SOUTHERN MISSOURI BANCORP, INC. (SMBC) FY 2022 MD&A

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

SELECTED CONSOLIDATED FINANCIAL INFORMATION

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The following tables set forth selected consolidated financial information and other financial data of the Company. The summary statement of financial condition information and statement of income information are derived from our consolidated financial statements, which have been audited by FORVIS LLP. See Item 8. “Financial Statements and Supplementary Data.”  Results for past periods are not necessarily indicative of results that may be expected for any future period.

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This discussion and analysis reviews our consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the Consolidated Financial Statements and notes thereto, which are included in Item 8 of this Form 10-K. You should read the information in this section in conjunction with the business and financial information regarding us as provided in this Form 10-K.

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 originated for sale on 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 and data processing 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 and multi-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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to have on financial condition or results of operations to the extent the information is material and reasonably available. this information should include why each critical accounting estimate is subject to uncertainty and, to the extent the information is material and reasonably available, how much each estimate and/or assumption has

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changed over a relevant period, and sensitivity of the reported amount to the methods, assumptions and estimates underlying its calculation.

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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 of this Form 10-K 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.

Allowance for Credit Losses. The Company's allowance for credit losses is its estimate of credit losses expected in the loan portfolio, on unfunded lending commitments, or in its available-for-sale securities portfolio over the expected life of those assets. While these estimates are based on substantive methods for determining the required allowance, actual outcomes may differ significantly from estimated results, especially when determining required allowances for larger, complex commercial credits or unfunded lending commitments to commercial borrowers. Consumer loans, including single family residential real estate, are individually smaller and generally behave in a similar manner, and loss estimates for these credits are considered more predictable. Additionally, the Company estimates the allowance for credit losses as a calculation of expected lifetime credit losses utilizing a forward-looking forecast of macroeconomic conditions, which may differ significantly from actual results. Further discussion of the methodology used in establishing the allowance is provided in Note 1 and Note 3 to the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, and in the “Financial Condition – Loans” and “Allowance for Credit Losses” sections of this Item 7.

FINANCIAL CONDITION

General. The Company experienced balance sheet growth in fiscal 2022, with total assets of $3.2 billion at June 30, 2022, reflecting an increase of $514.2 million, or 19.0%, as compared to June 30, 2021. Asset growth was comprised mainly of increases in loans and available-for-sale (“AFS”) securities.

Cash and equivalents. Cash and cash equivalents were $86.8 million at June 30, 2022, a decrease of $36.8 million, or 29.8%, as compared to June 30, 2021. The decrease was primarily a result of loan growth outpacing deposit growth during the period. Interest-bearing time deposits were $4.8 million at June 30, 2022, an increase of $3.8 million, or 387.0% as compared to June 30, 2021.

Investments. Available-for-sale (AFS) securities were $235.4 million at June 30, 2022, an increase of $28.4 million, or 13.7%, as compared to June 30, 2021. The Company increased residential and commercial mortgage-backed securities (MBS), and collateralized mortgage obligations (CMOs), while holdings of municipal securities and obligations of states and political subdivisions declined.

Loans. Loans, net of the allowance for credit losses, were $2.7 billion at June 30, 2022, an increase of $486.0 million, or 22.1%, as compared to June 30, 2021.

Inclusive of the Fortune acquisition, the loan portfolio showed growth during the year ended June 30, 2022, in commercial and residential real estate loans, along with a modest contribution from consumer loans. Residential real estate loan balances increased due to growth in single and multi-family loans. Commercial real estate balances increased primarily from loans secured by nonresidential structures, along with growth in loans secured by farmland.

Nonperforming loans were $4.1 million, or 0.15% of gross loans, at June 30, 2022, as compared to $5.9 million, or 0.26% of gross loans at June 30, 2021. The decrease in nonperforming loans over the fiscal year was attributed

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primarily to the return to accrual status of one relationship secured by single-family residential rental properties, partially offset by an increase of $654,000 relating to the Fortune acquisition.

