10-Q 1 smbc-10q093018.htm QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2018

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended September 30, 2018
OR

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

For the transition period from                to

Commission file number   0-23406
Southern Missouri Bancorp, Inc.(Exact name of registrant as specified in its charter)

 
Missouri
 
43-1665523
 
(State or jurisdiction of incorporation)
 
(IRS employer id. no.)

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

(573) 778-1800Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
X
No
 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
X
No
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer
 
Accelerated filer
X
Non-accelerated filer
 
Smaller reporting company
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act)

Yes
 
No
X

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

Class
 
Outstanding at November 8, 2018
Common Stock, Par Value $.01
 
8,995,884 Shares

 

 

 
SOUTHERN MISSOURI BANCORP, INC.
FORM 10-Q

INDEX


PART I.
Financial Information
PAGE NO.
     
Item 1.
Condensed Consolidated Financial Statements
 
     
 
 -      Condensed Consolidated Balance Sheets
3
     
 
 -      Condensed Consolidated Statements of Income
4
     
 
 -      Condensed Consolidated Statements of Comprehensive Income
5
     
 
 -      Condensed Consolidated Statements of Cash Flows
6
     
 
 -      Notes to Condensed Consolidated Financial Statements
7
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
   Operations
31
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
44
     
Item 4.
Controls and Procedures
46
     
PART II.
OTHER INFORMATION
47
     
Item 1.
Legal Proceedings
47
     
Item 1a.
Risk Factors
47
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
     
Item 3.
Defaults upon Senior Securities
47
     
Item 4.
Mine Safety Disclosures
47
     
Item 5.
Other Information
47
     
Item 6.
Exhibits
48
     
 
-     Signature Page
49
     
 
-     Certifications
50
     
     


 

 

PART I:  Item 1:  Condensed Consolidated Financial Statements

SOUTHERN MISSOURI BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2018 AND JUNE 30, 2018


(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Assets
 
(unaudited)
       
             
Cash and cash equivalents
 
$
22,130
   
$
26,326
 
Interest-bearing time deposits
   
1,956
     
1,953
 
Available for sale securities
   
144,625
     
146,325
 
Stock in FHLB of Des Moines
   
7,441
     
5,661
 
Stock in Federal Reserve Bank of St. Louis
   
3,566
     
3,566
 
Loans receivable, net of allowance for loan losses of
     $18,790 and $18,214 at September 30, 2018 and
     June 30, 2018, respectively
   
1,624,156
     
1,563,380
 
Accrued interest receivable
   
9,612
     
7,992
 
Premises and equipment, net
   
54,669
     
54,832
 
Bank owned life insurance – cash surrender value
   
37,794
     
37,547
 
Goodwill
   
13,078
     
13,078
 
Other intangible assets, net
   
6,556
     
6,918
 
Prepaid expenses and other assets
   
18,045
     
18,537
 
     Total assets
 
$
1,943,628
   
$
1,886,115
 
                 
Liabilities and Stockholders' Equity
               
Deposits
 
$
1,591,126
   
$
1,579,902
 
Securities sold under agreements to repurchase
   
3,631
     
3,267
 
Advances from FHLB of Des Moines
   
118,307
     
76,652
 
Note payable
   
3,000
     
3,000
 
Accounts payable and other liabilities
   
5,142
     
6,449
 
Accrued interest payable
   
1,391
     
1,206
 
Subordinated debt
   
14,969
     
14,945
 
     Total liabilities
   
1,737,566
     
1,685,421
 
                 
Common stock, $.01 par value; 12,000,000 shares authorized;
     8,995,884 and 8,996,584 shares issued, respectively,
     at September 30, 2018 and June 30, 2018
   
90
     
90
 
Additional paid-in capital
   
83,437
     
83,413
 
Retained earnings
   
125,167
     
119,536
 
Accumulated other comprehensive income (loss)
   
(2,632
)
   
(2,345
)
     Total stockholders' equity
   
206,062
     
200,694
 
     Total liabilities and stockholders' equity
 
$
1,943,628
   
$
1,886,115
 



 






See Notes to Condensed Consolidated Financial Statements
 
3

 
 
 
 
 
SOUTHERN MISSOURI BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017 (Unaudited)

   
Three months ended
 
   
September 30,
 
   
2018
   
2017
 
(dollars in thousands except per share data)
     
             
INTEREST INCOME:
           
      Loans
 
$
20,916
   
$
17,455
 
      Investment securities
   
517
     
529
 
      Mortgage-backed securities
   
584
     
417
 
      Other interest-earning assets
   
25
     
10
 
                   Total interest income
   
22,042
     
18,411
 
INTEREST EXPENSE:
               
      Deposits
   
4,009
     
2,862
 
      Securities sold under agreements to repurchase
   
8
     
14
 
      Advances from FHLB of Des Moines
   
599
     
226
 
      Note payable
   
35
     
28
 
      Subordinated debt
   
224
     
178
 
                   Total interest expense
   
4,875
     
3,308
 
NET INTEREST INCOME
   
17,167
     
15,103
 
PROVISION FOR LOAN LOSSES
   
682
     
868
 
NET INTEREST INCOME AFTER
               
    PROVISION FOR LOAN LOSSES
   
16,485
     
14,235
 
NONINTEREST INCOME:
               
