Citizens Community Bancorp Inc. - Annual Report: 2019 (Form 10-K)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



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

For the fiscal year ended December 31, 2019



¨	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 001-33003

CITIZENS COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)



Maryland		20-5120010
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

2174 EastRidge Center, Eau Claire, WI 54701

(Address of principal executive offices)

715-836-9994

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:




Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	CZWI	NASDAQ Global Market SM

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

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 ý 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange

Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the closing price as of June 30, 2019, was approximately $114.0 million.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

At March 10, 2020 there were 11,151,009 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2020 Annual Meeting of the Stockholders of the Registrant are incorporated by reference into Part III of this report.

CITIZENS COMMUNITY BANCORP, INC.

FORM 10-K

December 31, 2019

TABLE OF CONTENTS



			Page Number
PART I			6
	ITEM 1.	BUSINESS	6
	ITEM 1A.	RISK FACTORS	12
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
	ITEM 2.	PROPERTIES	21
	ITEM 3.	LEGAL PROCEEDINGS	21
	ITEM 4.	MINE SAFETY DISCLOSURES	21
PART II			21
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
	ITEM 6.	SELECTED FINANCIAL DATA	23
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	58
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	117
	ITEM 9A.	CONTROLS AND PROCEDURES	117
	ITEM 9B.	OTHER INFORMATION	118
PART III			118
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	119
	ITEM 11.	EXECUTIVE COMPENSATION	119
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	119
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	119
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	119
PART IV			120
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	120
		SIGNATURES	123

As used in this report, the terms “we,” “us,” “our,” “Citizens Community Bancorp” and the “Company” mean Citizens Community Bancorp, Inc. and its wholly owned subsidiary, Citizens Community Federal N.A., unless the context indicates another meaning. As used in this report, the term “Bank” means our wholly owned subsidiary, Citizens Community Federal N.A.

Forward-Looking Statements

Certain matters discussed in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the Company intends that these forward-looking statements be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “estimates,” “intend,” “may,” “preliminary,” “planned,” “potential,” “should,” “will,” “would,” or the negative of those terms or other words of similar meaning. Similarly, statements that describe the Company’s future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are inherently subject to many uncertainties in the Company’s operations and business environment.

Factors that could affect actual results or outcomes include the matters described under the caption “Risk Factors” in Item 1A of this report and the following:


•	conditions in the financial markets and economic conditions generally;


•	the possibility of a deterioration in the residential real estate markets;


•	interest rate risk;


•	lending risk;


•	the sufficiency of loan allowances;


•	changes in the fair value or ratings downgrades of our securities;


•	competitive pressures among depository and other financial institutions;


•	our ability to maintain our reputation;


•	our ability to realize the benefits of net deferred tax assets;


•	our ability to maintain or increase our market share;


•	acts of terrorism and political or military actions by the United States or other governments;


•	legislative or regulatory changes or actions, or significant litigation, adversely affecting the Company or Bank;


•	increases in FDIC insurance premiums or special assessments by the FDIC;


•	disintermediation risk;


•	our inability to obtain needed liquidity;


•	risks related to the ongoing integration of F. & M. Bancorp. of Tomah Inc. (“F&M”) into the Company’s operations;


•	our ability to successfully execute our acquisition growth strategy;


•	risks posed by acquisitions and other expansion opportunities, including difficulties and delays in integrating the acquired business operations or fully realizing the cost savings and other benefits;


•	our ability to raise capital needed to fund growth or meet regulatory requirements;


•	the possibility that our internal controls and procedures could fail or be circumvented;


•	our ability to attract and retain key personnel;


•	our ability to keep pace with technological change;


•	cybersecurity risks;


•	changes in federal or state tax laws;


•	changes in accounting principles, policies or guidelines and their impact on financial performance;


•	restrictions on our ability to pay dividends; and


•	the potential volatility of our stock price.

Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this filing and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances occurring after the date of this report.

Transition Period

On September 25, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31, commencing December 31, 2018. In addition, on September 25, 2018, the Board of Directors of the Bank, adopted resolutions to amend the Bank’s bylaws to change the Bank’s fiscal year end from September 30

to December 31, commencing December 31, 2018. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the three month transition period from October 1, 2018 to December 31, 2018.

In this Annual Report, the periods presented are the fiscal year ended December 31, 2019 (which we sometimes refer to in this Annual Report as “fiscal 2019”), the three month transition period from October 1, 2018 to December 31, 2018 (which we sometimes refer to in this Annual Report as the “transition period”) and the year ended September 30, 2018 (which we sometimes refer to in this Annual Report as “fiscal 2018”). For comparison purposes, we have also included unaudited data for the year ended December 31, 2018.

PART 1

ITEM 1. BUSINESS

General

Citizens Community Bancorp, Inc. (the “Company”) is a Maryland corporation organized in 2004. The Company is a bank holding company and is subject to regulation by the Office of the Comptroller of the Currency (“OCC”) and by the Federal Reserve Bank. Our primary activities consist of holding the stock of our wholly-owned subsidiary bank, Citizens Community Federal N.A. (the “Bank”), and providing commercial, agricultural and consumer banking activities through the Bank. At December 31, 2019, we had approximately $1.53 billion in total assets, $1.20 billion in deposits, and $150.6 million in equity. Unless otherwise noted herein, all monetary amounts in this report, other than share, per share and capital ratio amounts, are stated in thousands.

Citizens Community Federal N.A.

The Bank is a federally chartered National Bank serving customers in Wisconsin and Minnesota through 28 full-service branch locations. Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato markets in Minnesota, and various rural communities around these areas. The Bank offers traditional community banking services to businesses, Agricultural operators and consumers, including one-to-four family residential mortgages, as well as expanded services through Wells Insurance Agency, Inc..

Acquisitions

On August 18, 2017, the Company completed its merger with Wells Financial Corporation (“WFC”), pursuant to the merger agreement, dated March 17, 2017. At that time, the separate corporate existence of WFC ceased, and the Company survived the merger. In connection with the merger, the Company caused Wells Federal Bank to merge with and into the Bank, with the Bank surviving the merger. The merger expanded the Bank's market share in Mankato and southern Minnesota, and added seven branch locations along with expanded services through Wells Insurance Agency, Inc.

On October 19, 2018, the Company completed its previously announced acquisition (the “Acquisition”) of United Bank for a total cash consideration of approximately $51.1 million, subject to certain post-closing purchase price adjustments and future indemnity claims. In connection with the acquisition, the Company merged United Bank with and into the Bank, with the Bank surviving the merger. See Note 2, “Acquisition” for additional information.

On December 3, 2018, the Bank entered into a Purchase and Assumption Agreement with Lake Michigan Credit Union providing for the sale of the Bank’s one branch located in Rochester Hills, MI. On May 17, 2019, the Company completed the sale of the Rochester Hills, MI branch for a deposit premium of 7 percent, or approximately $2.3 million, net of selling costs. The branch sale included approximately $34 million in deposits and $300,000 in fixed assets. The Bank retained all loans associated with the branch.

On January 21, 2019, the Company and F&M Merger Sub, Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation (“F&M”). On July 1, 2019, the Company closed on the acquisition of F&M and completed the related data systems conversion on July 14, 2019. See Note 2, “Acquisitions” for additional information.

Capital Raising Transactions

On June 20, 2018, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with each of a limited number of institutional and other accredited investors, including certain officers and directors of the Company (collectively the “Purchasers”), pursuant to which the Company sold an aggregate of 500,000 shares of the Company’s 8.00% Series A Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, (the “Series A Preferred Stock”), in a private placement (the “Private Placement”) at $130.00 per share, for aggregate gross proceeds of $65 million.

On September 28, 2018, each share of Series A Preferred Stock was mandatorily converted into 10 shares of common stock following receipt of stockholder approval of the issuance of the 5,000,000 shares of common stock.

Internet Website

We maintain a website at www.ccf.us. We make available through that website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports or documents, as soon as reasonably practicable after we electronically file those materials with, or furnish them to, the Securities and Exchange Commission (“SEC”). We are not

including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Transition Report on Form 10-K. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants.

Selected Consolidated Financial Information

This information is included in Item 6; “Selected Financial Data” herein.

Yields Earned and Rates Paid

This information is included in Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Statement of Operations Analysis” herein.

Rate/Volume Analysis

This information is included in Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Statement of Operations Analysis” herein.

Average Balance, Interest and Average Yields and Rates

This information is included in Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Statement of Operations Analysis” herein.

Lending Activities

We offer a variety of loan products including commercial real estate loans, commercial and industrial (C&I) loans, agricultural real estate loans, agricultural non-real estate loans, residential mortgages, home equity lines-of-credit and consumer loans. We make real estate, consumer, commercial and agricultural loans in accordance with the basic lending policies established by Bank management and approved by our Board of Directors. We focus our lending activities on individual consumers and small commercial borrowers within our market areas. Our lending has been historically concentrated primarily within Wisconsin and Minnesota. Competitive and economic pressures exist in our lending markets, and recent and any future developments in (a) the general economy, (b) real estate lending markets, and (c) the banking regulatory environment could have a material adverse effect on our business and operations. These factors may impact the credit quality of our existing loan portfolio, or adversely impact our ability to originate sufficient high quality loans in the future.

Our total gross outstanding loans, before net deferred loan costs and unamortized discounts on acquired loans, as of December 31, 2019, were $1.19 billion, consisting of $773.2 million in commercial agricultural real estate loans, $171.5 million in commercial/agricultural non-real estate loans, $184.7 million in residential real estate loans and $57.8 million in consumer non-real estate loans. See Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Balance Sheet Analysis” for further analysis of our loan portfolio.

Investment Activities

We maintain a portfolio of investments, consisting primarily of mortgage-backed securities, U.S. Government sponsored agency securities, corporate debt securities, corporate asset based securities and trust preferred securities. We attempt to balance our portfolio to manage interest rate risk, regulatory requirements, and liquidity needs while providing an appropriate rate of return commensurate with the risk of the investment. See Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Balance Sheet Analysis Investment Securities” for further analysis of our investment portfolio.

Deposits and Other Sources of Funds

General. The Company’s primary sources of funds are deposits; amortization, prepayments and maturities of outstanding loans; other short- term investments; and funds provided from operations.

Deposits. We offer a broad range of deposit products through our branches, including demand deposits, various savings and money-market accounts and certificates of deposit. Deposits are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”) up to statutory limits. At December 31, 2019, our total deposits were $1.20 billion including interest bearing deposits of $1.03 billion and non-interest bearing deposits of $168.2 million.

Borrowings. In addition to our primary sources of funds, we maintain access to additional sources of funds through borrowing, including FHLB borrowings, lines of credit with the Federal Reserve Bank, our Revolving Loan and our Note. See Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Balance Sheet Analysis Federal Home Loan Bank (FHLB) advances and other borrowings” for further analysis of our borrowings.

Competition

We compete with other financial institutions and businesses both in attracting and retaining deposits and making loans in all of our principal markets. We believe the primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, technology, convenient locations and office hours, and alternative delivery systems. One such delivery system is remote deposit capture for those commercial customers that are not conveniently located near one of our branches or mobile banking for retail customers. Competition for deposit products comes primarily from other banks, credit unions and non-bank competitors, including insurance companies, money market and mutual funds, and other investment alternatives. We believe the primary factors in competing for loans are interest rates, loan origination fees, and the quality and the range of lending services. Successful loan originations tend to depend not only on interest rate and terms of the loan but also on being responsive and flexible to the customer’s needs. Competition for loans comes primarily from other banks, mortgage banking firms, credit unions, finance companies, leasing companies and other financial intermediaries. Some of our competitors are not subject to the same degree of regulation as that imposed on national banks or federally insured institutions, and these other institutions may be able to price loans and deposits more aggressively. We also face direct competition from other banks and their holding companies that have greater assets and resources than ours. However, we have been able to compete effectively with other financial institutions by building customer relationships with a focus on small-business solutions, including internet and mobile banking, electronic bill pay and remote deposit capture.

Regulation and Supervision

The banking industry is highly regulated, and the Company and the Bank are subject to numerous laws and regulations. As a bank holding company, the Company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the “FRB”). The Bank is also subject to regulation, supervision and examination by the OCC. The Bank is a member of the Federal Reserve System and the Federal Home Loan Bank System. In addition, the Bank’s deposit accounts are insured by the FDIC to the maximum extent permitted by law, and the FDIC has certain enforcement powers over the Bank.

The following is a brief summary of material statutes and regulations that affect the Company and the Bank. The following summary is not a complete discussion or analysis and is qualified in its entirety by reference to the statutes and regulations summarized below. Changes in statutes, regulations and policies applicable to the Company or the Bank cannot be predicted with certainty, but they may have a material effect on the business and earnings of the Company.

Securities Regulation and Listing

Our common stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is listed on the NASDAQ Global Market under the symbol “CZWI.” We are subject to the information, proxy solicitation, insider trading, corporate governance, and other disclosure requirements and restrictions of the Exchange Act, as well as the Securities Act of 1933 (the “Securities Act”), both administered by the SEC. As a company listed on the NASDAQ Global Market, we are subject to NASDAQ standards for listed companies.