Allowance for Credit Losses. Our ACL at June 30, 2022, totaled $33.2 million, representing 1.22% of gross loans and 806.2% of nonperforming loans, as compared to $33.2 million, representing 1.49% of gross loans and 566.1% of nonperforming loans at June 30, 2021. The Company has estimated its credit losses as of June 30, 2022, under ASC 326-20, and management believes the ACL as of that date is adequate based on that estimate; however, there remains significant uncertainty regarding the possible length of time before economic activity fully recovers from the COVID-19 pandemic, including uncertainty regarding the effectiveness of recent efforts by the U.S. government and Federal Reserve to respond to the pandemic and its economic impact. Management continues to consider the potential impact of the lengthy pandemic on its consumer and business borrowers, particularly those business borrowers most affected by efforts to contain the pandemic, most notably including our borrowers in the hotel industry. See also, “Provision for Credit Losses, under Comparison of Operating Results for the Years Ended June 30, 2022 and 2021”.

The Company regularly reviews its ACL and makes adjustments to its balance based on management’s estimate of (1) the total expected losses included in the Company’s financial assets held at amortized cost, which is limited to the Company’s loan portfolio, and (2) any credit deterioration in the Company’s available-for-sale securities as of the balance sheet date. The Company holds no securities classified as held-to-maturity. Although the Company maintains its ACL at a level that it considers sufficient to provide for losses, there can be no assurance that future losses will not exceed internal estimates. In addition, the amount of the ACL is subject to review by regulatory agencies, which can order the Company to record additional allowances. The required ACL has been estimated based upon the guidelines in ASC Topic 326, Financial Instruments – Credit Losses. For a summary of changes in the ACL during the current and prior fiscal years, and a breakdown of the ACL by loan category as of the current and prior fiscal year end, see Description of Business – Asset Quality, Allowance for Credit Losses, contained within Item 1 of this Form 10-K.

The estimate involves consideration of quantitative and qualitative factors relevant to the loans as segmented by the Company, and is based on an evaluation, at the reporting date, of historical loss experience and peer data, coupled with qualitative adjustments to address current economic conditions and credit quality, and reasonable and supportable forecasts. Specific qualitative factors considered include, but may not be limited to:

●Changes in lending policies and/or loan review system

●National, regional, and local economic trends and/or conditions

●Changes and/or trends in the nature, volume, or terms of the loan portfolio

●Experience, ability, and depth of lending management and staff

●Levels and/or trends of delinquent, non-accrual, problem assets, or charge offs and recoveries

●Concentrations of credit

●Changes in collateral values

●Agricultural economic conditions

●Risks from regulatory, legal, or competitive factors

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At our June 30, 2020, fiscal year end, prior to the adoption of ASU 2016-13, the Company’s ALLL was $25.1 million. Upon adoption of the standard, effective July 1, 2020, the Company increased the ACL by $8.9 million, related to the transition from the incurred loss model to the CECL ACL model, increased the ACL by $434,000 related to the transition from purchased credit impaired to purchased credit deteriorated methodology, and reduced retained earnings by $6.9 million, net of deferred taxes, through a one-time cumulative effect adjustment. During fiscal 2021, the ACL decreased by an additional $1.2 million, reflecting a recovery of provision for credit losses on loan balances outstanding of $602,000, and net charge offs of $648,000. The recovery was based on the estimated required ACL, reflecting management’s estimate of the current expected credit losses on the Company’s loan balances outstanding at June 30, 2021, and as of that date the Company’s ACL was $33.2 million. As of June 30, 2022 the ACL totaled $33.2 million. While the Company’s management believes the ACL at June 30, 2022, is adequate, based on that estimate, there remains significant uncertainty as the economy recovers from the COVID-19 pandemic and the Federal Reserve Board withdraws accommodative monetary policy that was put into effect to respond to the pandemic and its economic impact.

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Provisions of the CARES Act and subsequent legislation allowed financial institutions the option to temporarily suspend certain requirements under U.S. GAAP related to TDRs for certain loans that were otherwise current and performing prior to the COVID-19 pandemic, but for which borrowers experienced or expected difficulties due to the impact of the pandemic. Initially, the Company generally granted deferrals under this program for three-month periods, while interest-only modifications were generally for six-month periods. Some borrowers were granted additional periods of deferral or interest-only modifications. During that period, the Company did not account for these loans as TDRs. As of June 30, 2022, four loans, totaling approximately $24.2 remain on interest-only payment modifications. One of these loans, totaling $9.3 million, remains a “special mention” credit at June 30, 2022, while the other three loans totaling $14.9 million, have been adversely classified as “substandard” credits. All four loans are scheduled to transition to principal and interest payments in the first quarter of fiscal 2023.