     Deposit account charges and related fees
   
1,224
     
1,168
 
     Bank card interchange income
   
1,063
     
869
 
     Loan late charges
   
94
     
113
 
     Loan servicing fees
   
159
     
180
 
     Other loan fees
   
337
     
388
 
     Net realized gains on sale of loans
   
179
     
203
 
     Earnings on bank owned life insurance
   
246
     
233
 
     Other income
   
128
     
117
 
                   Total noninterest income
   
3,430
     
3,271
 
NONINTEREST EXPENSE:
               
     Compensation and benefits
   
6,047
     
5,932
 
     Occupancy and equipment, net
   
2,470
     
2,309
 
     Deposit insurance premiums
   
138
     
119
 
     Legal and professional fees
   
256
     
252
 
     Advertising
   
315
     
238
 
     Postage and office supplies
   
152
     
197
 
     Intangible amortization
   
396
     
348
 
     Bank card network expense
   
495
     
367
 
     Other operating expense
   
1,180
     
993
 
                   Total noninterest expense
   
11,449
     
10,755
 
INCOME BEFORE INCOME TAXES
   
8,466
     
6,751
 
INCOME TAXES
   
1,666
     
1,889
 
NET INCOME
 
$
6,800
   
$
4,862
 
                 
Basic earnings per common share
 
$
0.76
   
$
0.57
 
Diluted earnings per common share
 
$
0.76
   
$
0.56
 
Dividends per common share
 
$
0.13
   
$
0.11
 

 

See Notes to Condensed Consolidated Financial Statements
 
4

 
 
 
 
SOUTHERN MISSOURI BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017 (Unaudited)


   
Three months ended
 
   
September 30,
 
   
2018
   
2017
 
       
(dollars in thousands)
           
Net income
 
$
6,800
   
$
4,862
 
      Other comprehensive income (loss):
               
            Unrealized gains (losses) on securities available-for-sale
   
(378
)
   
23
 
            Unrealized gains on available-for-sale securities for
                  which a portion of an other-than-temporary impairment
                  has been recognized in income
   
-
     
11
 
            Tax benefit (expense)
   
91
     
(12
)
      Total other comprehensive income (loss)
   
(287
)
   
22
 
Comprehensive income
 
$
6,513
   
$
4,884
 
















 















See Notes to Condensed Consolidated Financial Statements
 
5

 
 
 
 
SOUTHERN MISSOURI BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2018 AND 2017 (Unaudited)
       
   
Three months ended September 30,
 
(dollars in thousands)
 
2018
   
2017
 
Cash Flows From Operating Activities:
           
Net Income
 
$
6,800
   
$
4,862
 
    Items not requiring (providing) cash:
               
      Depreciation
   
777
     
778
 
      Loss (gain) on disposal of fixed assets
   
8
     
(4
)
      Stock option and stock grant expense
   
23
     
20
 
      Loss (gain) on sale/write-down of REO
   
22
     
(28
)
      Amortization of intangible assets
   
396
     
348
 
      Accretion of purchase accounting adjustments
   
(1,159
)
   
(404
)
      Increase in cash surrender value of bank owned life insurance (BOLI)
   
(247
)
   
(233
)
      Provision for loan losses
   
682
     
868
 
      Net amortization of premiums and discounts on securities
   
230
     
272
 
      Originations of loans held for sale
   
(7,420
)
   
(6,876
)
      Proceeds from sales of loans held for sale
   
7,936
     
6,799
 
      Gain on sales of loans held for sale
   
(179
)
   
(203
)
    Changes in:
               
      Accrued interest receivable
   
(1,620
)
   
(1,536
)
      Prepaid expenses and other assets
   
1,434
     
2,711
 
      Accounts payable and other liabilities
   
(902
)
   
(2,929
)
      Deferred income taxes
   
6
     
6
 
      Accrued interest payable
   
185
     
77
 
            Net cash provided by operating activities
   
6,972
     
4,528
 
                 
Cash flows from investing activities:
               
      Net increase in loans
   
(62,129
)
   
(52,814
)
      Net change in interest-bearing deposits
   
(4
)
   
-
 
      Proceeds from maturities of available for sale securities
   
5,748
     
4,224
 
      Net purchases of Federal Home Loan Bank stock
   
(1,780
)
   
(1,644
)
      Net purchases of Federal Reserve Bank of St. Louis stock
   
-
     
(836
)
      Purchases of available-for-sale securities
   
(4,655
)
   
(7,726
)
      Purchases of premises and equipment
   
(622
)
   
(1,383
)
      Investments in state & federal tax credits
   
(231
)
   
(3,784
)
      Proceeds from sale of fixed assets
   
-
     
647
 
      Proceeds from sale of foreclosed assets
   
421
     
431
 
            Net cash used in investing activities
   
(63,252
)
   
(62,885
)
                 
Cash flows from financing activities:
               
      Net (decrease) increase in demand deposits and savings accounts
   
(36,827
)
   
24,271
 
      Net increase (decrease) in certificates of deposits
   
48,067
     
(8,164
)
      Net increase (decrease) in securities sold under agreements to repurchase
   
364
     
(3,585
)
      Proceeds from Federal Home Loan Bank advances
   
192,550
     
487,050
 
      Repayments of Federal Home Loan Bank advances
   
(150,900
)
   
(445,950
)
      Common stock issued
   
-
     
(4
)
      Dividends paid on common stock
   
(1,170
)
   
