West Town Bancorp, Inc.

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1 Report on Consolidated Financial Statements For the years ended

2 Contents Page Independent Auditor's Report Consolidated Financial Statements Consolidated Balance Sheets... 3 Consolidated Statements of Income... 4 Consolidated Statements of Comprehensive Income... 5 Consolidated Statements of Changes in Shareholders' Equity... 6 Consolidated Statements of Cash Flows... 7 Notes to Consolidated Financial Statements

3 Independent Auditor's Report To Board of Directors and Shareholders West Town Bancorp, Inc. Raleigh, North Carolina Report on the Financial Statements We have audited the accompanying consolidated financial statements of West Town Bancorp, Inc. and subsidiary, which comprise the consolidated balance sheet as of December 31, 2016, and the related consolidated statement of income, comprehensive income, changes in shareholders equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively, the financial statements). Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of West Town Bancorp, Inc. and subsidiary as of December 31, 2016, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matter The consolidated financial statements of West Town Bancorp, Inc. and its Subsidiary as of and for the year ended December 31, 2015, were audited by other auditors whose report, dated April 14, 2016 expressed an unmodified opinion. Raleigh, North Carolina March 20,

5 Consolidated Balance Sheets As of Assets: Cash and due from banks $ 1,295,065 $ 4,513,711 Interest-bearing deposits with other institutions 24,537,081 7,831,929 Total cash and cash equivalents 25,832,146 12,345,640 Securities available for sale, at fair value 5,042,937 6,370,989 Loans receivable, net of allowance of $2,318,256 and $1,834,465 as of, respectively 167,793, ,217,923 Loans held for sale 58,923,484 14,194,173 Federal Home Loan Bank stock 2,025,000 1,565,272 Property and equipment, net 6,936,103 6,092,130 Other real estate owned 873, ,599 Bank owned life insurance 4,648,301 4,509,406 Accrued interest receivable 1,055, ,691 Loan servicing rights 5,569,171 4,275,751 Other assets 1,458,564 2,362,970 Total assets $ 280,157,906 $ 215,028,544 Liabilities: Deposits Non-interest-bearing demand $ 20,820,351 $ 15,659,432 Interest-bearing demand 23,012,631 5,019,934 Money market accounts 49,560,058 21,251,079 Savings 11,355,472 11,192,109 Time deposits 112,071, ,814,061 Total deposits 216,819, ,936,615 Federal Home Loan Bank advances 30,000,000 8,900,000 Accrued interest payable 102,234 20,538 Other liabilities 5,281,570 4,024,568 Total liabilities 252,203, ,881,721 Shareholders equity: Preferred stock, $ par value; 1,000,000 shares authorized, no shares issued - - Common stock, $1.00 par value; 9,000,000 shares authorized, 1,463,105 and 1,364,948 shares issued and outstanding at, respectively 1,463,105 1,364,948 Additional paid-in capital 10,895,786 8,970,213 Retained earnings 15,555,686 13,755,863 Accumulated other comprehensive income 39,787 55,799 Total shareholders equity 27,954,364 24,146,823 Total liabilities and shareholders equity $ 280,157,906 $ 215,028,544 See Notes to Consolidated Financial Statements 3

6 Consolidated Statements of Comprehensive Income For the years ended Interest income Loans, including fees $ 11,895,173 $ 9,792,220 Interest-bearing deposits with other financial institutions 32,804 18,221 Securities 175, ,689 12,103,883 9,934,130 Interest expense Deposits 2,352,680 1,980,654 Borrowings 117,489 18,000 2,470,169 1,998,654 Net interest income 9,633,714 7,935,476 Provision for loan losses 1,318, ,084 Net interest income after provision for loan losses 8,314,757 7,454,392 Non-interest income Mortgage banking income 8,538,767 15,902,877 Gain on sale of loans 5,830,593 4,756,359 Fees and service charges on deposit accounts 104, ,241 Loan servicing rights 1,298,080 1,111,961 Other 796, ,238 Total non-interest income 16,569,069 22,605,676 Non-interest expense Salaries and employee benefits 12,291,126 15,390,525 Loan expenses 1,361,551 2,303,990 Occupancy and equipment expense 1,336,682 1,551,334 Core processing expense 914, ,533 Advertising expense 665,831 1,032,204 Insurance expense 167, ,597 Other real estate owned impairment and expenses 234,268 10,586 Legal expense 1,900, ,264 Audit expense 296, ,846 Consulting expense 219,790 64,637 Travel, meals, and entertainment expense 331, ,028 Strategic advisory expense 324,976 - Other expenses 1,608,105 1,376,458 Total non-interest expense 21,653,067 23,585,002 Income before taxes 3,230,759 6,457,066 Income tax expense 1,430,936 2,455,844 Net income $ 1,799,823 $ 4,001,222 See Notes to Consolidated Financial Statements 4