Premises and Equipment. Premises and equipment increased to $71.3 million, up $7.3 million, or 11.3%, as compared to June 30, 2021. The increase was due primarily to acquisition activity, remodeling investments in existing facilities, capitalization of right-of-use assets on new facilities and ground leases, and investments in furniture, fixtures, 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, 2022, the cash surrender value of all such policies was $48.7 million, up $4.9 million, or 11.2%, as compared to June 30, 2021, attributable primarily to the Fortune acquisition.

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. 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. 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. The May 2020 Central Federal Acquisition resulted in a bargain purchase gain of $123,000 and a $540,000 core deposit intangible, which is being amortized over a six-year period using the straight-line method. The December 2021 Cairo acquisition resulted in goodwill of $442,000 and a $168,000 core deposit intangible, which is being amortized over a seven-year period using the straight-line method. The February 2022 Fortune acquisition resulted in goodwill of $12.8 million and a $1.6 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 $2.8 billion at June 30, 2022, an increase of $484.3 million, or 20.8%, as compared to June 30, 2021. This increase primarily reflected increases in interest-bearing transaction accounts, time deposits, noninterest-bearing transaction accounts, money market deposit accounts, and savings accounts. Since June 30, 2021, the Company’s public unit deposits increased by $146.8 million, to total $473.3 million at June 30, 2022, with the increase primarily resulting from higher nonmaturity balances held by our existing customer base, as well as public unit deposits assumed in the Fortune and Cairo acquisitions. Since June 30, 2021, brokered certificates of deposit increased by $5.9 million, to total $10.8 million at June 30, 2022, while brokered nonmaturity deposits declined $8.0 million to $12.0 million at June 30, 2022. Our discussion of brokered deposits excludes those deposits originated through reciprocal arrangements. We continued to utilize reciprocal deposit programs, and at fiscal year end, we had placed deposits of $387.9 million through reciprocal programs, up from $260.5 million a year earlier. At June 30, 2022, $278.0 million reflected deposits we had placed on behalf of our public unit depositors, up from $157.4 million a year ago. The average loan-to-deposit ratio for the fourth quarter of fiscal 2022 was 95.2%, as compared to 93.0% for the same period of the prior fiscal year.

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Borrowings. FHLB advances were $38.0 million at June 30, 2022, a decrease of $19.6 million, or 34.0%, as the Company’s deposit inflows outpaced loan demand and investment portfolio growth. The Company held no overnight advances at June 30, 2022, or June 30, 2021.

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 $2.7 million at June 30, 2022, relatively unchanged as compared to June 30, 2021. 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 $5.4 million at June 30, 2022, relatively unchanged as compared to June 30, 2021. In connection with the Fortune acquisition, the Company assumed $7.5 million in fixed-to-floating rate subordinated notes. The notes had been issued in May 2021 by Fortune to a multi-lender group, bear interest through May 2026 at a fixed rate of 4.5%, and will bear interest thereafter at SOFR plus 3.77%. The notes will be redeemable at par beginning in May 2026, and mature in May 2031. The carrying value of the notes was approximately $7.7 million at June 30, 2022.

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Stockholders’ Equity. The Company’s stockholders’ equity was $320.8 million at June 30, 2022, an increase of $37.3 million, or 13.2%, as compared to June 30, 2021. The increase was attributable primarily to $22.9 million in equity issued to Fortune shareholders, as well as to earnings retatined after cash dividends paid, partially offset by a $20.4 million reduction in accumulated other comprehensive income (loss) as the market value of the Company’s investments declined due to increases in market interest rates, and by $5.8 million utilized for repurchases of 132,194 shares of the Company’s common stock during the fiscal year, at an average price of $44.17 per share.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021

Net Income. The Company’s net income for the fiscal year ended June 30, 2022, was $47.2 million, roughly unchanged as compared to the prior fiscal year.