The Company is currently a “smaller reporting company” which allows us to provide certain simplified and scaled disclosures in our filings with the SEC. In June 2018, the SEC adopted amendments that raised the thresholds for a company to be eligible to provide scaled disclosures as a smaller reporting company to $250 million of public float. As such, we will remain a smaller reporting company for so long as the market value of the Company’s common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter is less than $250 million. Although we remain a smaller reporting company, we have become an “accelerated filer” because our public float exceeds $75 million.

Sarbanes-Oxley Act.

The Sarbanes-Oxley Act of 2002 (SOX) was enacted to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. SOX and the SEC’s implementing regulations include provisions addressing, among other matters, the duties, functions and qualifications of audit committees for all public companies; certification of financial statements by the chief executive officer and the chief financial officer; the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement; disclosure of off-balance sheet transactions; a prohibition on personal loans to directors and officers, except (in the case of banking companies) loans in the normal course of business; expedited filing requirements for reports of beneficial ownership of company stock by insiders; disclosure of a code of ethics for senior officers, and of any change or waiver of such code; the formation of a public accounting oversight board; auditor independence; disclosure of fees paid to the company’s auditors for non-audit services and limitations on the provision of such services; attestation requirements for company management and

external auditors, relating to internal controls and procedures; and various increased criminal penalties for violations of federal securities laws.

Section 404 of SOX requires management of the Company to undertake a periodic assessment of the adequacy and effectiveness of the Company’s internal control over financial reporting. Since the Company has become an “accelerated filer, “ we have become subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that an independent registered public accounting firm provide an attestation report on the Company’s internal control over financial reporting and the operating effectiveness of these controls, making the public reporting process more costly. The Company has incurred, and expects to continue to incur, costs in connection with its on-going compliance with Section 404.

The Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) significantly changed the regulatory structure for financial institutions and their holding companies, including with respect to lending, deposit, investment, trading and operating activities. Among other provisions, the Dodd-Frank Act:

•permanently increased the FDIC’s standard maximum deposit insurance amount to $250,000, changed the FDIC insurance assessment base to assets rather than deposits and increased the reserve ratio for the deposit insurance fund to ensure the future strength of the fund;

•repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts;

•created and centralized significant aspects of consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau (the “CFPB”). Smaller institutions are subject to rules promulgated by the CFPB and are also examined and supervised by their federal banking regulators for consumer compliance purposes;

•imposed limits for debit card interchange fees for issuers that have assets greater than $10 billion, which also could affect the amount of interchange fees collected by financial institutions with less than $10 billion in assets;

•restricted the preemption of state law by federal law and disallowed subsidiaries and affiliates of national banks from availing themselves of such preemption;

•imposed comprehensive regulation of the over-the-counter derivatives market subject to significant rulemaking processes, to include certain provisions that would effectively prohibit insured depository institutions from conducting certain derivatives businesses in the institution itself;

•established new requirements related to mortgage lending, including prohibitions against payment of steering incentives and provisions relating to underwriting standards, disclosures, appraisals and escrows;

•prohibited banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (the Volcker Rule); and

•implemented corporate governance revisions that apply to all public companies, not just financial institutions.

Federal banking regulators and other agencies including, among others, the FRB, the OCC and the CFPB, have been engaged in extensive rule-making efforts under the Dodd-Frank Act. Some of the rules that have been adopted or proposed to comply with Dodd-Frank Act mandates are discussed in more detail below.

2018 Regulatory Reform

In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. While the EGRRCPA maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these changes provide a framework that could result in meaningful regulatory relief for community banks such as the Bank. The EGRRCPA provides banks the option to elect whether or not to opt in to the new framework. After analysis, management of the Bank determined to not opt in.

Capital Adequacy

Banks and bank holding companies, as regulated institutions, are required to maintain minimum levels of capital. The FRB and the OCC have adopted minimum risk-based capital requirements (Tier 1 capital, common equity Tier 1 capital (“CET1”) and total capital) and leverage capital requirements, as well as guidelines that define components of the calculation of capital and the level of risk associated with various types of assets. Financial institutions are expected

to maintain a level of capital commensurate with the risk profile assigned to their assets in accordance with the guidelines.

In addition to the minimum risk-based capital and leverage ratios, banking organizations must maintain a “capital conservation buffer” consisting of CET1 in an amount equal to 2.5% of risk-weighted assets in order to avoid restrictions on

their ability to make capital distributions and to pay certain discretionary bonus payments to executive officers. In order to avoid those restrictions, the capital conservation buffer effectively increases the minimum CET1 capital, Tier 1 capital, and

total capital ratios for U.S. banking organizations to 7.0%, 8.5%, and 10.5%, respectively. Banking organizations with capital levels that fall within the buffer will be required to limit dividends, share repurchases or redemptions (unless replaced within the same calendar quarter by capital instruments of equal or higher quality), and discretionary bonus payments. The capital conservation buffer was fully phased in on January 1, 2019.

The Bank’s capital categories are determined solely for the purpose of applying the “prompt corrective action” rules described below and they are not necessarily an accurate representation of its overall financial condition or prospects for other purposes. Failure to meet capital guidelines could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting

brokered deposits, and certain other restrictions on its business. See “Bank Regulation - Prompt Corrective Action” below.

Bank Holding Company Regulation

As a bank holding company, the Company is subject to the Bank Holding Company Act of 1956 (the “BHCA”) and regulation and supervision by the FRB. A bank holding company is required to obtain the approval of the FRB before making certain acquisitions or engaging in certain activities. Bank holding companies and their subsidiaries are also subject to restrictions on transactions with insiders and affiliates.

A bank holding company is required to obtain the approval of the FRB before it may acquire all or substantially all of the assets of any bank, and before it may acquire ownership or control of the voting shares of any bank if, after giving effect to the acquisition, the bank holding company would own or control more than five percent of the voting shares of such bank. The approval of the FRB is also required for the merger or consolidation of bank holding companies.

Pursuant to the BHCA, the FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or ownership constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

The Company is required to file periodic reports with the FRB and provide any additional information the FRB may require. The FRB also has the authority to examine the Company and its subsidiaries, as well as any arrangements between the Company and its subsidiaries, with the cost of any such examinations to be borne by the Company. Banking subsidiaries of bank holding companies are also subject to certain restrictions imposed by federal law in dealings with their holding companies and other affiliates.

Federal law restricts the amount of voting stock of a bank holding company or a bank that a person or group may acquire without the prior approval of banking regulators. Under the federal Change in Bank Control Act and the regulations thereunder, a person or group must give advance notice to the Federal Reserve before acquiring control of any bank holding company, such as the Company, and the OCC before acquiring control of any national bank, such as the Bank. Under the BHCA and Federal Reserve guidance thereunder, a person or group will be presumed to control a bank holding company if they acquire a certain percentage of the bank holding company or if one or more other control factors are present. The Federal Reserve recently finalized a new rule, which will go into effect on April 1, 2020, that makes certain modifications and clarifications to the ownership levels and control factors that create the presumption of control.

Bank Regulation

Anti-Money Laundering and OFAC Regulation. The Bank is subject to a number of anti-money laundering laws (“AML”) and regulations. The Bank Secrecy Act of 1970 (“BSA”) and subsequent laws and regulations require the Bank to take steps to prevent the use of the Bank or its systems from facilitating the flow of illegal or illicit money or terrorist funds. Those requirements include ensuring effective board and management oversight, establishing policies and procedures, performing comprehensive risk assessments, developing effective monitoring and reporting capabilities, ensuring adequate training and establishing a comprehensive independent audit of BSA compliance activities.

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“Patriot Act”) significantly expanded the AML and financial transparency laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Regulations promulgated under the Patriot Act impose various requirements on financial institutions, such as standards for verifying client identification at account opening and maintaining expanded records (including “Know Your Customer” and “Enhanced Due Diligence” practices) and other obligations to maintain appropriate policies, procedures and controls to aid the process of preventing, detecting, and reporting money laundering and terrorist financing. An institution subject to the Patriot Act must provide AML training to employees, designate an AML compliance officer and annually audit the AML program to assess its effectiveness. The FDIC continues to issue regulations and additional guidance with respect to the application and requirements of BSA and AML.

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. Based on their administration by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), these are typically known as the “OFAC” rules. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “United States persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to United States jurisdiction (including property in the possession or control of United States persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

Failure of a financial institution to maintain and implement adequate BSA, AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution and result in material fines and sanctions. The Bank has implemented policies and procedures to comply with the foregoing requirements.

Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, in which all institutions are placed. The federal banking agencies have also specified by regulation the relevant capital levels for each category.

A “well-capitalized” bank is one that is not required to meet and maintain a specific capital level for any capital measure pursuant to any written agreement, order, capital directive, or prompt corrective action directive, and has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8%, a CET1 capital ratio of at least 6.5%, and a Tier 1 leverage ratio of at least 5%. Generally, a classification as well capitalized will place a bank outside of the regulatory zone for

purposes of prompt corrective action. However, a well-capitalized bank may be reclassified as “adequately capitalized” based on criteria other than capital, if the federal regulator determines that a bank is in an unsafe or unsound condition, or is engaged in unsafe or unsound practices, which requires certain remedial action.

The FRB may also set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. At this time, the bank regulatory agencies are more inclined to impose higher capital requirements to meet well-capitalized standards and future regulatory change could impose higher capital standards as a routine matter. The Bank, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed these minimum requirements and that are consistent with the Bank’s risk profile.

Deposit Insurance. The deposits of the Bank are insured by the Deposit Insurance Fund (DIF) of the FDIC up to the limits set forth under applicable law and are subject to the deposit insurance premium assessments of the DIF. Under the Dodd-Frank Act, the maximum per depositor FDIC insurance amount increased from $100,000 to $250,000. The FDIC applies a risk-based system for setting deposit insurance assessments, which was amended by the Dodd-Frank Act. Under this system, the assessment rates for an insured depository institution vary according to the level of risk incurred in its activities. To arrive at an assessment rate for a banking institution, the FDIC places it in one of four risk categories determined by reference to its capital levels and supervisory ratings. In addition, in the case of those institutions in the lowest risk category, the FDIC further determines its assessment rate based on certain specified financial ratios or, if applicable, its long-term debt ratings. The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. In addition to deposit insurance assessments, the FDIC is authorized to collect assessments from FDIC insured depository institutions to service the outstanding obligations of Financing Corporation (FICO).

The Dodd-Frank Act changed the assessment formula for determining deposit insurance premiums and modified certain insurance coverage provisions of the FDIA. The FDIC’s implementing rules redefined the base for FDIC insurance assessments from the amount of insured deposits to average consolidated total assets less average tangible equity.

Federal Home Loan Bank (“FHLB”) System. The Bank is a member of the FHLB of Chicago, which is one of the 11 regional Federal Home Loan Banks. The primary purpose of the FHLBs is to provide funding to their saving association members in support of the home financing credit function of the members. Each FHLB serves as a reserve or central bank for its members within its assigned region. FHLBs are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. FHLBs make loans or advances to members in accordance with policies and procedures established by the board of directors of the FHLB. These policies and procedures are subject to the regulation and oversight of the Federal Housing Financing Board. All advances from a FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. Long-term advances are required to be used for residential home financing and small business and agricultural loans.

As a member, the Bank is required to purchase and maintain stock in the FHLB of Chicago based on activity and membership requirements. As of December 31, 2019, the Bank had $7 million in FHLB stock, which was in compliance with this requirement. The Bank receives dividends on its FHLB stock.

Community Reinvestment Act. The Community Reinvestment Act (“CRA”) is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit needs of their communities. CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions, to assess their record of helping to meet the credit needs of their entire community, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. CRA further requires the agencies to take a financial institution’s record of meeting its community credit needs into account when evaluating applications for, among other things, domestic branches, consummating mergers or acquisitions or holding company formations.

The federal banking agencies have adopted regulations which measure a bank’s compliance with its CRA obligations on a performance-based evaluation system. This system bases CRA ratings on an institution’s actual lending service and investment performance rather than the extent to which the institution conducts needs assessments, documents community outreach or complies with other procedural requirements. The ratings range from “outstanding” to a low of “substantial noncompliance.”

The Bank had a CRA rating of “Satisfactory” as of its most recent regulatory examination.

Consumer Compliance and Fair Lending Laws. The Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Patriot Act, BSA, the Foreign Account Tax Compliance Act, CRA, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the National Flood Insurance Act, various state law counterparts, and the Consumer Financial Protection Act of 2010, which constitutes part of the Dodd-Frank Act. The enforcement of fair lending laws has been an increasing area of focus for regulators, including the OCC and CFPB.

