 23 (50) 98 1,391
====== ====== ====== ====== ======
Basic earnings per share $ 1.03 (11) $ 1.09
====== ======
Diluted earnings per share $ 1.02 (11) $ 1.08
====== ======
</TABLE>
See notes to the unaudited pro forma condensed combined consolidated financial
statements.
<PAGE>
SOUTHERN MISSOURI BANCORP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
(1) Tangible assets sold and liabilities assumed by the purchasers are shown
at the carrying value of Southern Missouri. The price paid to Southern
Missouri for assets sold in addition to the assumption of liabilities was
$650,000. Southern Missouri will recognize a net gain on sale of these
branches after tax of approximately $387,000.
(2) Tangible assets acquired and liabilities assumed are shown at their
carrying values on the books of Commerce Bank.
(3) Represents $7 million in excess cash that will be used to repay
FHLB advances.
(4) Represents the estimated fair market value adjustment related to premises
and equipment. This adjustment relates primarily to real properties and
will be depreciated over the expected useful lives of the properties.
(5) Represents the excess of the total direct acquisition costs of the fair
value of liabilities assumed over the fair value of assets acquired.
Goodwill is expected to be amortized on a straight line basis over 15
years.
(6) Represents the operating results of the branches sold for the period
ended June 30, 2000.
(7) Represents the operating results of the branches purchased for the period
ended June 30, 2000, adjusted for nonrecurring items.
(8) Represents the reduction in interest expense for the FHLB advances repaid
with the excess cash.
(9) Represents the amortization expense of goodwill and the increase in
depreciation expense for the fair value adjustment of premises and
equipment.
(10) Represents the tax effect of the pro forma adjustment at 38 percent.
(11) Basic earnings per share is calculated on weighted average shares
outstanding of 1,277,562 and diluted earnings per share is calculated
on weighted average shares outstanding of 1,291,058 for the year ended
June 30, 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHERN MISSOURI BANCORP, INC.
Date: October 4, 2000 By:/s/ GREG A. STEFFENS
-----------------------------
Greg A. Steffens
Chief Financial Officer
<PAGE>