Net Interest Income. Net interest income for fiscal 2022 was $103.6 million, an increase of $10.9 million, or 11.7%, when compared to the prior fiscal year. The increase, as compared to the prior fiscal year, was attributable to a 13.1% increase in the average balance of interest-earning assets, partially offset by a decrease in the net interest margin, from 3.77% to 3.72%. Average earning asset balance growth was due primarily to loan growth and increases in investment securities, as well as the effect of the Fortune acquisition. Additionally, significantly higher average cash and cash equivalent balances contributed to the increase in average earning assets, but reduced the Company’s net interest margin.

Interest Income. Interest income for fiscal 2022 was $116.9 million, an increase of $7.4 million, or 6.8%, when compared to the prior fiscal year. The increase was due to an increase of $322.9 million, or 13.1%, in the average balance of interest-earning assets, partially offset by a 25 basis point decrease in the average yield earned on interest-earning assets, from 4.45% in fiscal 2021, to 4.20% in fiscal 2022.

Interest income on loans receivable for fiscal 2022 was $111.5 million, an increase of $6.4 million, or 6.1%, when compared to the prior fiscal year. The increase was due to a $254.8 million increase in the average balance of loans receivable, partially offset by a 24 basis point decrease in the average yield earned on loans receivable. The decrease in the average yield was attributed primarily to origination and repricing of loans and borrower refinancing as average market interest rates decreased significantly compared to the prior fiscal year.

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Interest income on the investment portfolio and other interest-earning assets was $5.4 million for fiscal 2022, an increase of $974,000, or 22.2%, when compared to the prior fiscal year, attributable to a 23.4% increase in the average balance of such assets, partially offset by a two basis point decrease in the yield on these assets. The decrease in average yield was attributable to the increase in cash and cash equivalents and a decrease in yield on debt securities, partially offset by an increase in the average balance and yield on mortgage-backed securities.

Interest Expense. Interest expense was $13.3 million for fiscal 2022, a decrease of $3.5 million, or 20.8%, when compared to the prior fiscal year. The decrease was due to a 25 basis point decrease in the average rate paid on interest-bearing liabilities, from 0.84% in fiscal 2021, to 0.59% in fiscal 2022, partially offset by an increase of $234.0 million, or 11.7%, in the average balance of interest-bearing liabilities.

Interest expense on deposits was $11.8 million for fiscal 2022, a decrease of $3.1 million, or 20.6%, when compared to the prior fiscal year. The decrease was due to a 23 basis point decrease in the average rate paid on interest-bearing deposits, partially offset by the $253.5 million increase in the average balance of those deposits. The decrease in the average rate paid on deposits was attributable primarily to lower market interest rates over the course of fiscal 2022, as compared to the prior fiscal year.

Interest expense on FHLB advances was $792,000 million for fiscal 2022, a decrease of $574,000, or 42.0%, when compared to the prior fiscal year. The decrease was due to a $22.5 million decrease in the average balance of these advances, combined with a 24 basis point decrease in the average rate paid on advances. The decrease in the average rate paid was attributable primarily to the maturity of advances that had carried higher rates, combined with the assumption of advances at lower rates in the Fortune acquisition.