7 Consolidated Statements of Comprehensive Income For the years ended Net income $ 1,799,823 $ 4,001,222 Other comprehensive loss: Unrealized gains/losses on securities: Unrealized holding loss arising during the year (23,014) (45,681) Tax effect 7,002 17,587 Total other comprehensive loss (16,012) (28,094) Comprehensive income $ 1,783,811 $ 3,973,128 See Notes to Consolidated Financial Statements 5

8 Consolidated Statements of Changes in Shareholders' Equity For the years ended Accumulated Additional Other Total Common Paid-in Retained Comprehensive Shareholders' Stock Capital Earnings Income (Loss) Equity Balance at December 31, 2014 $ 1,314,347 $ 8,552,947 $ 10,150,257 $ 83,893 $ 20,101,444 Net income - - 4,001,222-4,001,222 Other comprehensive loss, net of tax (28,094) (28,094) Dividend paid - - (395,616) - (395,616) Stock options exercised 27, , ,688 Warrants exercised at $ , , ,576 Other (3,655) 3, Stock-based compensation - 23, ,603 Balance at December 31, ,364,948 8,970,213 13,755,863 55,799 24,146,823 Net income - - 1,799,823-1,799,823 Other comprehensive loss, net of tax (16,012) (16,012) Stock options exercised 11,200 72, ,178 Common stock issuance, net of costs 86,957 1,757, ,844,939 Stock-based compensation - 94, ,613 Balance at December 31, 2016 $ 1,463,105 $ 10,895,786 $ 15,555,686 $ 39,787 $ 27,954,364 See Notes to Consolidated Financial Statements 6

9 Consolidated Statements of Cash Flows For the years ended Cash flows from operating activities Net income $ 1,799,823 $ 4,001,222 Adjustments to reconcile net income to net cash from operating activities Depreciation expense 459, ,986 Provision for loan losses 1,318, ,084 Loss on disposal of property and equipment 72,320 - Loss (gain) on sale of other real estate owned 37,537 (1,513) Impairment of other real estate owned 119, ,216 Security premium discount amortization 53,938 68,645 Loss (gain) on sale of loans (5,830,593) (4,756,359) Gain on sale of mortgage loans (8,538,767) (3,486,989) Origination of mortgage loans held for sale, net of repayments (576,597,245) (335,726,844) Proceeds from sales of loans held for sale 544,943, ,494,205 Stock-based compensation 94,613 23,603 Earnings on bank owned life insurance (138,895) (147,393) Change in accrued interest receivable and other assets 673,688 (657,394) Change in accrued interest payable and other liabilities 1,338, ,653 Net cash provided by (used in) operating activities (40,192,581) 19,094,122 Cash flows from investing activities Available for sale securities: Purchases - (4,101,459) Maturities, prepayments and calls 1,258,102 3,323,038 Loan originations and payments, net (7,726,152) (39,266,349) Purchases of FHLB stock (459,728) - Proceeds from sale of other real estate owned 70, ,383 Purchase of property and equipment (1,375,838) (316,686) Net cash used in investing activities (8,233,153) (40,241,073) Cash flows from financing activities Net increase in deposits 38,883,123 36,529,503 Proceeds from (repayments on) FHLB advances 21,100,000 (10,100,000) Common stock issuance, net of costs 1,844,939 - Payment of cash dividend - (395,616) Proceeds from exercise of stock options and warrants 84, ,264 Net cash provided by financing activities 61,912,240 26,478,151 Net change in cash and cash equivalents 13,486,506 5,331,200 Cash and cash equivalents at beginning of period 12,345,640 7,014,440 Cash and cash equivalents at end of period $ 25,832,146 $ 12,345,640 Supplemental disclosures of cash flow information Cash paid during the period for interest $ 2,288,473 $ 1,990,713 Cash paid during the period for taxes 1,411,774 1,613,500 Loans transferred to other real estate owned 831, ,685 See Notes to Consolidated Financial Statements 7