(945
)
            Net cash provided by financing activities
   
52,084
     
52,673
 
                 
Decrease in cash and cash equivalents
   
(4,196
)
   
(5,684
)
Cash and cash equivalents at beginning of period
   
26,326
     
30,786
 
Cash and cash equivalents at end of period
 
$
22,130
   
$
25,102
 
                 
Supplemental disclosures of cash flow information:
               
Noncash investing and financing activities:
               
Conversion of loans to foreclosed real estate
 
$
1,495
   
$
701
 
Conversion of loans to repossessed assets
   
11
     
25
 
                 
Cash paid during the period for:
               
Interest (net of interest credited)
 
$
1,005
   
$
656
 
Income taxes
   
310
     
480
 
See Notes to Condensed Consolidated Financial Statements
 
6

 
 
 
 
SOUTHERN MISSOURI BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1:  Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all material adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated balance sheet of the Company as of June 30, 2018, has been derived from the audited consolidated balance sheet of the Company as of that date. Operating results for the three-month period ended September 30, 2018, are not necessarily indicative of the results that may be expected for the entire fiscal year. For additional information, refer to the audited consolidated financial statements included in the Company's June 30, 2018, Form 10-K, which was filed with the SEC.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Southern Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

Note 2:  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 REIT which is controlled by SB Real Estate Investments, LLC, but which has other preferred shareholders in order to meet the requirements to be a REIT.  At September 30, 2018, assets of the REIT were approximately $615 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 regulation by 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, estimated fair values of purchased loans, other-than-temporary impairments (OTTI), and fair value of financial instruments. 
 
7

 
 
 
 
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 $1.3 million and $3.4 million at September 30 and June 30, 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.
 
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 other-than-temporary impairment 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 as of 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 loss. 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 Home Loan Bank and Federal Reserve Bank Stock. The Bank is a member of the Federal Home Loan Bank (FHLB) system, and the Federal Reserve Bank of St. Louis. Capital stock of the FHLB and the Federal Reserve 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 and net deferred loan origination fees.

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-
 
8

 
 
 
 
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
 
9

 
 
 
 
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. 
 
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.
 
Intangible Assets.  The Company's intangible assets at September 30, 2018 included gross core deposit intangibles of $10.6 million with $5.6 million accumulated amortization, gross other identifiable intangibles of $3.8 million with accumulated amortization of $3.8 million, and mortgage servicing rights of $1.6 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 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 $932,000 in the remainder of fiscal 2019, $1.2 million in fiscal 2020, $716,000 in fiscal 2021, $674,000 in fiscal 2022, $674,000 in fiscal 2023, and $802,000 thereafter.
 
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 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 subsidiaries. 
 
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 aggregate purchase price 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.
 
10

 
 
 
 
Outside Directors' Retirement. The Bank has entered into a retirement agreement with most outside directors since April 1994. The directors' retirement agreements provide that non-employee directors 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 period. 
 
Comprehensive Income. Comprehensive income consists of net income and other comprehensive income (loss), net of applicable income taxes. Other comprehensive income (loss)  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 February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220):  Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.  This ASU provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) are recorded. This standard is effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt ASU 2018-02 and, as a result, reclassified $65,497 from accumulated other comprehensive income to retained earnings as of December 31, 2017.

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.
 
11

 
 
 
 

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. Management is evaluating the impact, if any, this new guidance will have on the Company's consolidated financial statements, but cannot yet reasonably estimate the impact of adoption.  The Company has formed a working group of key personnel responsible for the allowance for loan losses estimate and has initiated its evaluation of the data and systems requirements of adoption of the Update.  The group has determined that purchasing third party software will be the most effective method to comply with the requirements, and has evaluated several outside vendors.  The group provided a recommendation to purchase Sageworks software, which was approved by the Board, and purchased in June 2018.  Loan data files as of June 30, 2018 have been imported into the testing environment within the Sageworks software, and sample testing is complete.  Training is expected to be completed by the end of the second quarter of fiscal 2019,  with a goal to run parallel calculations shortly thereafter .

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 ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  Adoption of the standard requires the use of a modified retrospective transition approach for all periods presented at the time of adoption.  Management is evaluating the impact of the new guidance, but does not expect the adoption of this guidance to have a material impact on the Company's consolidated financial statements.

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 2015-04 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.
 
12

 
 
 
Note 3:  Securities

The amortized cost, gross unrealized gains, gross unrealized losses, and approximate fair value of securities available for sale consisted of the following:
 
   
September 30, 2018
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(dollars in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                         
Investment and mortgage backed securities:
                       
  U.S. government-sponsored enterprises (GSEs)
 
$
8,269
   
$
-
   
$
(133
)
 
$
8,136
 
  State and political subdivisions
   
41,321
     
149
     
(626
)
   
40,844
 
  Other securities
   
5,278
     
33
     
(131
)
   
5,180
 
  Mortgage-backed GSE residential
   
93,177
     
1
     
(2,713
)
   
90,465
 
     Total investments and mortgage-backed securities
 
$
148,045
   
$
183
   
$
(3,603
)
 
$
144,625
 

   
June 30, 2018
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
(dollars in thousands)
 
Cost
   
Gains
   
Losses
   
Value
 
                         
Investment and mortgage backed securities:
                       
  U.S. government-sponsored enterprises (GSEs)
 
$
9,513
   
$
-
   
$
(128
)
 
$
9,385
 
  State and political subdivisions
   
41,862
     
230
     
(480
)
   
41,612
 
  Other securities
   
5,284
     
61
     
(193
)
   
5,152
 
  Mortgage-backed GSE residential
   
92,708
     
1
     
(2,533
)
   
90,176
 
     Total investments and mortgage-backed securities
 
$
149,367
   
$
292
   
$
(3,334
)
 
$
146,325
 
 
The amortized cost and estimated fair value of investment and mortgage-backed 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 penalties.