Provision for Credit Losses. The Company recorded a provision for credit losses (PCL) of $1.5 million for fiscal 2022, as compared to a negative PCL of $1.0 million for the prior fiscal year. In the current period, the PCL was attributable to the $1.9 million charge required to fund the ACL for purchased credit deteriorated (PCD) loans acquired in the Fortune acquistion, along with a charge of $120,000 to fund to the allowance for off-balance sheet credit exposures acquired in the Fortune acquisition. Exclusive of the charges required as a result of the Fortune acquisition, the Company would have recorded a negative PCL of approximately $533,000 in the current year, reflecting a decrease in the Company’s required ACL on outstanding loan balances, partially offset by an increase in the required allowance for off-balance sheet credit exposure. Negative provisioning, exclusive of the impact of the Fortune acquisition, in the year ended June 30, 2022, was attributed primarily to an improved outlook regarding the economic environment resulting as the economy recovers from the effects of the COVID-19 pandemic, and the Company notes less uncertainty regarding the potential adverse impact on its borrowers, generally low and consistent levels of net charge offs, and a reduction in delinquent or adversely classified credits, and nonperforming loans. While the Company assesses that the economic outlook has continued to improve during the current year as compared to the year ended June 30, 2021, there remains significant uncertainty as economic activity recovers from the COVID-19 pandemic and the Federal Reserve withdraws accommodative monetary policy that was put into effect to respond to the pandemic and its economic impact. In the prior period, the negative PCL was due both to a $602,000 reduction in the Company’s required ACL on outstanding loan balances, as well as a $422,000 reduction in the Company’s required allowance for off-balance sheet credit exposure. Our ACL at June 30, 2022, totaled $33.2 million, representing 1.22% of gross loans and 806% of nonperforming loans, as compared to an ACL of $33.2 million, representing 1.49% of gross loans and 566% of nonperforming loans at June 30, 2021.  As a percentage of average loans outstanding, the Company recorded net charge offs of less than one basis point during fiscal year 2022, as compared to net charge offs of 0.04% in the prior fiscal year. (See Note 1 and Note 3 of the Notes to Consolidated Financial Statements, “Critical Accounting Policies” and “Financial Condition – Allowance for Credit Losses” in this Item 7, and “Asset Quality” in Item 1 of this Form 10-K.)

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Noninterest Income. Noninterest income was $21.2 million for fiscal 2022, an increase of $1.2 million, or 5.8%, when compared to the prior fiscal year. Deposit service charge income, loan fees, nondeposit investment products, gains on the sale of the guaranty portion of newly originated government-guaranteed loans, and other income contributed to the year-over year increase, partially offset by a decrease in gains on sale of residential loans originated into the secondary market, loan servicing income, and earnings on bank-owned life insurance (BOLI).

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Noninterest Expense. Noninterest expense was $63.4 million for fiscal 2022, an increase of $9.3 million, or 17.3%, when compared to the prior fiscal year. The increase included $1.4 million in charges related to merger and acquisition activity, which was primarily attributable to data processing, compensation, and legal fees. In total, the increase in noninterest expense was attributable primarily to compensation and benefits, occupancy expenses, data processing expenses, and other noninterest expenses. The increase in compensation and benefits as compared to the prior year period primarily reflected compensation adjustments over the prior year, one-time compensation attributable to the Fortune acquisition, increased headcount for part of the fiscal year resulting from the acquisition, and a modest trend increase in legacy employee headcount. Compensation adjustments which took effect in January 2022 were, as expected, above historical trends. Data processing expenses increased primarily as a result of data conversion charges associated with the Fortune acquisition. Occupancy expenses increased due to remodeled and relocated facilities, facilities added through the Fortune acquisition, a de novo facility, new ATM and ITM installations and other equipment purchases, and charges for maintenance of facilities and grounds. Other noninterest expenses increased due to miscellaneous acquisition-related expenses, expenses related to loan originations, and expenses related to employee travel and training.

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Provision for Income Taxes. The Company recorded an income tax provision of $12.7 million for fiscal 2022, an increase of $210,000, or 1.7%, as compared to the prior fiscal year, attributable to higher pre-tax income, and an increase in the effective tax rate to 21.3% for fiscal 2022, as compared to 21.0% for fiscal 2021.

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COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 2021 AND 2020

Net Income. The Company’s net income available for the fiscal year ended June 30, 2021, was $47.2 million, an increase of $19.6 million, or 71.3%, as compared to the prior fiscal year.

Net Interest Income. Net interest income for fiscal 2021 was $92.7 million, an increase of $12.6 million, or 15.7%, when compared to the prior fiscal year. The increase, as compared to the prior fiscal year, was attributable to a 14.2% increase in the average balance of interest-earning assets, combined with an increase in the net interest margin, from 3.72% to 3.77%. Average earning asset balance growth was due primarily to loan growth, including higher average balances resulting from PPP loans outstanding over the course of the fiscal year and other loan growth, as well as the effect of the late-fiscal 2020 Central Federal Acquisition. Additionally, significantly higher average cash and cash equivalent balances contributed to the increase in average earning assets, but reduced the Company’s net interest margin. The average balance of investment securities was modestly higher.