10 Note 1. Summary of Significant Accounting Policies Nature of Operations and Principles of Consolidation: West Town Bancorp, Inc. (the Company ) is a North Carolina business corporation incorporated in 2015 to be the holding company of West Town Bank & Trust (the Bank ). The Bank was founded in 1922 as an Illinois statechartered bank, and its deposits are insured by the Federal Deposit Insurance Corporation ( FDIC ). On January 1, 2016, pursuant to a plan of share exchange approved by the shareholders of the Bank, all of the outstanding shares of common stock of the Bank were exchanged for shares of common stock of the Company, making the Bank a wholly-owned subsidiary of the Company. The Company has no operations other than ownership of the Bank. The Bank also has a wholly owned subsidiary, West Town Insurance Agency, Inc., which offers insurance products. The consolidated financial statements include the accounts of the parent company and its whollyowned subsidiary after elimination of all significant intercompany balances and transactions. The Bank provides banking services through its branch offices in Illinois and North Carolina and also maintains loan production offices in Florida, Idaho, Maryland, New Jersey, New York, North Carolina, and Pennsylvania. Its primary deposit products are checking, savings, and time certificate accounts, and its primary lending products are residential mortgage, real estate, commercial, and consumer loans. Substantially all loans are secured by specific items of collateral including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Additionally, the Bank engages in mortgage banking activities and, as such, originates and sells one-to-four family residential mortgage loans in multiple states. The Bank also lends in multiple states through its government-guaranteed lending program, which focuses on Small Business Administration ( SBA ) and United States Department of Agriculture ( USDA ) guaranteed loans. There are no significant concentrations of loans to any one industry or customer. However, the customers ability to repay their loans is dependent on the real estate and general economic conditions in the area. Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. Net cash flows are reported for customer loan and deposit transactions. Securities: Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income, net of tax. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage backed securities where prepayments are anticipated. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. 8

11 Note 1. Summary of Significant Accounting Policies, Continued Securities (continued): Management evaluates securities for other-than-temporary impairment ( OTTI ) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: (1) OTTI related to credit loss, which must be recognized in the income statement and (2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. Loans Held for Sale: Loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Loans held for sale are generally sold with servicing rights released. For loans held for sale that are sold with servicing rights retained, the carrying value of loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of loans are based on the difference between the selling price and the carrying value of the related loan sold. Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is wellsecured and in process of collection. Consumer loans are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include individually classified impaired loans. A loan is moved to nonaccrual status in accordance with the Company s policy, typically after 90 days of non-payment. 9

12 Note 1. Summary of Significant Accounting Policies, Continued Loans (continued): All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations, estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management s judgment, should be charged off. The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired. 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. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan s existing rate or at the fair value of collateral, less estimated selling costs, if repayment is expected solely from the collateral. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses. 10

13 Note 1. Summary of Significant Accounting Policies, Continued Allowance for Loan Losses (continued): The general component covers loans that are collectively evaluated for impairment. The general allowance component also includes loans that are not individually identified for impairment evaluation, such as commercial loans as well as those loans that are individually evaluated but are not considered impaired. The general component is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans (including troubled debt restructurings); levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; industry conditions; and effects of changes in credit concentration. The following portfolio segments have been identified: commercial, real estate and consumer. The following provides a summary of the risks associated with the various segments of the Company s loan portfolio, which are factors management regularly considers when evaluating the adequacy of the allowance: Commercial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses. Commercial loans are advanced for equipment purchases or to provide working capital to meet other financing needs of the business. These loans may be secured by accounts receivable, inventory, equipment or other business assets. Financial information is obtained from the borrower to evaluate the debt service coverage and ability to repay the loans. Commercial real estate loans are dependent on the industries tied to these loans as well as the local commercial real estate market, including available commercial real estate inventories, market demand and time to sell. The loans are secured by the real estate, and appraisals are obtained to support the loan amount. An evaluation of the entities cash flows is performed to evaluate the borrower s ability repay the loan. Residential real estate and home equity loans are affected by the local residential real estate market, the local economy, and movement in interest rates. The Company evaluates the borrower s repayment ability through a review of credit scores and debt to income ratios. Appraisals are obtained to support the loan amount. Consumer loans are dependent on the local economy. Consumer loans are generally secured by consumer assets, but may be unsecured. The Company evaluates the borrower s repayment ability through a review of credit scores and an evaluation of debt to income ratios. 11