Tax Cuts and Jobs Act

The Tax Cuts and Jobs Act of 2017 (“Tax Act”), enacted on December 22, 2017, reduces corporate Federal income tax rates for the Company from 34% to 24.5% for 2018, and 21% for 2019. The Company anticipates that this tax rate change should reduce its federal income tax liability in future years, but the Company did recognize certain effects of the tax law changes related to the revaluation of the deferred tax assets to both the revaluation of timing differences and the unrealized loss on securities. See Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Critical Accounting Estimates Income Taxes.”

Effects of Government Monetary Policy

The earnings of the Company are affected by general and local economic conditions and by the policies of various governmental regulatory authorities. In particular, the FRB regulates money supply, credit conditions and interest rates in order to influence general economic conditions, primarily through open market operations in United States Government Securities, varying the discount rate on member bank borrowings, setting reserve requirements against member and nonmember bank deposits, regulating interest rates payable by member banks on time and savings deposits and expanding or contracting the money supply. FRB monetary policies have had a significant effect on the operating results of commercial banks and their holding companies, including the Bank and the Company, in the past and are expected to continue to do so in the future.

Employees

At March 10, 2020, we had 261 full-time employees and 288 total employees, company-wide. We have no unionized employees, and we are not subject to any collective bargaining agreements.

ITEM 1A. RISK FACTORS

The risks described below are not the only risks we face. Additional risks that we do not yet know of or that we currently believe are immaterial may also impair our future business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline.

Our business may be adversely affected by conditions in the financial markets and economic conditions generally. We operate primarily in the Wisconsin and Minnesota markets. As a result, our financial condition, results of operations and cash flows are significantly impacted by changes in the economic conditions in those areas. In addition, our business is susceptible to broader economic trends within the United States economy. Economic conditions have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans, the value of the collateral securing loans and the stability of our deposit funding sources. A significant decline in general economic conditions caused by inflation, recession, tariffs, unemployment, changes in securities markets, changes in housing market prices, geopolitical uncertainties,

natural disasters, pandemics and election outcomes or other factors could impact economic conditions and, in turn, could have a material adverse effect on our financial condition and results of operations.

For example, it was reported in January 2020 that a novel strain of coronavirus, which first surfaced in China, had spread to several other countries, resulting in various uncertainties, including the potential impact to global economies, trade and consumer and corporate clients. To the extent uncertainty regarding the U.S. or global economy negatively impacts general economic conditions, consumer confidence and consumer credit factors, our business, financial condition and results of operations could be significantly and adversely affected.

Deterioration in the markets for residential real estate, including secondary residential mortgage loan markets, could reduce our net income and profitability. During the severe recession that lasted from 2007 to 2009, softened residential housing markets, increased delinquency and default rates, and volatile and constrained secondary credit markets negatively impacted the mortgage industry. Our financial results were adversely affected by these effects including changes in real estate values, primarily in Wisconsin and Minnesota, and our net income declined as a result. Decreases in real estate values adversely affected the value of property used as collateral for loans as well as investments in our portfolio. Continued slow growth in the economy since 2009 resulted in increased competition and lower rates, which has negatively impacted our net income and profits.

The foregoing changes could affect our ability to originate loans and deposits, the fair value of our financial assets and liabilities and the average maturity of our securities portfolio. An increase in the level of interest rates may also adversely affect the ability of certain of our borrowers to repay their obligations. If interest rates paid on deposits or other borrowings were to increase at a faster rate than the interest rates earned on loans and investments, our net income would be adversely affected.

We are subject to interest rate risk. Through our banking subsidiary, the Bank, our profitability depends in large part on our net interest income, which is the difference between interest earned from interest-earning assets, such as loans and mortgage-backed securities, and interest paid on interest-bearing liabilities, such as deposits and borrowings. Our net interest income will be adversely affected if market interest rates change such that the interest we pay on deposits and borrowings increase faster than the interest earned on loans and investments. Although the United States is currently in a low interest rate environment, there exists current speculation that interest rates may be even further reduced as a result of the economic impacts of the coronavirus. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time due to many factors that are beyond our control, including but not limited to: general economic conditions and government policy decisions, especially policies of the Federal Reserve Bank. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk.

We are subject to lending risk. There are inherent risks associated with our lending activities. These risks include the impact of changes in interest rates and changes in the economic conditions in the markets we serve, as well as those across the United States. An increase in interest rates or weakening economic conditions (such as high levels of unemployment) could adversely impact the ability of borrowers to repay outstanding loans, or could substantially weaken the value of collateral securing those loans. Downward pressure on real estate values could increase the potential for problem loans and thus have a direct impact on our consolidated results of operations.

We are subject to higher lending risks with respect to our commercial and agricultural banking activities which could adversely affect our financial condition and results of operations. Our loans include commercial and agricultural loans, which include loans secured by real estate as well as loans secured by personal property. Commercial real estate lending, including agricultural loans, typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Agricultural non-real estate loans carry significant risks as they may involve larger balances concentrated with a single borrower or group of related borrowers. In addition, repayment of such loans depends on the successful operation or management of the farm property securing the loan for which an operating loan is utilized. Farming operations may be affected by factors outside of the borrower’s control, including adverse weather conditions, such as drought, hail or floods that can severely limit crop yields and declines in market prices for agricultural products. Although the Bank manages lending risks through its underwriting and credit administration policies, no assurance can be given that such risks will not materialize, in which event, our financial condition, results of operations, cash flows and business prospects could be materially adversely affected.

Our allowance for loan losses may be insufficient. To address risks inherent in our loan portfolio, we maintain an allowance for loan losses that represents management’s best estimate of probable losses that exist within our loan portfolio. The level of the allowance reflects management’s continuing evaluation of various factors, including specific credit risks, historical loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Determining the appropriate level of the allowance for loan losses involves a high

degree of subjectivity and requires us to make estimates of significant credit risks, which may undergo material changes. In evaluating our impaired loans, we assess repayment expectations and determine collateral values based on all information that is available to us. However, we must often make subjective decisions based on our assumption about the creditworthiness of the borrowers and the values of collateral securing these loans.

Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in our allowance for loan losses. In addition, bank regulatory agencies periodically examine our allowance for loan losses and may require an increase in the allowance or the recognition of further loan charge-offs, based on judgments different from those of our management.

If charge-offs in future periods exceed our allowance for loan losses, we will need to take additional loan loss provisions to increase our allowance for loan losses. Any additional loan loss provision will reduce our net income or increase our net loss, which could have a direct material adverse effect on our financial condition and results of operations.

A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.

The Financial Accounting Standards Board (“FASB”) has adopted a new accounting standard that will be effective for the Company for our first fiscal year after December 15, 2022. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses Banking regulators expect the new accounting standard will increase the allowance for loan losses. Any change in the allowance for loan losses at the time of adoption will be an adjustment to retained earnings and would change the Bank’s capital levels. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.

Changes in the fair value or ratings downgrades of our securities may reduce our stockholders’ equity, net earnings, or regulatory capital ratios. At December 31, 2019, $180.1 million of our securities, were classified as available for sale and $2.9 million were classified as held to maturity. The estimated fair value of our available for sale securities portfolio may increase or decrease depending on market conditions. Our available for sale securities portfolio is comprised of fixed-rate, and to a lesser extent, floating rate securities. We increase or decrease stockholders’ equity by the amount of the change in unrealized gain or loss (the difference between the estimated fair value and amortized cost) of our available for sale securities portfolio, net of the related tax benefit or provision, under the category of accumulated other comprehensive income/loss. Therefore, a decline in the estimated fair value of this portfolio will result in a decline in our reported stockholders’ equity, as well as our book value per common share and tangible book value per common share. This decrease will occur even though the securities are not sold. In the case of debt securities, if these securities are never sold, the decrease may be recovered over the life of the securities.

We conduct a periodic review and evaluation of our securities portfolio to determine if the decline in the fair value of any security below its cost basis is other-than-temporary. Factors which we consider in our analysis include, but are not limited to, the severity and duration of the decline in fair value of the security, the financial condition and near-term prospects of the issuer, whether the decline appears to be related to issuer conditions or general market or industry conditions, our intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value and the likelihood of any near-term fair value recovery. We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience. If we deem such decline to be other-than-temporary related to credit losses, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income in the period in which the decline in value occurs.

We have, in the past, recorded other than temporary impairment (“OTTI”) charges, principally arising from investments in non-agency mortgage-backed securities. We do not currently hold any non-agency mortgage backed securities. We continue to monitor our securities portfolio as part of our ongoing OTTI evaluation process. No assurance can be given that we will not need to recognize OTTI charges related to securities in the future. Future OTTI charges would cause decreases to both Tier 1 and Risk-based capital levels which may expose the Company and/or the Bank to additional regulatory restrictions.

The capital that we are required to maintain for regulatory purposes is impacted by, among other factors, the securities ratings on our portfolio. Therefore, ratings downgrades on our securities may also have a material adverse effect on our risk-based regulatory capital levels.

Competition may affect our results. We face strong competition in originating loans, in seeking deposits and in offering other banking services. We compete with commercial banks, trust companies, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. Our market area is also served by commercial banks and savings associations that are substantially larger than us in terms of deposits and loans and have greater

human and financial resources. This competitive climate can make it difficult to establish, maintain and retain relationships with new and existing customers and can lower the rate we are able to charge on loans, increase the rates we must offer on deposits, and affect our charges for other services. Those factors can, in turn, adversely affect our results of operations and profitability.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

We may not have sufficient pre-tax net income in future periods to fully realize the benefits of our net deferred tax assets. Assessing the need for, or the sufficiency of, a valuation allowance requires management to evaluate all available evidence. Based on future pre-tax net income projections and the planned execution of existing tax planning strategies, we believe that it is more likely than not that we will fully realize the benefits of our net deferred tax assets. However, our current assessment is based on assumptions and judgments that may or may not reflect actual future results. If a valuation allowance becomes necessary, it could have a material adverse effect on our consolidated results of operations and financial condition.

Maintaining or increasing our market share may depend on lowering prices and market acceptance of new products and services. Our success depends, in part, on our ability to adapt our products and services to evolving industry standards and customer demands. We face increasing pressure to provide products and services at lower prices, which can reduce our net interest margin and revenues from our fee-based products and services. In addition, the widespread adoption of new technologies, including internet and mobile banking services, could require us to make substantial expenditures to modify or adapt our existing products and services. Also, these and other capital investments in our business may not produce expected growth in earnings anticipated at the time of the expenditure. We may not be successful in introducing new products and services, achieving market acceptance of our products and services, or developing and maintaining loyal customers, which in turn, could adversely affect our results of operations and profitability.

Acts or threats of terrorism and political or military actions by the United States or other governments could adversely affect general economic industry conditions. Geopolitical conditions may affect our earnings. Acts or threats of terrorism and political actions taken by the United States or other governments in response to terrorism, or similar activity, could adversely affect general or industry conditions and, as a result, our consolidated financial condition and results of operations.

We operate in a highly regulated environment, and are subject to changes, which could increase our cost structure or have other negative impacts on our operations. The banking industry is extensively regulated at the federal and state levels. Insured depository institutions and their holding companies are subject to comprehensive regulation and supervision by financial regulatory authorities covering all aspects of their organization, management and operations. We are also subject to regulation by the SEC. Our compliance with these regulations, including compliance with regulatory commitments, is costly. Regulation includes, among other things, capital and reserve requirements, permissible investments and lines of business, mergers and acquisitions, restrictions on transactions with insiders and affiliates, anti-money laundering regulations, dividend limitations, community reinvestment requirements, limitations on products and services offered, loan limits, geographical limits, and consumer credit regulations. The system of supervision and regulation applicable to us establishes a comprehensive framework for our operations and is intended primarily for the protection of the Deposit Insurance Fund, our depositors and the public, rather than our stockholders. Failure to comply with applicable laws, regulations or policies could result in sanction by regulatory agencies, civil monetary penalties, and/or damage to our reputation, which could have a material adverse effect on our business, consolidated financial condition and results of operations. In addition, any change in government regulation could have a material adverse effect on our business.

another type of corporation. Consequently, shareholders of the Company may be less likely to benefit from the rapid increases in stock prices that may result from tender offers or similar efforts to acquire control of other companies. Investors should be aware of these requirements when acquiring shares of our stock.

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

The Basel III Rules, which became effective for us on January 1, 2015, included new minimum risk-based capital and leverage ratios and refines the definition of what constitutes “capital” for calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from prior rules); and (iv) a Tier 1 leverage ratio of 4%. The Basel III Rules also establish a “capital conservation buffer” of 2.5%, and, when fully phased in, will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The capital conservation buffer was fully phased in on January 1, 2019. An institution is subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the buffer amount. The application of more stringent capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of the Basel III Rules could result in our having to lengthen the term of our funding sources, change our business models or increase our holdings of liquid assets. Specifically, the Bank’s ability to pay dividends will be limited if it does not have the capital conservation buffer required by the new capital rules, which may further limit the Company’s ability to pay dividends to stockholders.