As a material amount of PPP loans were forgiven and therefore repaid ahead of their scheduled maturity during fiscal 2021, the Company recognized accelerated accretion of interest income from deferred origination fees on these loans. In fiscal 2021, this component of interest income totaled $3.4 million, adding 14 basis points to the net interest margin, with no comparable item in the prior fiscal year. Loan discount accretion and deposit premium amortization related to the Company’s August 2014 acquisition of Peoples Bank of the Ozarks, the June 2017 acquisition of Capaha Bank, the February 2018 acquisition of Southern Missouri Bank of Marshfield, the Gideon Acquisition, and the Central Federal Acquisition, resulted in $1.9 million in net interest income for fiscal 2021, as compared to $1.8 million in net interest income for fiscal 2020. The Company generally expects this component of net interest income will continue to decline over time, although volatility may occur to the extent we have periodic resolutions of specific loans. Combined, these components of net interest income contributed eight basis points to net interest margin in fiscal 2021, unchanged from a contribution of eight basis points in fiscal 2020. Additionally, in fiscal 2020, the Company recognized an additional $767,000 in interest income as a result of the resolution of a limited number of nonperforming loans, with no material contribution from similar resolutions in fiscal 2021. This recognition of interest income in the year-ago period contributed four basis points to net interest margin.

Interest Income. Interest income for fiscal 2021 was $109.5 million, an increase of $2.4 million, or 2.3%, when compared to the prior fiscal year. The increase was due to an increase of $306.7 million, or 14.2%, in the average balance of interest-earning assets, partially offset by a 52 basis point decrease in the average yield earned on interest-earning assets, from 4.97% in fiscal 2020, to 4.45% in fiscal 2021.

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Interest income on loans receivable for fiscal 2021 was $105.1 million, an increase of $2.9 million, or 2.9%, when compared to the prior fiscal year. The increase was due to a $208.3 million increase in the average balance of loans receivable, partially offset by a 37 basis point decrease in the average yield earned on loans receivable. The decrease in the average yield was attributed primarily to origination and repricing of loans and borrower refinancing as average market interest rates decreased significantly compared to the prior fiscal year, as the economy was impacted by the COVID-19 pandemic. The decrease in loan yields generally was partially offset by the accelerated accretion of deferred origination fees on PPP loans detailed above.

Interest income on the investment portfolio and other interest-earning assets was $4.4 million for fiscal 2021, a decrease of $524,000, or 10.6%, when compared to the prior fiscal year. The decrease was due to a 105 basis point decrease in the average yield earned on these assets, partially offset by a $98.4 million increase in the average balance of these assets. The notable decrease in average yield and increase in average balances was attributable primarily to the increase in cash and cash equivalents.

Interest Expense. Interest expense was $16.8 million for fiscal 2021, a decrease of $10.1 million, or 37.6%, when compared to the prior fiscal year. The decrease was due to a 63 basis point decrease in the average rate paid on interest-bearing liabilities, from 1.47% in fiscal 2020, to 0.84% in fiscal 2021, partially offset by an increase of $176.1 million, or 9.6%, in the average balance of interest-bearing liabilities.

Interest expense on deposits was $14.9 million for fiscal 2021, a decrease of $9.2 million, or 38.2%, when compared to the prior fiscal year. The decrease was due to a 63 basis point decrease in the average rate paid on interest-bearing deposits, partially offset by the $199.9 million increase in the average balance of those deposits. The decrease in the average rate paid on deposits was attributable primarily lower market interest rates over the course of fiscal 2021, as compared to the prior fiscal year.

Interest expense on FHLB advances was $1.4 million for fiscal 2021, a decrease of $566,000, or 29.3%, when compared to the prior fiscal year. The decrease was due to a $21.3 million decrease in the average balance of these advances, combined with a 14 basis point decrease in the average rate paid on advances. The decrease in the average rate paid was attributable primarily to market declines in borrowing rates available on average during fiscal 2021, as compared to the prior fiscal year.