14 Note 1. Summary of Significant Accounting Policies, Continued Servicing Rights: When loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports changes in fair value of servicing assets in earnings in the period in which the changes occur, and are included with other income on the income statement. The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses. Servicing fee income, which is reported in the consolidated statements of income as other income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. Servicing fees totaled $5,483 and $72,701 for the years ended, respectively. Late fees and ancillary fees related to loan servicing are not material. Transfers of Financial Assets: Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Property and Equipment: Land is carried at cost. Property and equipment are stated at cost less accumulated depreciation. Buildings and related components along with furniture, fixtures and equipment are depreciated using the straight-line method. Other real estate owned: Other real estate owned are initially recorded at fair value less estimated costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrow conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a write-down is taking through earnings. Operating costs after acquisition are expensed. As of, other real estate owned totaled $873,497 and $269,599, respectively. 12

15 Note 1. Summary of Significant Accounting Policies, Continued Federal Home Loan Bank (FHLB) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. Bank Owned Life Insurance: The Company has purchased life insurance policies on certain current and former key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Loan Commitments and Related Financial Instruments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Mortgage Banking Derivatives: The Company issues rate lock commitments to borrowers on prices quoted by secondary market investors. Derivatives related to these commitments are recorded as either assets or liabilities in the balance sheet and are measured at fair value. Changes in the fair value of the derivatives are reported in earnings or other comprehensive income (loss) depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting. The Company does not currently engage in any activities that qualify for hedge accounting. Accordingly, changes in fair value of these derivative instruments are included in noninterest income in the consolidated statements of income. Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. 13

16 Note 1. Summary of Significant Accounting Policies, Continued Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale, which are also recognized as separate components of equity. Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. See Note 9 for further discussion on loss contingencies. Dividend Restriction: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Company to shareholders. Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 13. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates. Advertising expenses Advertising costs are expensed as incurred. 14

17 Note 1. Summary of Significant Accounting Policies, Continued Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders equity. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ( FASB ) issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. In August 2015, the FASB deferred the effective date of ASU , Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU will be effective for the Company for reporting periods beginning after December 15, The Company will apply the guidance using a modified retrospective approach. In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017 including interim periods within these fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018 including interim periods within these fiscal years. In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The amendments will be effective for the Company for annual periods beginning after December 15, 2016, and interim periods within annual reporting periods beginning after December 15, In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company s financial position, results of operations or cash flows. 15

18 Note 2. Securities Available for Sale The amortized cost, unrealized gains and losses, and fair value of securities available for sale at December 31, 2016 and 2015 were as follows. December 31, 2016 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Collateralized mortgage obligations - agency residential $ 1,529,288 $ - $ (9,671) $ 1,519,617 Collateralized mortgage obligations - non-agency residential 79,998 25,744 (57) 105,685 Mortgage backed agency residential 3,367,995 59,766 (10,126) 3,417,635 Total $ 4,977,281 $ 85,510 $ (19,854) $ 5,042,937 December 31, 2015 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Collateralized mortgage obligations - agency residential $ 2,101,338 $ 1,670 $ (1,559) $ 2,101,449 Collateralized mortgage obligations - non-agency residential 117,029 28,837 (125) 145,741 Mortgage backed agency residential 4,063,952 74,110 (14,263) 4,123,799 Total $ 6,282,319 $ 104,617 $ (15,947) $ 6,370,989 In 2016 and 2015, the Company did not sell any securities. Contractual maturities of debt securities at December 31, 2016 were as follows. Securities not due at a single maturity date, primarily collateralized mortgage obligations, and mortgage-backed securities are shown separately. As of December 31, 2016, all securities owned were not due at a single maturity date. Securities pledged at had a carrying amount of $537,372 and $670,574 prospectively, and were pledged to secure public deposits. At, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of shareholders equity. 16