   
September 30, 2018
 
   
Amortized
   
Estimated
 
(dollars in thousands)
 
Cost
   
Fair Value
 
   Within one year
 
$
4,145
   
$
4,122
 
   After one year but less than five years
   
14,420
     
14,255
 
   After five years but less than ten years
   
19,505
     
19,327
 
   After ten years
   
16,798
     
16,456
 
      Total investment securities
   
54,868
     
54,160
 
   Mortgage-backed securities
   
93,177
     
90,465
 
     Total investments and mortgage-backed securities
 
$
148,045
   
$
144,625
 

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 $118.9 million at September 30, 2018 and $124.2 million at June 30, 2018.  The securities pledged consist of marketable securities, including $6.1 million and $8.4 million of U.S. Government and Federal Agency Obligations, $38.7 million and $39.8 million of Mortgage-Backed Securities, $39.6 million and $41.5 million of Collateralized Mortgage Obligations, $34.2 million and $34.2 million of State and Political Subdivisions Obligations, and $300,000 and $300,000 of Other Securities at September 30 and June 30, 2018, respectively.

The following tables 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 September 30 and June 30, 2018:
 
13

 
 
 

   
September 30, 2018
 
   
Less than 12 months
   
12 months or more
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
(dollars in thousands)
                                   
  U.S. government-sponsored enterprises (GSEs)
 
$
4,710
   
$
61
   
$
3,426
   
$
72
   
$
8,136
   
$
133
 
  Obligations of state and political subdivisions
   
18,087
     
307
     
9,317
     
319
     
27,404
     
626
 
  Other securities
   
996
     
4
     
1,067
     
127
     
2,063
     
131
 
  Mortgage-backed securities
   
67,495
     
1,672
     
22,906
     
1,041
     
90,401
     
2,713
 
    Total investments and mortgage-backed
        securities
 
$
91,288
   
$
2,044
   
$
36,716
   
$
1,559
   
$
128,004
   
$
3,603
 

   
June 30, 2018
 
   
Less than 12 months
   
12 months or more
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
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
 

Other securities.  At September 30, 2018, there were two pooled trust preferred securities with an estimated fair value of $850,000 and unrealized losses of $121,000 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. Rules adopted by the federal banking agencies in December 2013 to implement Section 619 of the Dodd-Frank Act (the "Volcker Rule") generally prohibit banking entities from engaging in proprietary trading and from investing in, sponsoring, or having certain relationships with a hedge fund or private equity fund. The pooled trust preferred securities owned by the Company were included in a January 2014 listing of securities which the agencies considered to be grandfathered with regard to these prohibitions; as such, banking entities are permitted to retain their interest in these securities, provided the interest was acquired on or before December 10, 2013, unless acquired pursuant to a merger or acquisition.

The September 30, 2018, 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 64 basis points, and a recovery rate averaging 6.9 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 September 30, 2018.
 
The Company does not believe any other individual unrealized loss as of September 30, 2018, 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 other-than-temporary impairment is identified.
 
14

 
 
 
 
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 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 September 30, 2018 and 2017.

 
Accumulated Credit Losses
 
   
Three-Month Period Ended
 
(dollars in thousands)
 
September 30,
 
   
2018
   
2017
 
Credit losses on debt securities held
           
Beginning of period
 
$
-
   
$
340
 
  Additions related to OTTI losses not previously recognized
   
-
     
-
 
  Reductions due to sales
   
-
     
-
 
  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
   
-
     
(3
)
End of period
 
$
-
   
$
337
 


Note 4:  Loans and Allowance for Loan Losses

Classes of loans are summarized as follows:

             
(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Real Estate Loans:
           
      Residential
 
$
454,020
   
$
450,919
 
      Construction
   
117,759
     
112,718
 
      Commercial
   
728,082
     
704,647
 
Consumer loans
   
77,768
     
78,571
 
Commercial loans
   
310,587
     
281,272
 
     
1,688,216
     
1,628,127
 
Loans in process
   
(45,268
)
   
(46,533
)
Deferred loan fees, net
   
(2
)
   
-
 
Allowance for loan losses
   
(18,790
)
   
(18,214
)
      Total loans
 
$
1,624,156
   
$
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 the 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.
 
 
15

 
 
 
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.

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 obtains interim inspections completed by an independent third party.  This monitoring further allows the Company opportunity to assess risk.  At September 30, 2018, construction loans outstanding included 72 loans, totaling $13.8 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.
 