We are subject to increases in FDIC insurance premiums and special assessments by the FDIC, which will adversely affect our earnings. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. For example, during 2008 and 2009, higher levels of bank failures dramatically increased resolution costs of the FDIC and depleted the Deposit Insurance Fund. On July 21, 2010, President Barack Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, in part, permanently raised the current standard maximum deposit insurance amount to $250,000 per customer (up from $100,000). These programs placed additional stress on the Deposit Insurance Fund. In order to maintain a strong funding position and restore reserve ratios of the Deposit Insurance Fund, the FDIC increased assessment rates of the insured institutions. If additional bank or financial institution failures increase, or if the cost of resolving prior failures exceeds expectations, we may be required to pay even higher FDIC premiums than the current levels. Any future increases or required prepayments of FDIC insurance premiums may adversely impact our earnings and financial condition.

Customers may decide not to use banks to complete their financial transactions, which could result in a loss of income to us. Technology and other changes are allowing customers to complete financial transactions that historically have involved banks at one or both ends of the transaction. For example, customers can now pay bills and transfer funds directly without going through a bank. The process of eliminating banks as intermediaries, known as disintermediation, could result in the loss of fee income, as well as the loss of customer deposits.

We could experience an unexpected inability to obtain needed liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits, and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. We seek to ensure our funding needs are met by maintaining an appropriate level of liquidity through asset/liability management. If we become unable to obtain funds when needed, it could have a material adverse effect on our business and, in turn, our consolidated financial condition and results of operations. Moreover, it could limit our ability to take advantage of what we believe to be good market opportunities for expanding our loan portfolio.

The success of the F&M Merger and the ongoing integration of F&M into the Company’s operations will depend on a number of uncertain factors. We completed our acquisition of F&M in July 2019. The success of the F&M Merger, including without limitation the realization of anticipated benefits and cost savings, will depend on a number of factors, including, without limitation:

•the Company’s ability to integrate F&M Bank operations into the Bank’s current operations;

•the Company’s ability to limit the outflow of deposits held by its new customers in the acquired branch offices and to successfully retain and manage loans acquired in the F&M Merger;

•the Company’s ability to control the incremental non-interest expenses from the acquired branch offices;

•the Company’s ability to retain and attract the appropriate personnel to staff the acquired branch offices; and

•the Company’s ability to successfully combine and integrate the businesses of the Company and F&M in a manner that permits growth opportunities.

Integrating the acquired operations continues to be a significant undertaking, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. No assurance can be given that the Company will be able to integrate the acquired operations successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, the diversion of management attention and resources, or inconsistencies in standards, controls, procedures and policies that adversely affect the Company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the F&M Merger. The Company may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect the Company’s existing profitability, that the Company will be able to achieve results in the future similar to those achieved by its existing banking business, or that the Company will be able to manage any growth resulting from the F&M Merger effectively.

If the Company experiences difficulties with the integration process and attendant systems conversion, the anticipated benefits of the F&M Merger may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on each of the Company and F&M during this transition period and for an undetermined period after completion of the F&M Merger on the combined company. In addition, the actual cost savings of the F&M Merger could be less than anticipated.

Our growth strategy includes selectively acquiring businesses through acquisitions of other banks, and our ability to consummate these acquisitions on economically advantageous terms acceptable to us in the future is unknown. Our growth strategy includes acquisitions of other banks that serve customers or markets we find desirable, including our recent acquisitions of Community Bank of Northern Wisconsin (“CBN”), WFC, United Bank and F&M. The market for acquisitions remains highly competitive, and we may be unable to find satisfactory acquisition candidates in the future that fit our acquisition and growth strategy. This competition could increase prices for potential acquisitions that we believe are attractive. Any such acquisitions could be funded through cash from operations, the issuance of equity and/or the incurrence of additional indebtedness, which amount may be material, or a combination thereof. Any acquisition could be dilutive to our earnings and stockholders’ equity per share of our common stock. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. To the extent that we are unable to find suitable acquisition candidates, an important component of our growth strategy may be lost.

Acquisition and expansion activities may disrupt our business, dilute existing stockholders and adversely affect our operating results. We recently acquired F&M in July 2019. We acquired United Bank in October 2018. We acquired WFC in August 2017 and CBN in May 2016. We intend to continue to evaluate potential acquisitions and expansion opportunities in the normal course of our business. Although the integration of WFC and CBN have been successfully completed and the integration of United Bank into our operations is proceeding well, we cannot assure you that we will be able to adequately or profitably manage the ongoing integration of F&M or any such future acquisitions. Acquiring other banks or financial service companies, such as F&M, as well as other geographic and product expansion activities, involve various risks including:

•risks of unknown or contingent liabilities;

•unanticipated costs and delays;

•risks that acquired new businesses do not perform consistent with our growth and profitability

•expectations;

•risks of entering new markets or product areas where we have limited experience;

•risks that growth will strain our infrastructure, staff, internal controls and management, which may

•require additional personnel, time and expenditures;

•exposure to potential asset quality issues with acquired institutions;

•difficulties, expenses and delays of integrating the operations and personnel of acquired institutions, and

•start-up delays and costs of other expansion activities;

•potential disruptions to our business;

•possible loss of key employees and customers of acquired institutions;

•potential short-term decreases in profitability; and

•diversion of our management’s time and attention from our existing operations and business.

Our failure to execute our acquisition strategy could adversely affect our business, results of operations, financial condition and future prospects.

Future growth, operating results or regulatory requirements may require us to raise additional capital but that capital may not be available. We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. To the extent our future operating results erode capital or we elect to expand through loan growth or acquisition, we may be required to raise additional capital.

Our ability to raise capital will depend on conditions in the capital markets, which are outside of our control, and on our financial performance. Accordingly, we cannot be assured of our ability to raise capital when needed or on favorable terms. If we cannot raise additional capital when needed or if we are subject to material unfavorable terms for such capital, we may be subject to increased regulatory supervision and the imposition of restrictions on our growth and business. These actions could negatively impact our ability to operate or further expand our operations and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on our consolidated financial condition and results of operations.

Our internal controls and procedures may fail or be circumvented. Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable assurances that the objectives of the system are met. Any (a) failure or circumvention of our controls and procedures, (b) failure to adequately address any internal control deficiencies, or (c) failure to comply with regulations related to controls and procedures could have a material effect on our business, consolidated financial condition and results of operations. See Item 9A “Controls and Procedures” for further discussion of our internal controls.

Our reporting obligations as a public company are costly. Reporting requirements of a public company change depending on the reporting classification in which the Company falls as of the end of its second quarter of each fiscal year. The Company is currently a “smaller reporting company” which allows us to provide certain simplified and scaled disclosures in our filings. We will remain a smaller reporting company for so long as the market value of the Company’s common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter is less than $250 million. Although we remain a smaller reporting company, we have become an “accelerated filer” because our public float exceeds $75 million. As such we have become subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that an independent registered public accounting firm provide an attestation report on the effectiveness of internal control over financial reporting, making the public reporting process more costly.

We may not be able to attract or retain key people. Our success depends, in part, on our ability to attract and retain key people. We depend on the talents and leadership of our executive team, including Stephen M. Bianchi, our Chief Executive Officer, and James S. Broucek, our Chief Financial Officer. Competition for the best people in most activities engaged in by us can be intense, and we may not be able to hire people or retain them. Although Mr. Bianchi and Mr. Broucek are under employment agreements expiring in 2022, unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our local markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

We continually encounter technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology driven by new or modified products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

We rely on network and information systems and other technologies, and, as a result, we are subject to various Cybersecurity risks. Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack, or damage. Our business involves the storage and transmission of customers’ personal information. While we have internal policies and procedures designed to prevent or limit the effect of a failure, interruption or security breach of our information systems, as well as contracts and service agreements with applicable outside vendors, we cannot be assured that any such failures, interruptions or security breaches will not occur or, if they do, that they will be addressed adequately. Unauthorized disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, could severely harm our business. Although we have implemented measures to prevent security breaches, cyber incidents and other security threats, our facilities and systems, and those of third party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human error, or other similar events that could have a material adverse effect on our business. Furthermore, the storage and transmission of such data is regulated at the federal and state level. Privacy information security laws and regulation changes, and compliance therewith, may result in cost increases due to system

changes and the development of new administrative processes. If we fail to comply with applicable laws and regulations or experience a data security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us or our vendors, our reputation could be damaged, possibly resulting in lost future business, and we could be subject to fines, penalties, administrative orders and other legal risks as a result of a breach or non-compliance.

Changes in federal or state tax laws could adversely affect our business, financial condition and results of operations. Our business, financial condition and results of operations are impacted by tax policy implemented at the federal and state level. The Tax Act was enacted in December 2017. Among other things, the Tax Act reduces the corporate federal income tax rate for the Company from 34 percent to 24.5 percent for 2018, and 21 percent for 2019, which would result in changes in the valuation of deferred tax asset and liabilities, and includes a number of provisions that will have an impact on the banking industry, borrowers and the market for single-family residential real estate. We revalued our net deferred tax assets to account for the future impact of the lower corporate tax rates. The recent changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. In addition, these recent changes may also have a disproportionate effect on taxpayers in states with high residential home prices and high state and local taxes. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could reduce our profitability and materially adversely affect our business, financial condition and results of operations.

We cannot predict whether any other tax legislation will be enacted in the future or whether any such changes to existing federal or state tax law would have a material adverse effect on our business, financial condition and results of operations. We continue to evaluate the impact the Tax Act and other enacted tax reform may have on our business, financial conduction and results of operations.

We are subject to changes in accounting principles, policies or guidelines. Our financial performance is impacted by accounting principles, policies and guidelines. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses.

From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our financial statements. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations. Changes in these standards are continuously occurring, and given recent economic conditions, more drastic changes may occur. The implementation of such changes could have a material adverse effect on our financial condition and results of operations.

Our ability to pay dividends depends primarily on dividends from our banking subsidiary, the Bank, which is subject to regulatory and other limitations. We are a bank holding company and our operations are conducted primarily by our banking subsidiary, the Bank. Since we receive substantially all of our revenue from dividends from the Bank, our ability to pay dividends on our common stock depends on our receipt of dividends from the Bank.

The Company is a legal entity separate and distinct from its banking subsidiary. As a bank holding company, the Company is subject to certain restrictions on its ability to pay dividends under applicable banking laws and regulations. Federal bank regulators are authorized to determine under certain circumstances relating to the financial condition of a bank holding company or a bank that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In particular, federal bank regulators have stated that paying dividends that deplete a banking organization’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings. In addition, in the current financial and economic environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.

The ability of the Bank to pay dividends to us is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. The Bank may not be able to generate adequate cash flow to pay us dividends in the future. The Company’s ability to pay dividends is also subject to the terms of its Business Note Agreement dated August 1, 2018, which prohibits the Company from making dividend payments while an event of default has occurred and is continuing under the loan agreement or from allowing payment of a dividend which would create an event of default. The Company has pledged 100% of Bank stock as collateral for the loan and credit facilities. The inability to receive dividends from the Bank could have an adverse effect on our business and financial condition.

Furthermore, holders of our common stock are only entitled to receive the dividends as our Board of Directors may declare out of funds legally available for such payments. Although we have historically paid cash dividends on our common stock, we are not required to do so and our Board of Directors could reduce or eliminate our common stock dividend in the

future. This could adversely affect the market price of our common stock.

Our shares of common stock are thinly traded and our stock price may be more volatile. Because our common stock is thinly traded, its market price may fluctuate significantly more than the stock market in general or the stock prices of similar companies, which are exchanged, listed or quoted on the NASDAQ Stock Market. We believe there are 10,667,886 shares of our common stock held by nonaffiliates as of March 10, 2020. Thus, our common stock will be less liquid than the stock of companies with broader public ownership, and as a result, the trading prices for our shares of common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company leases its main administrative offices located at 2174 EastRidge Center, Eau Claire, WI 54701. At December 31, 2019, the Bank had a total of 28 full-service branch offices located in the Wisconsin cities of Altoona, Barron, Eau Claire (2), Eleva, Ellsworth, Ettrick, Ladysmith, Lake Hallie, Mondovi, Osseo, Rice Lake (2), Spooner, Strum and

Tomah (2); and the Minnesota cities of Albert Lea, Blue Earth, Fairmont, Faribault, Mankato, Minnesota Lake, Oakdale, Red Wing, St. James, St. Peter and Wells. Of these, the Bank owns 22 and leases the remaining 6 branch offices. Management believes that our current facilities are adequate to meet our present and immediately foreseeable needs. For more information on our properties and equipment, see Note 6, Office Properties and Equipment of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. For more information on our leases, see Note 8, Leases of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, the Company and/or the Bank occasionally become involved in various legal proceedings. While the outcome of any such proceeding cannot be predicted with certainty, in our opinion, any liability from such proceedings would not have a material adverse effect on the business or financial condition of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

None

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Historically, trading in shares of our common stock has been limited. Citizens Community Bancorp, Inc. common stock is traded on the NASDAQ Global Market under the symbol “CZWI”.

We had approximately 622 stockholders of record at March 10, 2020. The number of stockholders does not separately reflect persons or entities that hold their stock in nominee or “street” name through various brokerage firms. We believe that the number of beneficial owners of our common stock on that date was substantially greater.