Provision for Credit Losses. The Company recorded a negative provision for credit losses of $1.0 million for fiscal 2021, as compared to a provision for loan losses of $6.0 million for the prior fiscal year. The negative provision in the current period was due both to a $602,000 reduction in the Company’s required allowance for credit losses on outstanding loan balances, as well as a $422,000 reduction in the Company’s required allowance for off-balance sheet credit exposure. (In the prior fiscal year, the provision for off-balance sheet credit exposure was reported as a component of noninterest expense.) Reduced provisioning was attributed primarily to a generally improved economic outlook as compared to the year-ago period, moderated growth in unguaranteed loan balances, along with relatively consistent levels of net charge offs, and reductions in adversely classified credits, delinquent loans, and nonperforming loans. As a percentage of average loans outstanding, the negative provision for credit losses in the current fiscal year represented a recovery of 0.05%, while the Company recorded net charge offs during the current fiscal year of 0.03%. During the prior fiscal year, the provision for loan losses as a percentage of average loans outstanding represented a charge of 0.31%, while the Company recorded net charge offs of 0.04% (annualized). (See Note 1 and Note 3 to the consolidated financial statements, “Critical Accounting Policies” and “Financial Condition – Allowance for Credit Losses” in this Item 7, and “Asset Quality” in Item 1 of this Form 10-K.)

Noninterest Income. Noninterest income was $20.0 million for fiscal 2021, an increase of $5.3 million, or 35.9%, when compared to the prior fiscal year. The increase was due primarily to increased gains realized on the sale of residential real estate loans originated for that purpose, loan servicing income, bank card interchange income, earnings on bank owned life insurance (BOLI), and other income, partially offset by a decrease in deposit account service charges and fees. Gains realized on the sale of residential real estate loans originated for that purpose increased due increased to refinancing and home-buying activity in the low market rate environment. Loan servicing income increased as the

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Company saw increases in the dollar amount of loans serviced, and recognized a $369,000 increase in the fair value of mortgage servicing rights, as compared to a $391,000 decrease in fair value recognized in the prior fiscal year. Bank card interchange income improved as a result of increases in the number and dollar amount of card transactions. Earnings on BOLI increased due to $696,000 in nonrecurring benefits in fiscal 2021. Deposit account service charges decreased as NSF activity was reduced.

Noninterest Expense. Noninterest expense was $54.0 million for fiscal 2021, a decrease of $405,000, or 0.7%, when compared to the prior fiscal year. The decrease in noninterest expense was attributable primarily to expenses included in the prior fiscal year’s results related to the Central Federal acquisition, which totaled $1.2 million, as compared to no material charges for comparable activity in the current fiscal year. Additionally, as noted in “Provision for Credit Losses” above, in the prior year, the provision for off-balance sheet credit exposure, which totaled $648,000, was reported as a component of noninterest expense. The Company reported higher compensation expense, deposit insurance premiums, and occupancy expenses, while expenses related to and losses on the disposition of foreclosed real estate, amortization of core deposit intangibles, data processing expenses, and other expenses were lower. Compensation and occupancy increased as the Company added two facilities, and provided standard year-over-year compensation adjustments, although these came in a more challenging environment for recruitment and retention. The increase in deposit insurance premiums reflected a return to normalized levels for premiums after the Company benefitted from one-time assessment credits for much of the prior fiscal year. Data processing expenses were reduced due to inclusion in the prior fiscal year’s results of charges relating to the Central Federal acquisition, including contract termination charges, and other expenses were lower due in part to losses recognized in fiscal 2020 on disposal of former bank facilities that had been obtained in earlier acquisitions.

Provision for Income Taxes. The Company recorded an income tax provision of $12.5 million for fiscal 2021, an increase of $5.6 million, or 81.9%, as compared to the prior fiscal year, attributable to higher pre-tax income, and an increase in the Company’s effective tax rate, to 21.0% for fiscal 2021, as compared to 20.0% for fiscal 2020. The higher effective tax rate was attributable primarily to reduced tax-advantaged investments relative to the Company’s pre-tax income.

LIQUIDITY AND CAPITAL RESOURCES

Southern Missouri’s primary potential sources of funds include deposit growth, FHLB advances, amortization and prepayment of loan principal, investment maturities and sales, and capital generated from ongoing operations. 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, 2022, the Bank had outstanding commitments to extend credit of $707.7 million (including $584.1 million in unused lines of credit). Total commitments to originate fixed-rate loans with terms in excess of one year were $240.0 million at rates ranging from 2.19% to 6.75%, with a weighted-average rate of 4.67%. Management anticipates that current funding sources will be adequate to meet foreseeable liquidity needs.