16

 
 
 
 
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 September 30 and June 30, 2018, and activity in the allowance for loan losses for the three-month periods ended  September 30, 2018 and 2017:
 
   
At period end and for the three months ended September 30, 2018
 
   
Residential
   
Construction
   
Commercial
                   
(dollars in thousands)
 
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
   
122
     
196
     
35
     
92
     
237
     
682
 
  Losses charged off
   
-
     
-
     
(95
)
   
(17
)
   
-
     
(112
)
  Recoveries
   
1
     
-
     
-
     
4
     
1
     
6
 
  Balance, end of period
 
$
3,349
   
$
1,293
   
$
8,733
   
$
981
   
$
4,434
   
$
18,790
 
  Ending Balance: individually
    evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
  Ending Balance: collectively
    evaluated for impairment
 
$
3,349
   
$
1,293
   
$
8,733
   
$
981
   
$
4,434
   
$
18,790
 
  Ending Balance: loans acquired
    with deteriorated credit quality
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Loans:
                                               
  Ending Balance: individually
    evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
  Ending Balance: collectively
    evaluated for impairment
 
$
452,170
   
$
71,194
   
$
721,234
   
$
77,768
   
$
309,784
   
$
1,632,150
 
  Ending Balance: loans acquired
    with deteriorated credit quality
 
$
1,850
   
$
1,297
   
$
6,848
   
$
-
   
$
803
   
$
10,798
 

   
At period end and for the three months ended September 30, 2017
 
   
Residential
   
Construction
   
Commercial
                   
(dollars in thousands)
 
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
   
93
     
1
     
581
     
84
     
109
     
868
 
  Losses charged off
   
(23
)
   
-
     
-
     
(29
)
   
-
     
(52
)
  Recoveries
   
-
     
-
     
-
     
3
     
-
     
3
 
  Balance, end of period
 
$
3,300
   
$
965
   
$
7,649
   
$
815
   
$
3,628
   
$
16,357
 
  Ending Balance: individually
    evaluated for impairment
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
  Ending Balance: collectively
    evaluated for impairment
 
$
3,300
   
$
965
   
$
7,649
   
$
815
   
$
3,628
   
$
16,357
 
  Ending Balance: loans acquired
    with deteriorated credit quality
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 

   
At June 30, 2018
 
   
Residential
   
Construction
   
Commercial
                   
(dollars in thousands)
 
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
 
17

 
 

 
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 methodology, loans are first segmented into 1) those comprising large groups of smaller-balance homogeneous loans, including single-family mortgages and installment 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 provision 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.

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.
 
18

 
 
 

The general component covers non-impaired loans and is based on quantitative and qualitative factors. The loan portfolio is stratified into homogeneous groups of loans that possess similar loss characteristics and an appropriate loss ratio adjusted for 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 September 30 and June 30, 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:
 
   
September 30, 2018
 
   
Residential
   
Construction
   
Commercial
             
(dollars in thousands)
 
Real Estate
   
Real Estate
   
Real Estate
   
Consumer
   
Commercial
 
Pass
 
$
448,051
   
$
72,467
   
$
705,386
   
$
77,582
   
$
308,380
 
Watch
   
1,566
     
-
     
16,650
     
57
     
979
 
Special Mention
   
75
     
-
     
-
     
26
     
-
 
Substandard
   
4,328
     
24
     
6,005
     
103
     
626
 
Doubtful
   
-
     
-
     
41
     
-
     
602
 
      Total
 
$
454,020
   
$
72,491
   
$
728,082
   
$
77,768
   
$
310,587
 

   
June 30, 2018
 
   
Residential
   
Construction
   
Commercial
             
(dollars in thousands)
 
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 September 30, 2018, purchased credited impaired loans comprised $7.6 million of credits rated "Pass"; $2.4 million of credits rated "Watch"; none rated "Special Mention"; $800,000 of credits rated "Substandard"; and none rated "Doubtful". At June 30, 2018,  purchased credit impaired loans accounted for $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 Special Mention, Substandard, or Doubtful.  In addition, lending relationships of $1 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 $2.5 million 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.
 
19

 
 

 
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 September 30 and June 30, 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:

   
September 30, 2018
 
               
Greater Than
                     
Greater Than 90
 
   
30-59 Days
   
60-89 Days
   
90 Days
   
Total
         
Total Loans
   
Days Past Due
 
(dollars in thousands)
 
Past Due
   
Past Due
   
Past Due
   
Past Due
   
Current
   
Receivable
   
and Accruing
 
Real Estate Loans:
                                         
  Residential
 
$
1,395
   
$
234
   
$
3,074
   
$
4,703
   
$
449,317
   
$
454,020
   
$
-
 
  Construction
   
-
     
-
     
-
     
-
     
72,491
     
72,491
     
-
 
  Commercial
   
1,505
     
165
     
1,060
     
2,730
     
725,352
     
728,082
     
-
 
Consumer loans
   
405
     
115
     
181
     
701
     
77,067
     
77,768
     
-
 
Commercial loans
   
436
     
56
     
219
     
711
     
309,876
     
310,587
     
-
 
  Total loans
 
$
3,741
   
$
570
   
$
4,534
   
$
8,845
   
$
1,634,103
   
$
1,642,948
   
$
-
 

   
June 30, 2018
 
               
Greater Than
                     
Greater Than 90
 
   
30-59 Days
   
60-89 Days
   
90 Days
   
Total
         
Total Loans
   
Days Past Due
 
(dollars in thousands)
 
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 September 30, 2018 there were no purchased credit impaired loans that were 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, as well as performing loans modified in troubled debt restructurings 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 tables below present impaired loans (excluding loans in process and deferred loan fees) as of September 30 and June 30, 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
 
20

 
 
 
 
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, 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.
 