Dividends

The holders of our common stock are entitled to receive such dividends when and as declared by our Board of Directors and approved by our regulators. In determining the payment of cash dividends, our Board of Directors considers our earnings, capital and debt servicing requirements, the financial ratio guidelines of our regulators, our financial condition and other relevant factors.

The Company’s ability to pay dividends on its common stock is dependent on the dividend payments it receives from the Bank, since the Company receives substantially all of its revenue in the form of dividends from the Bank. Future dividends are not guaranteed and will depend on the Company’s ability to pay them. For more information on dividends, see Note 11, Capital Matters of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

Purchases of Equity Securities by the Issuer

On October 24, 2019, the Board of Directors approved a stock repurchase program. Under this program the Company may repurchase up to approximately 5% of the outstanding shares of its common stock as of October 24, 2019, or 563,504 shares, from time to time through October 1, 2020. From February 3, 2020 through March 6, 2020, the Company repurchased 155,666 shares at an average price of $11.75, for a total investment of $1.84 million, in accordance with Rule 10b5-1 of the Securities and Exchange commission. The table below shows information about our repurchases of our common stock during the period beginning on October 24, 2019 (the date on which the plan was adopted) and ending on December 31, 2019.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 24, 2019 - October 31, 2019	—	$	—	—	563,504
November 1, 2019 - November 30, 2019	—	$	—	—	563,504
December 1, 2019 - December 31, 2019	—	$	—	—	563,504
Total	—	$	—	—

This table does not include shares of common stock withheld from employees to satisfy tax withholding obligations associated with the vesting of restricted stock awards. During the three months ended December 31, 2019, the Company withheld an aggregate of 505 shares of common stock, with an average price of $11.13, from employees to satisfy such tax withholding obligations.

ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth selected historical financial and other data of the Company for the years and at the dates indicated. The information at December 31, 2019 and December 31, 2018, and for the twelve months ended December 31, 2019, the three months ended December 31, 2018, and the year ended September 30, 2018 is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto of the Company that appear in this Transition Report on Form 10-K. The information at September 30, 2018, 2017 and 2016 and the years ended September 30, 2017 and 2016 is derived in part from audited financial statements that do not appear in this Annual Report on Form 10-K. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8., “Financial Statements and Supplementary Data” included in this Form 10-K. See discussion of the Company’s acquisitions in Item 1., “Business”, in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Note 2. “Acquisition” in the consolidated financial statements.



	Year ended December 31,		Three month transition period ended December 31,
	2,019		2018
Selected Results of Operations Data:
Interest income	$	60,423	$	13,047
Interest expense	16,910		3,007
Net interest income	43,513		10,040
Provision for loan losses	3,525		950
Net interest income after provision for loan losses	39,988		9,090
Fees and service charges	8,649		1,790
Other non-interest income	6,326		736
Non-interest income	14,975		2,526
Non-interest expense	42,686		9,794
Income before provision for income taxes	12,277		1,822
Income tax provision	2,814		561
Net income	$	9,463	$	1,261
Per Share Data: (1)
Net income per share (basic) (1)	$	0.85	$	0.12
Net income per share (diluted) (1)	$	0.85	$	0.12
Cash dividends per common share	$	0.20	$	—
Book value per share at end of period	$	13.36	$	12.62
Tangible book value per share at end of period	$	9.89	$	9.03



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Year ended December 31,		Three month transition period ended December 31,
	2019		2018
Selected Financial Condition Data:
Total assets	1,531,249		1,287,924
Investment securities	182,970		151,575
Total loans, net of deferred costs (fees)	1,177,380		992,556
Total deposits	1,195,702		1,007,512
Short-term FHLB borrowings	73,471		98,813
Other FHLB borrowings	57,500		11,000
Other borrowings	43,560		24,647
Total shareholders’ equity	150,553		138,187
Weighted average basic common shares outstanding	11,114,328		10,942,920
Weighted average diluted common shares outstanding	11,121,435		10,967,386
Performance Ratios:
Return on average assets	0.68	%	0.42	%
Return on average total shareholders’ equity	6.59	%	3.65	%
Net interest margin (2)	3.37	%	3.56	%
Net interest spread (2)
Average during period	3.13	%	3.32	%
End of period	3.46	%	3.68	%
Net overhead ratio (3)	1.98	%	2.44	%
Average loan-to-average deposit ratio	98.55	%	94.99	%
Average interest bearing assets to average interest bearing liabilities	118.35	%	122.68	%
Efficiency ratio (4)	72.98	%	77.94	%
Asset Quality Ratios:
Non-performing loans to total loans (5)	1.71	%	0.82	%
Allowance for loan losses to:
Total loans (net of unearned income)	0.88	%	0.77	%
Non-performing loans	51.19	%	93.99	%
Net charge-offs to average loans	0.08	%	0.04	%
Non-performing assets to total assets	1.41	%	0.83	%
Capital Ratios:
Shareholders’ equity to assets (6)	9.83	%	10.73	%
Average equity to average assets (6)	10.26	%	11.52	%
Tier 1 capital (leverage ratio) (7)	10.4	%	9.7	%
Total risk-based capital (7)	13.1	%	12.7	%



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Years ended September 30, (dollars in thousands, except per share data)
	2018			2017		2016
Selected Results of Operations Data:
Interest income	38,896			$	27,878	$	25,084
Interest expense	8,593			5,610		5,007
Net interest income	30,303			22,268		20,077
Provision for loan losses	1,300			319		75
Net interest income after provision for loan losses	29,003			21,949		20,002
Fees and service charges	4,635			2,937		2,923
Net (loss) gain on sale of available for sale securities	(17		)	111		63
Other non-interest income	2,752			1,703		929
Non-interest income	7,370			4,751		3,915
Non-interest expense	29,764			22,878		20,058
Income before provision for income taxes	6,609			3,822		3,859
Income tax provision	2,326			1,323		1,286
Net income	$	4,283		$	2,499	$	2,573
Per Share Data: (1)
Net income per share (basic) (1)	$	0.72		$	0.47	$	0.49
Net income per share (diluted) (1)	$	0.58		$	0.46	$	0.49
Cash dividends per common share	$	0.20		$	0.16	$	0.12
Book value per share at end of period	$	12.45		$	12.48	$	12.27
Tangible book value per share at end of period	$	11.05		$	9.78	$	11.22



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Years ended September 30, (dollars in thousands, except per share data)
	2018		2017		2016
Selected Financial Condition Data:
Total assets	975,409		940,664		695,865
Investment securities	123,101		101,336		86,792
Total loans, net of deferred costs (fees)	759,247		732,995		574,439
Total deposits	746,529		742,504		557,677
Short-term FHLB borrowings	63,000		90,000		45,461
Other FHLB borrowings	—		—		13,830
Other borrowings	24,619		30,319		11,000
Total shareholders’ equity	135,847		73,483		64,544
Weighted average basic common shares outstanding	5,943,891		5,361,843		5,241,458
Weighted average diluted common shares outstanding	7,335,247		5,378,360		5,257,304
Performance Ratios:
Return on average assets	0.45	%	0.34	%	0.40	%
Return on average total shareholders’ equity	4.35	%	3.76	%	4.08	%
Net interest margin (2)	3.42	%	3.31	%	3.27	%
Net interest spread (2)
Average during period	3.27	%	3.19	%	3.15	%
End of period	3.37	%	3.47	%	3.31	%
Net overhead ratio (3)	2.35	%	2.48	%	2.39	%
Average loan-to-average deposit ratio	99.52	%	100.87	%	101.08	%
Average interest bearing assets to average interest bearing liabilities	114.92	%	114.96	%	114.38	%
Efficiency ratio (4)	79.01	%	84.67	%	83.60	%
Asset Quality Ratios:
Non-performing loans to total loans (5)	1.10	%	1.10	%	0.62	%
Allowance for loan losses to:
Total loans (net of unearned income)	0.89	%	0.81	%	1.06	%
Non-performing loans	81.04	%	73.90	%	169.92	%
Net charge-offs to average loans	0.07	%	0.07	%	0.10	%
Non-performing assets to total assets	1.14	%	1.49	%	0.62	%
Capital Ratios:
Shareholders’ equity to assets (6)	13.93	%	7.81	%	9.28	%
Average equity to average assets (6)	10.32	%	9.09	%	9.87	%
Tier 1 capital (leverage ratio) (7)	9.2	%	9.2	%	9.3	%
Total risk-based capital (7)	13.1	%	13.2	%	14.1	%


(1)	Earnings per share are based on the weighted average number of shares outstanding for the period.


(2)	Net interest margin represents net interest income as a percentage of average interest earning assets, and net interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.


(3)	Net overhead ratio represents the difference between non-interest expense and non-interest income, divided by average assets.


(4)	Efficiency ratio represents non-interest expense, divided by the sum of net interest income and non-interest income, excluding impairment losses from OTTI.


(5)	Non-performing loans are either 90+ days past due or nonaccrual. Non-performing assets consist of non-performing loans plus other real estate owned plus other collateral owned.


(6)	Company ratios


(7)	Bank regulatory ratios

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion sets forth management’s discussion and analysis of our results of operations for the year ended December 31, 2019 and the comparable unaudited twelve month period ended December 31, 2018, the three month transition period from October 1, 2018 to December 31, 2018 and the comparable unaudited three-month period ended December 31, 2017, and our financial position as of December 31, 2019 and December 31, 2018 , respectively. The MD&A should be read in conjunction with our consolidated financial statements, related notes, the selected financial data and the statistical information presented elsewhere in this Annual Report on Form 10-K for a more complete understanding of the following discussion and analysis. Unless otherwise noted, years refer to the Company’s fiscal years ended December 31, 2019 and September 30, 2018.

Historically, our fiscal years ended on September 30. On September 25, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31. The transition period began October 1, 2018 and ended December 31, 2018. In addition, on September 25, 2018, the Board of Directors of the Bank also adopted resolutions to amend the Bank’s bylaws to change the Bank’s fiscal year end from September 30 to December 31, commencing December 31, 2018. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the three month transition period from October 1, 2018 to December 31, 2018.

PERFORMANCE SUMMARY

The following is a brief summary of some of the significant factors that affected our operating results for the twelve months ended December 31, 2019. These items include the impact of the United Bank and F&M acquisitions, merger charges related to the acquisitions, the sale of the Bank’s only branch in Michigan during the second quarter of 2019 and the impact of higher professional service charges due to the change in our fiscal year end. In October 2018, we closed on the United Bank acquisition. As such, the transition period ended December 31, 2018, included approximately two and one half months impact of United Bank performance results offset by the impact of merger charges. The year ended December 31, 2019 included a full year of United Bank results and significantly lower merger charges. On July 1, 2019, we closed on the F&M acquisition. As a result, fiscal 2019 was positively impacted by six months of F&M income, which was more than offset by merger charges. Total related merger and acquisition charges were $3.9 million in fiscal 2019. Fiscal 2019 operating results were positively impacted by the net gain on sale of the Michigan branch totaling $2.3 million. Fiscal 2019 also included $0.4 million of professional fees related to the change in our fiscal year end.

When comparing, year over year results, changes in net interest income, non-interest income and non-interest expense are primarily due to the items discussed above. See the remainder of this section for a more thorough discussion. Unless otherwise stated, all monetary amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, other than share, per share and capital ratio amounts, are stated in thousands.

On July 1, 2019, the Company completed its previously announced acquisition (the “Acquisition”) of F. & M. Bancorp. of Tomah Inc. (“F&M”), which enhanced the composition of core community banking loans and increased our market presence in Wisconsin. In connection with the acquisition, the Company merged F&M with and into the Bank, with the Bank surviving the merger. See Note 2, “Acquisition” for additional information.

We reported net income of $9.46 million for the twelve months ended December 31, 2019, compared to net income of $4.20 million for the twelve months ended December 31, 2018. Diluted earnings per share were $0.85 for the twelve months ended December 31, 2019 compared to $0.49 for the twelve months ended December 31, 2018. Return on average assets for the twelve months ended December 31, 2019 was 0.68%, compared to 0.46% for the twelve months ended December 31, 2018. The return on average equity was 6.59% for the twelve months ended December 31, 2019 and 3.92% for the comparable period in 2018.

Management continues to execute its strategy to grow its commercial banking loan portfolios. In addition, the growth has allowed us to reduce concentrations in certain other loan portfolio segments, primarily those with longer-term fixed rates. We view our loan portfolio as follows: the Community Banking loan portfolio reflects management’s strategy to grow its commercial banking business and consumer lending. The Legacy loan portfolio reflects management’s planned reduction strategy to sell substantially all newly originated fixed rate one to four family residential real estate loans in the secondary market, and the discontinuation of originated and purchased indirect paper loans.

CRITICAL ACCOUNTING ESTIMATES

Our consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”). In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Some of these estimates are more critical than others. Below is a discussion of our critical accounting estimates.

Allowance for Loan Losses.