19 Note 2. Securities Available for Sale, Continued The following table summarizes securities with unrealized losses at, aggregated by major security type and length of time in a continuous unrealized loss position: December 31, 2016 Less than Twelve months twelve months or more Total Unrealized Unrealized Unrealized Fair value losses Fair value losses Fair value losses Available for sale Collateralized mortgage obligations - agency residential $ - $ - $ 1,519,617 $ (9,671) $ 1,519,617 $ (9,671) Collateralized mortgage obligations - non-agency 4,816 (57) - - 4,816 (57) residential Mortgage-backed agency residential 1,047,704 (10,126) - - 1,047,704 (10,126) Total available for sale $ 1,052,520 $ (10,183) $ 1,519,617 $ (9,671) $ 2,572,137 $ (19,854) December 31, 2015 Less than Twelve months twelve months or more Total Unrealized Unrealized Unrealized Fair value losses Fair value losses Fair value losses Available for sale Collateralized mortgage obligations - agency residential $ 1,902,462 $ (1,559) $ - $ - $ 1,902,462 $ (1,559) Collateralized mortgage obligations - non-agency residential 3,631 (125) - - 3,631 (125) Mortgage-backed agency residential 1,073,141 (14,263) - - 1,073,141 (14,263) Total available for sale $ 2,979,234 $ (15,947) $ - $ - $ 2,979,234 $ (15,947) Unrealized losses on securities have not been recognized into income because management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the securities approach maturity. Securities classified as available-for-sale are recorded at fair market value. There was one security classified as available-for-sale in an unrealized loss position for twelve months or more at December 31, The Company does not intend to sell this security, and it is more likely than not that the Company will not be required to sell this security before recovery of its amortized cost. The Company believes, based on industry analyst reports and credit ratings, that the deterioration in value is attributable to changes in market interest rates and not in the credit quality of the issuer and therefore, this loss is not considered other-than-temporary. 17

20 Note 3. Loans Loans at were as follows: Commercial $ 45,114,371 $ 31,649,654 Real Estate: Commercial real estate 91,424,648 78,385,562 Residential real estate 30,844,809 51,520,204 Consumer 1,243,898 1,483, ,627, ,038,464 Net deferred loan costs (fees) 1,483,826 1,013,924 Allowance for loan losses (2,318,256) (1,834,465) Loans, net $ 167,793,296 $ 162,217,923 Included above, the Company has SBA loans totaling $57,673,231 and $55,500,305 and USDA loans totaling $25,286,936 and $11,415,863 at, respectively. The Company has granted loans to executive officers, directors and their related business interests. These loans totaled $1,617,072 and $1,034,373 at, respectively. The following table presents the activity in the allowance for loan losses by class of loans for the year ended December 31, 2016: Commercial Residential Real Real Commercial Estate Estate Consumer Total Allowance for loan losses: Beginning balance: $ 36,656 $ 1,495,108 $ 300,530 $ 2,171 $ 1,834,465 Provision for loan losses 135, , ,769 (1,578) 1,318,957 Loans charged off (162,599) (315,610) (359,311) - (837,520) Recoveries - - 2,354-2,354 Ending balance $ 9,371 $ 1,998,950 $ 309,342 $ 593 $ 2,318,256 Ending balances: Individually evaluated for impairment $ - $ - $ 2,976 $ - $ 2,976 Collectively evaluated for impairment $ 9,371 $ 1,998,950 $ 306,366 $ 593 $ 2,315,280 Loans receivable: Ending balance - total $45,114,371 $ 91,424,648 $ 30,844,809 $ 1,243,898 $168,627,726 Ending balances: Individually evaluated for impairment $ - $ 4,291,459 $ 2,450,974 $ 1,043 $ 6,743,476 Collectively evaluated for impairment $45,114,371 $ 87,133,189 $ 28,393,835 $ 1,242,855 $ 161,884,250 18