   
September 30, 2018
 
   
Recorded
   
Unpaid Principal
   
Specific
 
(dollars in thousands)
 
Balance
   
Balance
   
Allowance
 
Loans without a specific valuation allowance:
                 
  Residential real estate
 
$
2,449
   
$
2,686
   
$
-
 
  Construction real estate
   
1,322
     
1,491
     
-
 
  Commercial real estate
   
14,448
     
15,478
     
-
 
  Consumer loans
   
11
     
11
     
-
 
  Commercial loans
   
1,352
     
1,369
     
-
 
Loans with a specific valuation allowance:
                       
  Residential real estate
 
$
-
   
$
-
   
$
-
 
  Construction real estate
   
-
     
-
     
-
 
  Commercial real estate
   
-
     
-
     
-
 
  Consumer loans
   
-
     
-
     
-
 
  Commercial loans
   
-
     
-
     
-
 
Total:
                       
  Residential real estate
 
$
2,449
   
$
2,686
   
$
-
 
  Construction real estate
 
$
1,322
   
$
1,491
   
$
-
 
  Commercial real estate
 
$
14,448
   
$
15,478
   
$
-
 
  Consumer loans
 
$
11
   
$
11
   
$
-
 
  Commercial loans
 
$
1,352
   
$
1,369
   
$
-
 

   
June 30, 2018
 
   
Recorded
   
Unpaid Principal
   
Specific
 
(dollars in thousands)
 
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 September 30, 2018, purchased credit impaired loans comprised $10.8 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.
21

 
 
The following tables present information regarding interest income recognized on impaired loans:
 
   
For the three-month period ended
 
   
September 30, 2018
 
   
Average
       
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
Residential Real Estate
 
$
2,531
   
$
33
 
Construction Real Estate
   
1,297
     
101
 
Commercial Real Estate
   
7,229
     
370
 
Consumer Loans
   
-
     
-
 
Commercial Loans
   
1,628
     
616
 
  Total Loans
 
$
12,685
   
$
1,120
 

   
For the three-month period ended
 
   
September 30, 2017
 
   
Average
       
(dollars in thousands)
 
Investment in
   
Interest Income
 
   
Impaired Loans
   
Recognized
 
Residential Real Estate
 
$
3,468
   
$
67
 
Construction Real Estate
   
1,334
     
39
 
Commercial Real Estate
   
11,277
     
246
 
Consumer Loans
   
-
     
-
 
Commercial Loans
   
3,801
     
58
 
  Total Loans
 
$
19,880
   
$
410
 


Interest income on impaired loans recognized on a cash basis in the three-month periods ended September 30, 2018 and 2017, was immaterial.

For the three-month period ended September 30, 2018, the amount of interest income recorded for impaired loans that represented a change in the present value of cash flows attributable to the passage of time was approximately $945,000, as compared to $78,000, for the three-month period ended September 30, 2017.
 
The following table presents the Company's nonaccrual loans at September 30 and June 30, 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 troubled debt restructurings.
 
(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Residential real estate
 
$
5,060
   
$
5,913
 
Construction real estate
   
24
     
25
 
Commercial real estate
   
1,657
     
1,962
 
Consumer loans
   
211
     
209
 
Commercial loans
   
605
     
1,063
 
      Total loans
 
$
7,557
   
$
9,172
 

The above amounts include purchased credit impaired loans.  At September 30 and June 30, 2018, purchased credit impaired loans comprised $0 and $1.1 million of nonaccrual loans, respectively.

Included in certain loan categories in the impaired loans are troubled debt restructurings (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),
 
22

 
 
 
 
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.

During the three-month periods ended September 30, 2018 and 2017, certain loans modified were classified as TDRs. They are shown, segregated by class, in the table below:
 
   
For the three-month periods ended
 
   
September 30, 2018
   
September 30, 2017
 
(dollars in thousands)
 
Number of
   
Recorded
   
Number of
   
Recorded
 
 
modifications
   
Investment
   
modifications
   
Investment
 
Residential real estate
   
-
   
$
-
     
-
   
$
-
 
Construction real estate
   
-
     
-
     
-
     
-
 
Commercial real estate
   
2
     
922
     
-
     
-
 
Consumer loans
   
-
     
-
     
-
     
-
 
Commercial loans
   
1
     
69
     
-
     
-
 
  Total
   
3
   
$
991
     
-
   
$
-
 

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

   
September 30, 2018
   
June 30, 2018
 
(dollars in thousands)
 
Number of
   
Recorded
   
Number of
   
Recorded
 
 
modifications
   
Investment
   
modifications
   
Investment
 
Residential real estate
   
11
   
$
625
     
12
   
$
800
 
Construction real estate
   
-
     
-
     
-
     
-
 
Commercial real estate
   
16
     
9,202
     
13
     
8,084
 
Consumer loans
   
-
     
-
     
1
     
14
 
Commercial loans
   
8
     
1,341
     
8
     
2,787
 
  Total
   
35
   
$
11,168
     
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 September 30 and June 30, 2018, the carrying value of foreclosed residential real estate properties as a result of obtaining physical possession was $1.0 million and $472,000, respectively. In addition, as of September 30 and June 30, 2018, we had residential mortgage loans and home equity loans with a carrying value of $425,000 and $331,000, respectively, collateralized by residential real estate property for which formal foreclosure proceedings were in process.