We maintain an allowance for loan losses to absorb probable and inherent losses in our loan portfolio. The allowance is based on ongoing, quarterly assessments of the estimated probable incurred losses in our loan portfolio. In evaluating the level of the allowance for loan loss, we consider the types of loans and the amount of loans in our loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, prevailing economic conditions and other relevant factors determined by management. We follow all applicable regulatory guidance, including the “Interagency Policy Statement on the Allowance for Loan and Lease Losses,” issued by the Federal Financial Institutions Examination Council (FFIEC). We believe that the Bank’s Allowance for Loan Losses Policy conforms to all applicable regulatory requirements. However, based on periodic examinations by regulators, the amount of the allowance for loan losses recorded during a particular period may be adjusted.

Our determination of the allowance for loan losses is based on (1) specific allowances for specifically identified and evaluated impaired loans and their corresponding estimated loss based on likelihood of default, payment history and net realizable value of underlying collateral. Specific allocations for collateral dependent loans are based on fair value of the underlying collateral relative to the unpaid principal balance of individually impaired loans. For loans that are not collateral dependent, the specific allocation is based on the present value of expected future cash flows discounted at the loan’s original effective interest rate through the repayment period; and (2) a general allowance on loans not specifically identified in (1) above, based on historical loss ratios, which are adjusted for qualitative and general economic factors. We continue to refine our allowance for loan losses methodology, with an increased emphasis on historical performance adjusted for applicable economic and qualitative factors.

Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received on impaired loans, any of which estimates may be susceptible to significant change. In our opinion, the allowance, when taken as a whole, reflects estimated probable loan losses in our loan portfolio.

Goodwill and Other Intangible Assets.

We account for goodwill and other intangible assets in accordance with ASC Topic 350, “Intangibles - Goodwill and Other.” The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill. The Company amortizes acquired intangible assets with definite useful economic lives over their useful economic lives utilizing the straight-line method. On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired. The Company does not amortize goodwill, but reviews goodwill for impairment at a reporting unit level on an annual basis, or when events or changes in circumstances indicate that the carrying amounts may be impaired. A reporting unit is defined as any distinct, separately identifiable component of the Company’s one operating segment for which complete, discrete financial information is available and reviewed regularly by the segment’s management. The Company has one reporting unit as of December 31, 2019 which is related to its banking activities. The Company has performed the required goodwill impairment test and has determined that goodwill was not impaired as of December 31, 2019.

Fair Value Measurements and Valuation Methodologies.

We apply various valuation methodologies to assets and liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular items being valued. Quoted market prices are referred to when estimating fair values for certain assets, such as most investment securities. However, for those items for which an observable liquid market does not exist, management utilizes significant estimates and assumptions to value such items. Examples of these items include loans, deposits, borrowings, goodwill, core deposit intangible assets, other assets and liabilities obtained or assumed in business combinations, and certain other financial instruments. These valuations require the use of various assumptions, including, among others, discount rates, rates of return on assets, repayment rates, cash flows, default rates, and liquidation values. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on the Company’s results of operations, financial condition or disclosures of fair value information.

In addition to valuation, the Company must assess whether there are any declines in value below the carrying value of assets that should be considered other than temporary or otherwise require an adjustment in carrying value and recognition of a loss in the consolidated statement of income. Examples include but are not limited to; loans, investment securities, goodwill, core deposit intangible assets and deferred tax assets, among others. Specific assumptions, estimates and judgments utilized by management are discussed in detail herein in management’s discussion and analysis of financial condition and results of operations and in notes 1, 2, 3, 4, 5, 6, 7, 14 and 15 of Notes to Consolidated Financial Statements.

Income Taxes.

Amounts provided for income tax expenses are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities, which arise principally from temporary differences between the amounts reported in the financial statements and the tax basis of certain assets and liabilities, are included in the amounts provided for income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and tax planning strategies which will create taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and if necessary, tax planning strategies in making this assessment.

The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgments concerning certain accounting pronouncements and application of specific provisions of federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be material to our consolidated results of our operations and reported earnings. We believe that the deferred tax assets and liabilities are adequate and properly recorded in the accompanying consolidated financial statements. As of December 31, 2019, management does not believe a valuation allowance related to the realizability of its deferred tax assets is necessary.

Business Combinations.

Business combinations are accounted for by applying the acquisition method of accounting. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value, and recognized separately from goodwill. Results of operations of the acquired entities are included in the consolidated statement of operations from the date of acquisition. The calculation of intangible assets, including core deposit intangibles, and the fair value of loans are based on significant judgments. Core deposit intangibles are calculated using a discounted cash flow model, based on various factors including, among others, discount rate, attrition rate, interest rate and cost of alternative funds.

Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Any allowance for loan loss on these pools reflects only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be collected). Determining the fair value of the acquired loans involves estimating the cash flows expected to be collected from both principal and interest on acquired loans, and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value, including, among others, the remaining life of the loans, delinquency status, estimated prepayments, internal risk ratings, estimated value of underlying collateral and interest rate environment.

STATEMENT OF OPERATIONS ANALYSIS

Twelve months ended December 31, 2019 vs. Twelve months ended December 31, 2018

Only as limited to the following sub-section of “Management’s Discussion and Analysis of Results of Operations” for the comparative twelve-month periods ended December 31, 2019 and December 31, 2018 (unaudited); (“2019”) and (“2018”) shall refer to the twelve-month periods ended December 31, 2019 and 2018, respectively.

Net Interest Income. Net interest income represents the difference between the dollar amount of interest earned on interest bearing assets and the dollar amount of interest paid on interest bearing liabilities. The interest income and expense of financial institutions are significantly affected by general economic conditions, competition, policies of regulatory authorities and other factors.

Interest rate spread and net interest margin are used to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on interest earning assets and the rate paid for interest bearing liabilities that fund those assets. Net interest margin is expressed as the percentage of net interest income to average interest earning assets. Net interest margin exceeds interest rate spread because non-interest bearing sources of funds (“net free funds”), principally demand deposits and stockholders’ equity, also support interest earning assets. The narrative below discusses net interest income, interest rate spread, and net interest margin.

Net interest income was $43.5 million for 2019 compared to $32.8 million for 2018. This increase was largely due to the increase in loan interest income resulting from the United Bank and F&M acquisitions and to a lesser extent, organic growth, partially offset higher deposit expense due to the increase in deposits from the United Bank and F&M acquisitions, and organic growth. In addition, scheduled loan accretion increased $0.3 million to $0.9 million for 2019 from $0.6 million for 2018. To fund the F&M acquisition, the Company increased debt resulting in interest expense of $0.3 million in 2019, which offset the benefit of increased scheduled accretion. Accretion due to the payoffs of purchased credit loans increased to $0.4 million for 2019 from $0.2 million for 2018.

The net interest margin for 2019 was 3.37% compared to 3.46% for 2018. The decrease in net interest margin is due to higher deposit costs, partially offset by higher loan yields.

Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following table shows interest income from average interest earning assets, expressed in dollars and yields, and interest expense on average interest bearing liabilities, expressed in dollars and rates. Also presented is the weighted average yield on interest earning assets on a tax-equivalent basis, rates paid on interest bearing liabilities and the resultant spread at December 31, 2019 and December 31, 2018. Non-accruing loans average balances are included in the table with the loans carrying a zero yield.



	Twelve months ended December 31, 2019						Twelve months ended December 31, 2018
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Average interest earning assets:
Cash and cash equivalents	$	29,948	$	672	2.24	%	$	28,044	$	435	1.55	%
Loans	1,074,952		54,647		5.08	%	782,846		38,658		4.94	%
Interest-bearing deposits	5,841		137		2.35	%	7,735		157		2.03	%
Investment securities (1)	171,747		4,332		2.60	%	127,191		2,856		2.40	%
Other investments	12,442		635		5.10	%	7,930		425		5.36	%
Total interest earning assets (1)	$	1,294,930	$	60,423	4.68	%	$	953,746	$	42,531	4.48	%
Average interest-bearing liabilities:
Savings accounts	$	155,848	$	651	0.42	%	$	112,056	$	285	0.25	%
Demand deposits	204,296		1,677		0.82	%	153,234		551		0.36	%
Money market	182,103		1,988		1.09	%	122,791		937		0.76	%
CD’s	352,924		7,114		2.02	%	280,871		4,297		1.53	%
IRA’s	42,134		744		1.77	%	34,349		402		1.17	%
Total deposits	$	937,305	$	12,174	1.30	%	$	703,301	$	6,472	0.92	%
FHLB Advances and other borrowings	156,885		4,736		3.02	%	107,120		3,243		3.03	%
Total interest-bearing liabilities	$	1,094,190	$	16,910	1.55	%	$	810,421	$	9,715	1.20	%
Net interest income			$	43,513					$	32,816
Interest rate spread					3.13	%					3.28	%
Net interest margin (1)					3.37	%					3.46	%
Average interest earning assets to average interest-bearing liabilities					1.18	%					1.18	%

(1) Fully taxable equivalent (FTE). The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 21% 2019 and the three months ended December 31, 2018 and 24.5% for the nine months ended September 30, 2018. The FTE adjustment to net interest income included in the rate calculations totaled $120 and $201 for the twelve month periods ended December 31, 2019 and 2018, respectively.

Rate/Volume Analysis. The following table presents the dollar amount of changes in interest income and interest expense for the components of interest earning assets and interest bearing liabilities that are presented in the preceding table. For each category of interest earning assets and interest bearing liabilities, information is provided on changes attributable to: (1) changes in volume, which are changes in the average outstanding balances multiplied by the prior period rate (i.e. holding the initial rate constant); and (2) changes in rate, which are changes in average interest rates multiplied by the prior period volume (i.e. holding the initial balance constant).



	Twelve months ended December 31, 2019 v. 2018 Increase (decrease) due to
	Volume (1)			Rate (1)			Total Increase / (Decrease)
Interest income:
Cash and cash equivalents	$	31		$	206		$	237
Loans	14,808			1,181			15,989
Interest-bearing deposits	(42		)	22			(20		)
Investment securities	1,137			339			1,476
Other investments	232			(22		)	210
Total interest earning assets	$	16,166		$	1,726		$	17,892
Interest expense:
Savings accounts	$	133		$	233		$	366
Demand deposits	222			904			1,126
Money market accounts	537			514			1,051
CD’s	1,239			1,578			2,817
IRA’s	103			239			342
Total deposits	2,234			3,468			5,702
FHLB Advances and other borrowings	1,502			(9		)	1,493
Total interest bearing liabilities	3,736			3,459			7,195
Net interest income	$	12,430		$	(1,733	)	$	10,697


(1)	the change in interest due to both rate and volume has been allocated in proportion to the relationship to the dollar amounts of the change in each.

Provision for Loan Losses. We determine our provision for loan losses (“provision”, or “PLL”) to provide an adequate allowance for loan losses (“ALL”) to reflect probable and inherent credit losses in our loan portfolio.

We recorded provisions for loan losses of $3.5 million for 2019 compared to $2.2 million for 2018. For 2019, approximately $2.0 million of provision related to growth in the originated loan portfolio, $0.43 million related to net charge-offs in the legacy portfolios and approximately $1.0 million of provision growth was attributed to specific reserves. In 2018, the provision was approximately $1.75 million primarily related to originated loan growth, and also, due to modest growth in the specific reserve and charge-offs of $0.4 million. The increase in specific reserves largely relates to the $10.4 million increase in classified assets in the originated loan portfolio. In 2019, the Bank provided $0.4 million specific reserves that were also charged off in 2019. The specific reserve increase relates largely to $0.7 million specific reserve attributed to two commercial credits, with the remaining increase in specific reserves related to one- to four-family residential loans and smaller commercial relationships.

Also contributing to higher provision for loan losses was the impact of the remix of the loan portfolio to commercial lending and runoff of one to four residential and indirect loans, which will increase the allowance due to higher provision levels on commercial lending utilized by the Bank. Management believes that the provision taken for the year ended December 31, 2019 is adequate in view of the present condition of the Bank’s loan portfolio and the sufficiency of collateral supporting non-performing loans. We are continually monitoring non-performing loan relationships and will make provisions, as necessary, if the facts and circumstances change. In addition, a decline in the quality of our loan portfolio as a result of general economic conditions, factors affecting particular borrowers or our market areas, or other factors could all affect the adequacy of our ALL.

If there are significant charge-offs against the ALL, or we otherwise determine that the ALL is inadequate, we will need to record an additional PLL in the future. See Note 1, “Nature of Business and Summary of Significant Accounting Policies - Allowance for Loan Losses” of “Notes to Consolidated Financial Statements and Supplementary Data” to this Form 10-K, for further analysis of the provision for loan losses.

Non-Interest Income. The following table reflects the various components of non-interest income for 2019 and 2018, respectively.