21 Note 3. Loans, Continued The following table presents the activity in the allowance for loan losses by class of loans for the year ended December 31, 2015: Commercial Residential Real Real Commercial Estate Estate Consumer Total Allowance for loan losses: Beginning balance: $ 24,226 $ 1,021,998 $ 547,292 $ 6,484 $ 1,600,000 Provision for loan losses 12, ,110 (143) (4,313) 481,084 Loans charged off - - (250,413) - (250,413) Recoveries - - 3,794-3,794 Ending balance $ 36,656 $ 1,495,108 $ 300,530 $ 2,171 $ 1,834,465 Ending balances: Individually evaluated for impairment $ - $ 3,271 $ 19,156 $ - $ 22,427 Collectively evaluated for impairment $ 36,656 $ 1,491,837 $ 281,374 $ 2,171 $ 1,812,038 Loans receivable: Ending balance - total $ 31,649,654 $ 78,385,562 $ 51,520,204 $ 1,483,044 $ 163,038,464 Ending balances: Individually evaluated for impairment $ - $ 2,170,843 $ 3,159,147 $ 1,963 $ 5,331,953 Collectively evaluated for impairment $ 31,649,654 $ 76,214,719 $ 48,361,057 $ 1,481,081 $ 157,706,511 19

22 Note 3. Loans, Continued The following table presents information related to impaired loans by class of loans recorded at December 31, 2016: Unpaid Allowance for Principal Recorded Loan Losses Balance Investment Allocated With no related allowance recorded: Commercial real estate $ 4,607,069 $ 4,291,459 $ - Residential real estate 2,185,742 2,157,247 - Consumer 1,043 1,043-6,793,854 6,449,749 - With an allowance recorded: Residential real estate 293, ,727 2, , ,727 2,976 Total $ 7,087,581 $ 6,743,476 $ 6,743,476 The following table presents information related to impaired loans by class of loans recorded at December 31, 2015: Unpaid Allowance for Principal Recorded Loan Losses Balance Investment Allocated With no related allowance recorded: Commercial real estate $ 1,568,698 $ 1,568,698 $ - Residential real estate 3,053,963 2,853,479 - Consumer 1,963 1,963-4,624,624 4,424,140 - With an allowance recorded: Commercial real estate 602, ,145 3,271 Residential real estate 385, ,668 19, , ,813 22,427 Total $ 5,612,472 $ 5,331,953 $ 22,427 The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. Nonaccrual loans and impaired loans are defined differently. Some loans may be included in both categories, and some may only be included in one category. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans. The following table present the recorded investment in nonaccrual by class of loans as of December 31, 2016: Nonaccrual Residential real estate $ 1,794,737 Commercial real estate 1,651,210 Consumer 1,043 Total $ 3,446,990 20

23 Note 3. Loans, Continued The following table present the recorded investment in nonaccrual by class of loans as of December 31, 2015: Nonaccrual Residential real estate $ 2,598,808 Commercial real estate 711,049 Consumer 1,963 Total $ 3,311,820 The following table presents the aging of the recorded investment in past due loans by class of loans as of December 31, 2016: Recorded Greater Investment> Days Days Than Total Past Total Loans 90 Days and Past Due Past Due 90 Days Due Current Receivable Accruing Commercial $ 367,623 $ 88,910 $ - $ 456,533 $ 44,657,838 $ 45,114,371 $ - Commercial real estate 159, , ,566 90,768,082 91,424,648 - Residential real estate 406,168-1,026,714 1,432,882 29,411,927 30,844, ,987 Consumer 5, ,554 1,238,344 1,243,898 - $ 938,845 $ 88,910 $ 1,523,779 $ 2,551,535 $ 166,076,191 $ 168,627,726 $ 108,987 The following table presents the aging of the recorded investment in past due loans by class of loans as of December 31, 2015: Recorded Greater Investment> Days Days Than Total Past Total Loans 90 Days and Past Due Past Due 90 Days Due Current Receivable Accruing Commercial $ - $ - $ - $ - $ 31,649,654 $ 31,649,654 $ - Commercial real estate 1,002, ,002,997 77,382,565 78,385,562 - Residential real estate 1,379,833 58, ,420 2,073,132 49,447,072 51,520,204 - Consumer ,483,044 1,483,044 - $ 2,382,830 $ 58,879 $ 634,420 $ 3,076,129 $ 159,962,335 $ 163,038,464 $ - Troubled Debt Restructurings: The Company has allocated $0 and $3,271 in the allowance for loan losses for customers whose loan terms have been modified in troubled debt restructurings as of, respectively. The $2,496,264 and $2,009,549 of troubled debt restructurings at, respectively, are included in impaired loans above. The Company has not committed to lend any additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of. During the year ending 2016, the terms of certain loans were modified as trouble debt restructurings. The modification of the terms of such loans included one or a combination of the following: a deferral of payments on the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk. In 2015, there were no modified loans as trouble debt restructurings. 21