 
Note 5: Accounting for Certain Loans Acquired in a Transfer

The Company acquired loans in transfers during the fiscal years ended June 30, 2011, June 30, 2015 and June 30, 2017, of which certain transferred loans evidenced deterioration of credit quality since origination and 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 September 30 and June 30, 2018. The amount of these loans is shown below:
 
23

 
 

(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Residential real estate
 
$
2,087
   
$
3,861
 
Construction real estate
   
1,467
     
1,544
 
Commercial real estate
   
7,878
     
8,909
 
Consumer loans
   
-
     
-
 
Commercial loans
   
820
     
3,073
 
      Outstanding balance
 
$
12,252
   
$
17,387
 
     Carrying amount, net of fair value adjustment of
     $1,453 and $2,816 at September 30, 2018, and
     June 30, 2018, respectively
 
$
10,799
   
$
14,571
 
 
Accretable yield, or income expected to be collected, is as follows:
 
   
For the three-month period ended
 
(dollars in thousands)
 
September 30, 2018
   
September 30, 2017
 
Balance at beginning of period
 
$
589
   
$
609
 
      Additions
   
-
     
-
 
      Accretion
   
(945
)
   
(78
)
      Reclassification from nonaccretable difference
   
865
     
89
 
      Disposals
   
(204
)
   
-
 
Balance at end of period
 
$
305
   
$
620
 


During the three-month periods ended September 30, 2018 and September 30, 2017, the Company did not increase or reverse the allowance for loan losses related to these purchased credit impaired loans.

Note 6:  Deposits

Deposits are summarized as follows:
 
             
(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Non-interest bearing accounts
 
$
199,120
   
$
203,517
 
NOW accounts
   
537,183
     
569,005
 
Money market deposit accounts
   
121,834
     
116,389
 
Savings accounts
   
151,471
     
157,540
 
Certificates
   
581,518
     
533,451
 
     Total Deposit Accounts
 
$
1,591,126
   
$
1,579,902
 


Note 7:  Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:
 
   
Three months ended
 
   
September 30,
 
   
2018
   
2017
 
       
(dollars in thousands except per share data)
           
Net income available to common shareholders
 
$
6,800
   
$
4,862
 
                 
Average Common shares – outstanding basic
   
8,996,321
     
8,591,363
 
Stock options under treasury stock method
   
10,194
     
28,799
 
Average Common shares – outstanding diluted
   
9,006,515
     
8,620,162
 
                 
Basic earnings per common share
 
$
0.76
   
$
0.57
 
Diluted earnings per common share
 
$
0.76
   
$
0.56
 

At September 30, 2018 and 2017, no options outstanding had an exercise price exceeding the market price.
 
24


 
 
 
Note 8: 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 examinations by tax authorities for fiscal years before 2011. The Company recognized no interest or penalties related to income taxes.

The Company's income tax provision is comprised of the following components:

   
For the three-month period ended
 
(dollars in thousands)
 
September 30, 2018
   
September 30, 2017
 
Income taxes
           
      Current
 
$
1,660
   
$
1,883
 
      Deferred
   
6
     
6
 
Total income tax provision
 
$
1,666
   
$
1,889
 


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

(dollars in thousands)
 
September 30, 2018
   
June 30, 2018
 
Deferred tax assets:
           
      Provision for losses on loans
 
$
4,299
   
$
4,418
 
      Accrued compensation and benefits
   
568
     
708
 
      NOL carry forwards acquired
   
259
     
273
 
      Minimum Tax Credit
   
130
     
130
 
      Unrealized loss on other real estate
   
140
     
124
 
      Unrealized loss on available for sale securities
   
821
     
730
 
      Losses and credits from LLC's
   
1,003
     
1,003
 
Total deferred tax assets
   
7,220
     
7,386
 
                 
Deferred tax liabilities:
               
      Purchase accounting adjustments
   
1,125
     
949
 
      Depreciation
   
1,333
     
1,475
 
      FHLB stock dividends
   
130
     
130
 
      Prepaid expenses
   
86
     
98
 
      Other
   
54
     
327
 
Total deferred tax liabilities
   
2,728
     
2,979
 
                 
      Net deferred tax asset
 
$
4,492
   
$
4,407
 
 
 
As of September 30, 2018 the Company had approximately $1.1 million and $2.5 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., the August 2014 acquisition of Peoples Service Company, and the June 2017 acquisition of Tammcorp, Inc. (Capaha Bank).  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.
 
25

 
 
 
 
A reconciliation of income tax expense at the statutory rate to the Company's actual income tax is shown below:
 
   
For the three-month period ended
 
(dollars in thousands)
 
September 30, 2018
   
September 30, 2017
 
Tax at statutory rate
 
$
1,778
   
$
2,363
 
Increase (reduction) in taxes
      resulting from:
               
            Nontaxable municipal income
   
(73
)
   
(139
)
            State tax, net of Federal benefit
   
122
     
96
 
            Cash surrender value of
                  Bank-owned life insurance
   
(52
)
   
(82
)
            Tax credit benefits
   
(68
)
   
(224
)
            Other, net
   
(41
)
   
(125
)
Actual provision
 
$
1,666
   
$
1,889
 

For the three month period  ended September 30, 2018, income tax expense at the statutory rate was calculated using a 21% annual effective tax rate (AETR), compared to 35% for the three month period ended September 30, 2017, 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 ended 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, additional adjustments related to enactment of the Tax Act may be identified.  We do not currently expect significant adjustments will be necessary, but any further adjustments identified will be recognized in accordance with guidance contained in Staff Accounting Bulletin No. 118 from the U. S. Securities and Exchange Commission.