	Twelve months ended December 31,					Change from prior year
	2019		2018			2019 over 2018
Non-interest Income:
Service charges on deposit accounts	$	2,368	$	1,951		21.37%
Interchange income	1,735		1,314			32.04%
Loan servicing income	2,674		1,561			71.30%
Gain on sale of loans	2,462		1,037			137.42%
Loan fees and service charges	1,145		640			78.91%
Insurance commission income	734		716			2.51%
Gains (losses) on available for sale securities	271		(17		)	(1,694.12)%
Gain on sale of branch	2,295		—			N/M
Other	1,291		755			70.99%
Total non-interest income	$	14,975	$	7,957		88.20%

N/M means not meaningful

The higher level of non-interest income primarily relates to the impact of twelve months of United Bank and six months of F&M activity in 2019 compared to two and one half months of United Bank activity in 2018.

The increase in gains on sale of loans in 2019 reflects the impact of the merger discussed above, increased mortgage activity from the lower interest rate environment and $0.4 million of gain on sale of government guarantees of certain agricultural loans. In addition to the merger activity, loan fees and service charges increase also reflected higher commercial customer activity. Gain (losses) on available for sale securities reflects the municipal bond sale disclosed in more detail in the balance sheet analysis section. The Company sold the Rochester Hills, Michigan branch in the second quarter of 2019 for a $2.3 million gain, recorded in the gain on sale of branch line item above. In addition to the merger activity increases in other non-interest income, we recorded the receipt of a one-time payment of approximately $0.2 million on a loan charged-off prior to the Company’s acquisition.

Non-Interest Expense. The following table reflects the various components of non-interest expense for 2019 and 2018.



	Twelve months ended December 31,						% Change From prior year
	2019			2018			2019 over 2018
Non-interest Expense:
Compensation and related benefits	$	20,325		$	16,370		24.16%
Occupancy	3,697			3,078			20.11%
Office	2,188			1,775			23.27%
Data processing	3,938			3,217			22.41%
Amortization of intangible assets	1,497			808			85.27%
Amortization of mortgage servicing rights	1,108			420			163.81%
Advertising, marketing and public relations	1,214			822			47.69%
FDIC premium assessment	258			474			(45.57)%
Professional services	2,457			2,753			(10.75)%
(Gains) losses on repossessed assets, net	(125		)	491			(125.46)%
Other	6,129			2,207			177.71%
Total non-interest expense	$	42,686		$	32,415		31.69%
Non-interest expense (annualized) / Average assets	3.05		%	3.54		%

Amortization of mortgage servicing rights increase in 2019 from 2018 is due (1) a larger servicing portfolio primarily from the United Bank acquisition and lower interest rates which resulted in recording $0.3 million of MSR impairment which is included in amortization of mortgage servicing rights on the consolidated statement of operations and in the preceding table.

Advertising, marketing and public relations increase in expense in 2019 from 2018, reflects the 2019 Company branding of merged bank operations with two bank conversions in less than six months. Fiscal 2020 advertising, marketing and public relations expense is expected to decrease to the run rates previously experienced by the Company when including the run rates of the acquired companies.

FDIC premium assessment decreased due to two quarters of FDIC application of the Small Bank Assessment Credits. The Bank has approximately $0.05 million of remaining potential credits, whose application will be determined by the FDIC.

Professional fees related to merger expenses decreased $0.4 million to $0.5 million for 2019 compared to $0.9 million in 2018.

Other non-interest expense was largely due to an increase in merger expenses of $3.1 million to $3.3 million in 2019 from $0.2 million in 2018.

Income Taxes. Income tax provision was $2.8 million for 2019 compared to $2.0 million for 2018. Tax expense was favorably impacted by a Department of Treasury ruling in the fourth quarter of 2019 related to the continued non-taxable nature of certain acquired bank owned life insurance. This resulted in a $0.3 million reduction in tax expense related to certain United Bank acquired bank owned life insurance contracts due to the elimination of previously established deferred tax liability on these contracts.

In addition, the federal income tax rate was 21% in 2019 compared to 24.5% for 2018 due to the impact of the Tax Cuts and Jobs Act of 2017, enacted on December 22, 2017. Applying the new accounting guidance for the Tax Act, resulted in additional income tax provision of $0.06 million for the year ended December 31, 2018.

See Note 1, “Nature of Business and Summary of Significant Accounting Policies” and Note 14, “Income Taxes” in the accompanying Notes to Consolidated Financial Statements for a further discussion of income tax accounting, and the impact of the Tax Cuts and Jobs Act of 2017. Income tax expense recorded in the accompanying Consolidated Statements of Operations involves interpretation and application of certain accounting pronouncements and federal and state tax codes and is, therefore, considered a critical accounting policy. We undergo examination by various taxing authorities. Such taxing authorities may require that changes in the amount of tax expense or the amount of the valuation allowance be recognized when their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations.

Transition period ended December 31, 2018 vs. three months ended December 31, 2017 (Unaudited)

Net interest income on a tax-equivalent basis was $10,083 for the transition period ended December 31, 2018, compared to $7,580 for the transition period ended December 31, 2017. Interest income on tax exempt securities is computed on a tax equivalent basis. The net interest margin for the transition period ended December 31, 2018 was 3.56% compared to 3.42% for the transition period ended December 31, 2017. The 14 basis point increase includes the favorable impact of payoffs of acquired credit impaired loans of 8 basis points, increased accretion of 2 basis points due to United Bank and the favorable impact of United Bank, partially offset by higher borrowing costs.

Besides the additional net interest income provided from the United Bank acquisition, the Company's net interest margin benefited from $235,000 of interest income realized on the payoff of classified loans. These classified loans were related to loans acquired in a prior acquisition.

As shown in the rate/volume analysis table below, positive volume changes resulted in a $2,560 increase in net interest income for the transition period ended December 31, 2018. Average loan volume increases primarily result in the 73 day impact of the United Bank acquisition. Additionally, commercial real estate and non-real estate loan growth in the current three month period over the prior year three month period, resulted from management's strategy to continue to grow its Community Banking portfolio and allow runoff of its Legacy loan portfolio as discussed previously. The increase and changes in the composition of interest earning assets resulted in a $2,674 increase in interest income for the transition period ended December 31, 2018, and a $114 increase in interest expense due partially to acquisition of United Bank assets and liabilities. Rate changes on interest earning assets caused an increase in interest income by $961 and increased interest expense by $1,007, for a net impact of a $46 decrease in net interest income between the transition period ended December 31, 2018 and 2017.

Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following table shows interest income from average interest earning assets, expressed in dollars and yields, and interest expense on average interest bearing liabilities, expressed in dollars and rates. Also presented is the weighted average yield on interest earning assets on a tax-equivalent basis, rates paid on interest bearing liabilities and the resultant spread at December 31, 2018 and December 31, 2017. Non-accruing loans have been included in the table as loans carrying a zero yield.

Average interest earning assets were $1,123,040 for the transition period ended December 31, 2018 compared to $879,838 for the quarter ended December 31, 2017. Average loans outstanding increased to $921,951 for the quarter ended December 31, 2018 from $733,203 for the transition period ended December 31, 2017. Interest income on loans increased $3,118, of which $2,374 related to the increase in average outstanding balances, combined with an increase in interest income due to higher yields on such loans in the amount of $744.

Average interest bearing liabilities increased $134,126 for the transition period ended December 31, 2018 from their December 31, 2017 levels. Average interest bearing deposits increased $150,890, or 22.7% to $815,838 for the transition period ended December 31, 2018. Interest expense on interest bearing deposits increased $225 during the transition period ended December 31, 2018 from the volume and mix changes and increased $704 from the impact of the rate environment, resulting in an aggregate increase of $929 in interest expense on interest bearing deposits.



	Three months ended December 31, 2018						Three months ended December 31, 2017
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Average interest earning assets:
Cash and cash equivalents	$	40,733	$	195	1.90	%	$	30,848	$	67	0.86	%
Loans	921,951		11,839		5.09	%	733,203		8,721		4.72	%
Interest-bearing deposits	7,268		40		2.18	%	7,714		32		1.65	%
Investment securities (1)	145,114		861		2.47	%	100,737		513		2.23	%
Non-marketable equity securities, at cost	7,974		112		5.57	%	7,336		79		4.27	%
Total interest earning assets (1)	$	1,123,040	$	13,047	4.62	%	$	879,838	$	9,412	4.27	%
Average interest-bearing liabilities:
Savings accounts	$	165,434	$	145	0.35	%	$	96,230	$	22	0.09	%
Demand deposits	162,866		166		0.40	%	146,838		90		0.24	%
Money market	140,321		367		1.04	%	123,459		167		0.54	%
CD’s	309,428		1,329		1.70	%	263,429		839		1.26	%
IRA’s	37,789		124		1.30	%	34,992		84		0.95	%
Total deposits	$	815,838	$	2,131	1.04	%	$	664,948	$	1,202	0.72	%
FHLB Advances and other borrowings	99,595		876		3.49	%	116,359		683		2.33	%
Total interest-bearing liabilities	$	915,433	$	3,007	1.30	%	$	781,307	$	1,885	0.96	%
Net interest income			$	10,040					$	7,527
Interest rate spread					3.32	%					3.31	%
Net interest margin (1)					3.56	%					3.42	%
Average interest earning assets to average interest-bearing liabilities					1.23						1.13

(1) Fully taxable equivalent (FTE). The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 21% and 24.5% for the three months ended December 31, 2018 and December 31, 2017, respectively. The FTE adjustment to net interest income included in the rate calculations totaled $43 and $53 for the three months ended December 31, 2018 and 2017, respectively.



	Three months ended December 31, 2018 v. 2017 Increase (decrease) due to
	Volume (1)			Rate (1)			Total Increase / (Decrease)
Interest income:
Cash and cash equivalents	$	26		$	102		$	128
Loans	2,374			744			3,118
Interest-bearing deposits	(2		)	10			8
Investment securities	269			79			348
Non-marketable equity securities, at cost	7			26			33
Total interest earning assets	$	2,674		$	961		$	3,635
Interest expense:
Savings accounts	$	21		$	102		$	123
Demand deposits	11			65			76
Money market accounts	25			175			200
CD’s	161			329			490
IRA’s	7			33			40
Total deposits	225			704			929
FHLB Advances and other borrowings	(111		)	303			192
Total interest bearing liabilities	114			1,007			1,121
Net interest income	$	2,560		$	(46	)	$	2,514


(1)	the change in interest due to both rate and volume has been allocated in proportion to the relationship to the dollar amounts of the change in each.

Provision for Loan Losses. We determine our provision for loan losses (“provision”, or “PLL”) based on our desire to provide an adequate allowance for loan losses (“ALL”) to reflect probable and inherent credit losses in our loan portfolio.

We recorded provisions for loan losses of $950 for the transition period ended December 31, 2018 and $100 for the quarter ended December 31, 2017, respectively, largely impacted by reflecting strong organic loan growth charge-offs, and the remix of the loan portfolio discussed earlier. Commercial lending, under our ALL methodology commercial loans have, has a higher ALLL percentage and therefore higher provision than those association with the runoff Legacy portfolio. Management believes that the provision taken for the transition period ended December 31, 2018 is adequate in view of the present condition of the Bank's loan portfolio and the sufficiency of collateral supporting non-performing loans. We are continually monitoring non-performing loan relationships and will make provisions, as necessary, if the facts and circumstances change. In addition, a decline in the quality of our loan portfolio as a result of general economic conditions, factors affecting particular borrowers or our market areas, or other factors could all affect the adequacy of our ALL. If there are significant charge-offs against the ALL, or we otherwise determine that the ALL is inadequate, we will need to record an additional PLL in the future. See Note 1, “Nature of Business and Summary of Significant Accounting Policies - Allowance for Loan Losses” of "Notes to Consolidated Financial Statements and Supplementary Data" to this Form 10-K, for further analysis of the provision for loan losses.

Net loan charge-offs for the three months ended December 31, 2018 and 2017 were $94 and $183, respectively. Net charge-offs to average loans were 0.04% for the transition period ended December 31, 2018 and 0.10% for the transition period ended December 31, 2017.

Non-Interest Income. The following table reflects the various components of non-interest income for the transition periods ended December 31, 2018 and 2017, respectively.



	Three months ended December 31,				% Change from prior year
	2018		2017 (unaudited)		2018 over 2017 (unaudited)
Non-interest Income:
Service charges on deposit accounts	$	619	$	460	34.57%
Interchange income	336		306		9.80%
Loan servicing income	510		328		55.49%
Gain on sale of mortgage loans	388		294		31.97%
Loan fees and service charges	273		154		77.27%
Insurance commission income	162		166		(2.41)%
Other	238		231		3.03%
Total non-interest income	$	2,526	$	1,939	30.27%

N/M means not meaningful

The higher level of non-interest income primarily relates to the United Bank acquisition.

Non-Interest Expense. The following table reflects the various components of non-interest expense for the transition periods ended December 31, 2018 and 2017, respectively.