24 Note 3. Loans, Continued A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. There were no loans that subsequently defaulted (more than 90 days past due or charge-off ) within the first year of modification during 2016 and The following table presents loans by class modified as troubled debt restructurings that occurred during the year ended December 31, 2016: Post- Pre-Modification Modification Outstanding Outstanding Number Recorded Recorded of Contracts Investment Investment 2016 Commercial Real Estate 1 $ 1,137,887 $ 1,137,887 Total 1 $ 1,137,887 $ 1,137,887 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 includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a quarterly basis. The risk category of homogeneous loans is evaluated at origination and when a loan becomes delinquent. The Company uses the following definitions for risk ratings: Pass loans are loans that are performing and are deemed adequately protected by the net worth of the borrower or the underlying collateral value. These loans are considered the least risky in terms of determining the allowance for loan losses. Substandard loans typically have an identified weakness or weaknesses and are inadequately protected by the net worth of the borrower or collateral value. Doubtful loans have the same characteristics of a substandard loan with an additional weakness that makes collection or liquidation of the asset highly questionable, and there is a high probability of loss based on currently existing facts, conditions or values. Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. 22

25 Note 3. Loans, Continued The following is an analysis of our loan portfolio by credit quality indicators at December 31, 2016: Commercial Residential Commercial Real Estate Consumer Real Estate Total Grade: Pass $ 45,114,371 $ 87,925,631 $ 1,242,855 $ 29,656,314 $ 163,939,171 Substandard - 3,499,017 1,043 1,188,495 4,688,555 Doubtful $ 45,114,371 $ 91,424,648 $ 1,243,898 $ 30,844,809 $ 168,627,726 The following is an analysis of our loan portfolio by credit quality indicators at December 31, 2015: Commercial Residential Commercial Real Estate Consumer Real Estate Total Grade: Pass $ 31,649,654 $ 77,668,582 $ 1,481,081 $ 49,586,768 $ 160,386,085 Substandard - 716,980 1,963 1,933,436 2,652,379 Doubtful $ 31,649,654 $ 78,385,562 $ 1,483,044 $ 51,520,204 $ 163,038,464 Note 4. Loan Servicing Rights The Company accounts for loan servicing rights at fair value. The changes in fair value are recorded in the consolidated statements of income in other income. The Company values their loan servicing rights quarterly. During 2016, adjustments to fair value of the loan servicing rights totaled $1,293,420, which increased the loan servicing rights to $5,569,171 at December 31, 2016 from $4,275,751 at December 31, The valuation incorporates changes in discount rates and prepayment speed assumptions, mostly due to changes in interest rates. Discount rates are assigned on a product level basis, and reflect the rates of returns buyers of similar products require. The model for prepayment speeds considers loan characteristics including interest rate, product type, loan age, and original term, as well as current market conditions including short and long-term interest rate levels. The fair value of loan servicing rights is sensitive to changes in interest rates, including their effect on prepayment speeds. Fair value at December 31, 2016 was determined using discount rates ranging from 10.0% to 12.0%, prepayment speeds ranging from 1.85% to 2.73%, depending on the stratification, and a weighted average default rate of 1.75%. 23

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