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

Note 9:  401(k) Retirement Plan

The Bank has a 401(k) retirement plan that covers substantially all eligible employees.  The Bank made a safe harbor matching contribution to the Plan of up to 4% of eligible compensation, depending upon the percentage of eligible pay deferred into the plan by the employee, and also made additional, discretionary profit-sharing contributions for fiscal 2018; for fiscal 2019, the Company has maintained the safe harbor matching contribution of up to 4%, and expects to continue to make additional, discretionary profit-sharing contributions.   During the three-month period ended September 30, 2018, retirement plan expenses recognized for the Plan totaled approximately $341,000, as compared to $279,000 for the same period of the prior fiscal year.  Employee deferrals and safe harbor contributions are fully vested.  Profit-sharing or other contributions vest over a period of five years.

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 September 30, 2018, the current rate was 5.08%. 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.
 
26

 
 
 

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. The carrying value of the debt securities was approximately $2.6 million at September 30 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. The carrying value of the debt securities was approximately $5.1 million at September 30 and June 30, 2018.

Note 11:  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 that are significant to the fair value of the assets or liabilities

Recurring Measurements. The following table presents the fair value measurements of assets  recognized in the accompanying 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 September 30, 2018 and June 30, 2018:
 
   
Fair Value Measurements at September 30, 2018, Using:
 
         
Quoted Prices
in Active Markets
for Identical Assets
   
Significant Other
Observable Inputs
   
Significant
Unobservable
Inputs
 
(dollars in thousands)
 
Fair Value
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
U.S. government sponsored enterprises (GSEs)
 
$
8,136
   
$
-
   
$
8,136
   
$
-
 
State and political subdivisions
   
40,844
     
-
     
40,844
     
-
 
Other securities
   
5,180
     
-
     
5,180
     
-
 
Mortgage-backed GSE residential
   
90,465
     
-
     
90,465
     
-
 

   
Fair Value Measurements at June 30, 2018, Using:
 
         
Quoted Prices
in Active Markets
for Identical Assets
   
Significant Other
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.

Available-for-sale Securities. When quoted market prices are available in an active market, securities are classified within Level 1. The Company does not have Level 1 securities. 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
 
27

 
 
 
 
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. Level 2 securities include U.S. Government-sponsored enterprises, state and political subdivisions, other securities, mortgage-backed GSE residential securities and mortgage-backed other U.S. Government agencies. 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 September 30 and June 30, 2018:
 
   
Fair Value Measurements at September 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)
 
 
                       
Foreclosed and repossessed assets held for sale
 
$
4,977
   
$
-
   
$
-
   
$
4,977
 

   
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
   
3,924
     
-
     
-
     
3,924
 

The following table presents gains and (losses) recognized on assets measured on a non-recurring basis for the three-month periods ended September 30, 2018 and 2017:
 
   
For the three months ended
 
(dollars in thousands)
 
September 30, 2018
   
September 30, 2017
 
Foreclosed and repossessed assets held for sale
 
$
(115
)
 
$
(6
)
      Total (losses) gains on assets measured on a non-recurring basis
 
$
(115
)
 
$
(6
)
 
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 and liabilities pursuant to the valuation hierarchy. 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
 
28

 
 
 
 
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.  There were no loans measured at fair value on a nonrecurring basis at September 30, 2018 or June 30, 2018.

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.

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
September 30,
2018
 
Valuation
technique
 
Unobservable
inputs
 
Range of
inputs
applied
   
Weighted-average
inputs
applied
 
Nonrecurring Measurements
                       
Foreclosed and
   repossessed assets
 
$
4,977
 
Third party appraisal
 
Marketability
discount
   
0.0% - 60.3
%
   
27.0
%

(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
 
$
3,924
 
Third party appraisal
 
Marketability
discount
   
0.0% - 65.9
%
   
32.3
%

 
 
 
 
 
 
 
29

 

 
Fair Value of Financial Instruments. The following table presents estimated fair values of the Company's financial instruments not reported at fair value and the level within the fair value hierarchy in which the fair value measurements fell at September 30 and June 30, 2018.
 
   
September 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
 
$
22,130
   
$
22,130
   
$
-
   
$
-
 
  Interest-bearing time deposits
   
1,956
     
-
     
1,956
     
-
 
  Stock in FHLB
   
7,441
     
-
     
7,441
     
-
 
  Stock in Federal Reserve Bank of St. Louis
   
3,566
     
-
     
3,566
     
-
 
  Loans receivable, net 
     1,624,156        -        -        1,607,091  
  Accrued interest receivable
   
9,612
     
-
     
9,612
     
-
 
Financial liabilities
                               
  Deposits
   
1,591,126
     
1,009,612
     
-
     
577,483
 
  Securities sold under agreements to
    repurchase
   
3,631
     
-
     
3,631
     
-
 
  Advances from FHLB
   
118,307
     
104,900
     
13,356
     
-
 
  Note Payable
   
3,000
     
-
     
-
     
3,000
 
  Accrued interest payable