For the fiscal year ended June 30, 2022, Southern Missouri increased deposits by $484.3 million. The Company decreased FHLB advances by $19.6 million. During the prior fiscal year, Southern Missouri increased deposits by $146.0 million and decreased FHLB advances by $12.5 million. At June 30, 2022, the Bank had reported $889.7 million of its single-family residential and commercial real estate loan portfolios as eligible collateral to the FHLB for available credit of approximately $539.5 million, of which $38.2 million was advanced, while $331,000 was encumbered in relation to residential real estate loans sold onto the secondary market through FHLB, and $305,000 was utilized for the issuance of letters of credit to secure public unit deposits. The Bank had also pledged $304.8 million of its agricultural real estate and agricultural operating and equipment loans to the Federal Reserve Bank of St. Louis’s discount window

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for available credit of approximately $248.1 million, as of June 30, 2022, none of which was advanced. In addition, the Bank has the ability to identify eligible loans within several of its other loan portfolios, including, for example, its multi-family residential real estate, home equity, or commercial business loans, for additional credit availability with the FHLB. In total, FHLB borrowings are limited to 45% of Bank assets, or approximately $1.5 billion as most recently reported by the FHLB on June 30, 2022, which means that an amount up to $1.5 billion 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 Bank of St. Louis, 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, 2022, the Bank had $377.8 million in CDs maturing within one year and $2.2 billion in other deposits without a specified maturity, as compared to $358.8 million in CDs maturing within one year and $1.8 billion in other deposits without a specified maturity as of June 30, 2021. Management believes that most maturing interest-bearing liabilities will be retained or replaced by new interest-bearing liabilities. Also, at June 30, 2022, the Bank had no overnight advances from the FHLB, $8.0 million in term FHLB advances maturing within one year, and $30.2 million in FHLB advances with a maturity date in excess of one year. Of the advances with maturity dates in excess of one year, $5.0 million was eligible for early redemption by the lender within one year.

We also incur capital expenditures on an ongoing basis to expand and improve our product offerings, enhance and modernize our technology infrastructure, and to introduce new technology-based products to compete effectively in our markets. We evaluate capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and our expected return on investment. The amount of capital investment is influenced by, among other things, current and projected demand for our services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations. At June 30, 2022, we had other future obligations and accrued expenses of $1.5 million. Based on our current capital allocation objectives, during fiscal 2023 we project expending approximately $4.0 million to $6.0 million of cash for capital investment in technology, property, plant and equipment. In addition, for the fiscal year ending June 30, 2023, we project that our fixed commitments will include (i) $442,000 of operating and finance lease and other fixed payments and (ii) $1.1 million of scheduled interest payments on subordinate notes. We believe that our liquid assets combined with the available lines of credit provide adequate liquidity to meet our current financial obligations for at least the next 12 months.

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 Board is also authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.

At June 30, 2022, the Bank exceeded regulatory capital requirements with tier 1 leverage, total risk-based capital, and tangible common equity capital of $325.2 million, $352.2 million and $325.2 million, respectively. The Bank’s tier 1 capital represented 10.22% of total adjusted assets and 11.91% of total risk-weighted assets, while total risk-based capital was 12.90% of total risk-weighted assets, and tangible common equity capital was 11.91% 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% of risk-weighted assets. 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% of risk-weighted assets.

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At June 30, 2022, the Company exceeded regulatory capital requirements with tier 1 leverage, total risk-based capital, and tangible common equity capital of $335.3 million, $370.0 million and $320.0 million, respectively. The Company’s tier 1 capital represented 10.41% of total adjusted assets and 12.16% of total risk-weighted assets, while total risk-based capital was 13.42% of total risk-weighted assets, and tangible common equity capital was 11.61% 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% of risk weighted assets.

See Item 1 – Business – Regulation, and Note 11 of the Notes to the Consolidated Financial Statements contained in Item 8 of this Form 10-K for additional detail on the Company’s capital requirements.

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 following table 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

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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.

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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.

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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).

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