	Three months ended December 31,						% Change From prior year
	2018			2017 (unaudited)			2018 over 2017 (unaudited)
Non-interest Expense:
Compensation and related benefits	$	4,946		$	3,555		39.13%
Occupancy	808			705			14.61%
Office	464			438			5.94%
Data processing	993			704			41.05%
Amortization of intangible assets	325			162			100.62%
Amortization of mortgage servicing rights	175			90			94.44%
Advertising, marketing and public relations	226			149			51.68%
FDIC premium assessment	144			142			1.41%
Professional services	1,118			688			62.50%
Losses on repossessed assets, net	(30		)	13			N/M
Other	625			497			25.75%
Total non-interest expense	$	9,794		$	7,143		37.11%
Non-interest expense (annualized) / Average assets	3.29		%	3.10		%

N/M means not meaningful

The higher level of non-interest expense primarily relates to the United Bank acquisition and the impact of merger activity. Merger related expenses incurred this quarter and included in the non-interest expense in the consolidated statement of operations consisted of the following: (1) $352,000 recorded in compensation and benefits, (2) $580,000 recorded in professional services and (3) $215,000 recorded in other non-interest expense. Branch closure costs incurred this quarter consisted of $9,000 recorded in professional services and $3,000 recorded in other non-interest expense in the consolidated statement of operations. Audit and financial reporting expensed, related to our year end change, consisted of $135,000 recorded in professional services in the consolidated statement of operations during the quarter ended December 31,2018.

Professional fees increased over the quarter due to engaging third-party contractors associated with the United Bank acquisition, the F. & M. Bancorp acquisition, the sale of the Michigan branch office and expenses associated

with changing the fiscal year end to December 31 from September 30. The Company recognized approximately $490,000 in professional fees related to the United Bank acquisition, approximately $90,000 in professional fees for the F. & M. Bancorp acquisition, approximately $9,000 in professional fees related to the Michigan branch sale and approximately $135,000 in professional fees associated with changing the fiscal year end.

Income Taxes. Income tax provision was $561 for the transition period ended December 31, 2018, compared to $883 for the quarter ended December 31, 2017. Our effective tax rate decreased from 39.7% for the three months ended December 31, 2017 to 30.8% for the three months ended December 31, 2018. The Tax Cuts and Jobs Act of 2017 ("the Tax Act"), enacted on December 22, 2017, reduced the corporate Federal income tax rate for the Company from 24.5% for the quarter ended December 31, 2017, to 21% for the transition period ended December 31, 2018. GAAP required the impact of the provisions of the Tax Act be accounted for in the period of enactment. At December 31, 2017, the Company revalued its net deferred tax assets to account for the future impact of lower corporate taxes. For the items for which we were able to determine a reasonable estimate, we recorded an increased provisional amount of income tax expense of $275 in December 2017, related to the revaluation of the deferred tax assets to both the revaluation of timing differences and the unrealized loss on securities. See Income Taxes 2018 compare, to 2017 results of operations for more detail.

BALANCE SHEET ANALYSIS

Total assets increased $243.3 million to $1.53 billion at December 31, 2019 from $1.29 billion at December 31, 2018. The December 31, 2019 asset growth from December 31, 2018 included the impact of the F&M acquisition of $193.6 million and net organic loan growth of approximately $57 million.

Cash and Cash Equivalents. Cash and cash equivalents increased from $45.8 million at December 31, 2018 to $55.8 million at December 31, 2019. The increase is largely due to the impact of customer activity, primarily wires received later in the day at year-end.

Investment Securities. We manage our securities portfolio to provide liquidity, in an effort to improve interest rate risk, enhance income. Our investment portfolio is comprised of securities available for sale (AFS) and securities held to maturity (HTM) We have not purchased any securities for our HTM portfolio in in the past year and as such, the HTM portfolio balances have decreased.

Securities AFS (recorded at fair value), which represent the majority of our investment portfolio, grew to $180.1 million at December 31, 2019 compared with $146.7 million at December 31, 2018. The growth in the AFS portfolio was largely due to maintaining on-balance liquidity above the Company’s 10% target. Part of this growth is due to impact of the F&M acquisition, as noted above, which increased total assets.

Additionally, during the year, we sold the vast majority of our obligations of state and local government agency (municipal) portfolio. The proceeds from the sale, along with the growth in available for sale securities balances, were largely reinvested in mortgage-backed securities, corporate debt securities and investments in trust preferred securities, resulting in their respective increases. The trust preferred securities reprice based on LIBOR plus a spread, and current issuers of these securities are bank holding companies with assets of $50 billion or more.

The amortized cost and market values of our investment securities by asset categories as of the dates indicated below were as follows:



Available for sale securities	Amortized Cost		Fair Value
December 31, 2019
U.S. government agency obligations	$	52,020	$	51,805
Obligations of states and political subdivisions	281		281
Mortgage backed securities	70,806		71,331
Corporate debt securities	18,776		18,725
Corporate asset based securities	27,718		26,854
Trust preferred securities	11,167		11,123
Total available for sale securities	$	180,768	$	180,119

December 31, 2018
U.S. government agency obligations	$	46,215	$	45,298
Obligations of states and political subdivisions	35,162		34,728
Mortgage backed securities	42,279		41,350
Agency securities	104		148
Corporate debt securities	6,577		6,305
Corporate asset based securities	18,928		18,896
Total available for sale securities	$	149,265	$	146,725



Held to maturity securities	Amortized Cost		Fair Value
December 31, 2019
Obligations of states and political subdivisions	$	300	$	302
Mortgage-backed securities	2,551		2,655
Total held to maturity securities	$	2,851	$	2,957

December 31, 2018
Obligations of states and political subdivisions	$	1,701	$	1,698
Mortgage-backed securities	3,149		3,174
Total held to maturity securities	$	4,850	$	4,872

The amortized cost and fair values of our investment securities by maturity, as of December 31, 2019 were as follows:



Available for sale securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	141	$	141
Due after one year through five years	5,900		5,959
Due after five years through ten years	43,269		43,180
Due after ten years	60,652		59,508
Total securities with contractual maturities	109,962		108,788
Mortgage backed securities	70,806		71,331
Total available for sale securities	$	180,768	$	180,119



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due after one year through five years	$	300	$	302
Mortgage backed securities	2,551		2,655
Total held to maturity securities	$	2,851	$	2,957

The amortized cost and fair values of our investment securities by maturity, as of December 31, 2018 were as follows:



Available for sale securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	2,177	$	2,172
Due after one year through five years	22,296		22,043
Due after five years through ten years	43,014		42,081
Due after ten years	39,395		38,931
Total securities with contractual maturities	106,882		105,227
Mortgage backed securities	42,279		41,350
Securities without contractual maturities	104		148
Total available for sale securities	$	149,265	$	146,725



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	680	$	678
Due after one year through five years	1,021		1,020
Total securities with contractual maturities	1,701		1,698
Mortgage backed securities	3,149		3,174
Total held to maturity securities	$	4,850	$	4,872

The following tables show the fair value and gross unrealized losses of securities with unrealized losses, as of the dates indicated below, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position:



	Less than 12 Months				12 Months or More				Total
Available for sale securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2019
U.S. government agency obligations	$	14,593	$	156	$	10,540	$	191	$	25,133	$	347
Obligations of states and political subdivisions	—		—		—		—		—		—
Mortgage-backed securities	22,537		62		5,883		48		28,420		110
Agency securities	—		—		—		—		—		—
Corporate debt securities	7,001		15		1,398		102		8,399		117
Corporate asset based securities	8,683		285		18,171		579		26,854		864
Trust preferred securities	7,420		79		—		—		7,420		79
Total available for sale securities	$	60,234	$	597	$	35,992	$	920	$	96,226	$	1,517

December 31, 2018
U.S. government agency obligations	$	25,061	$	165	$	19,755	$	765	$	44,816	$	930
Obligations of states and political subdivisions	5,807		28		24,124		428		29,931		456
Mortgage-backed securities	3,518		9		31,040		930		34,558		939
Agency securities	28		5		—		—		28		5
Corporate debt securities	1,233		17		5071		255		6,304		272
Corporate asset based securities	10,142		40		—		—		10,142		40
Total available for sale securities	$	45,789	$	264	$	79,990	$	2,378	$	125,779	$	2,642



	Less than 12 Months				12 Months or More				Total
Held to maturity securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2019
Obligations of states and political subdivisions	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities	—		—		—		—		—		—
Total held to maturity securities	$	—	$	—	$	—	$	—	$	—	$	—

December 31, 2018
Obligations of states and political subdivisions	$	1,290	$	1	$	409	$	2	$	1,699	$	3
Mortgage-backed securities	1,238		3		1,319		14		2,557		17
Total held to maturity securities	$	2,528	$	4	$	1,728	$	16	$	4,256	$	20

Unrealized losses reflected in the preceding tables have not been included in results of operations because the unrealized loss was not deemed other-than-temporary. Management has determined that more likely than not, the Company neither intends to sell, nor will it be required to sell each debt security before its anticipated recovery, and therefore recovery of cost will occur.

The composition of our investment securities portfolio by credit rating as of the periods indicated below was as follows:



	December 31,				December 31,
	2019				2018
Available for sale securities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Agency	$	122,826	$	123,136	$	88,494	$	86,648
AAA	4,383		4,245		3,566		3,535
AA	23,475		22,749		42,608		42,305
A	18,776		18,725		12,991		12,662
BBB	11,167		11,123		—		—
Below investment grade	—		—		—		—
Non-rated	141		141		1,606		1,575
Total available for sale securities	$	180,768	$	180,119	$	149,265	$	146,725



	December 31,				December 31,
	2019				2018
Held to maturity securities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. government agency	$	2,551	$	2,655	$	3,149	$	3,174
AAA	—		—		—		—
AA	125		126		395		395
A	—		—		956		955
BBB	—		—		—		—
Below investment grade	—		—		—		—
Non-rated	175		176		350		348
Total	$	2,851	$	2,957	$	4,850	$	4,872

At December 31, 2019, the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $5,990 and mortgage-backed securities with a carrying value of $13,999 as collateral against specific municipal deposits. At December 31, 2019, the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $1,609 as collateral against a borrowing line of credit with the Federal Reserve Bank. However, at December 31, 2019, there were no borrowings outstanding on this Federal Reserve Bank line of credit. At December 31, 2019, the Bank also has mortgage backed securities with a carrying value of $696 pledged as collateral to the Federal Home Loan Bank of Des Moines.

Loans. Total loans outstanding, net of deferred loan fees and costs, increased to $1.18 billion at December 31, 2019 from $992.6 million at December 31, 2018,

Gross loans increased to $1.19 billion at December 31, 2019 from $999.4 million at December 31, 2018, due to $130.3 million from the F&M acquisition and net organic loan growth of approximately $57 million. Approximately $12.7 million of the loan growth represented line of credit draws of a single customer taken on December 31, 2019, which were repaid on January 2, 2020. At December 31, 2019, total gross Community Banking portfolio loans, consisting of commercial, agricultural and consumer loans was $971.3 million or 82% of total gross loans, compared to $717.9 million or 72% of total gross loans at December 31, 2018. This mix change was primarily due to the impact of the F&M acquisition, and to a lesser extent, the continued mix shift to growing the community banking portfolio and the planned runoff of the legacy loan portfolio. The legacy portfolio loans, consisting of indirect paper and one-to-four family loans totaled $215.9 million or 18% at December 31, 2019 compared to $281.5 million or 28% at December 31, 2018.

The following table reflects the composition, or mix, of our loan portfolio at December 31, 2019 and the transition period ended December 31, 2018:



	December 31, 2019					December 31, 2018
	Amount			Percent		Amount			Percent
Community Banking Loan Portfolios:
Commercial/Agricultural real estate:
Commercial real estate	$	514,459		43.7	%	$	357,959		36.1	%
Agricultural real estate	85,363			7.3	%	86,015			8.7	%
Multi-family real estate	87,008			7.4	%	69,400			7.0	%
Construction and land development	86,410			7.3	%	22,691			2.3	%
Commercial/Agricultural non-real estate:
Commercial non-real estate	133,734			11.4	%	112,427			11.3	%
Agricultural non-real estate	37,780			3.2	%	36,327			3.7	%
Residential real estate:
Purchased HELOC loans	8,407			0.7	%	12,883			1.3	%
Consumer non-real estate:
Other consumer	18,186			1.5	%	20,214			2.0	%
Total Community Banking Loan Portfolios	971,347			82.5	%	717,916			72.3	%

Legacy Loan Portfolios:
Residential real estate:
One to four family	176,332			15.0	%	209,926			21.2	%
Consumer non-real estate:
Originated indirect paper	39,585			3.3	%	56,585			5.7	%
Purchased indirect paper	—			—	%	15,006			1.5	%
Total Legacy Loan Portfolios	215,917			18.3	%	281,517			28.4	%
Gross loans	1,187,264					999,433
Unearned net deferred fees and costs and loans in process	(393		)	—	%	409			—	%
Unamortized discount on acquired loans	(9,491		)	(0.8	)%	(7,286		)	(0.7	)%
Total loans (net of unearned income and deferred expense)	1,177,380			100.0	%	992,556			100.0	%
Allowance for loan losses	(10,320		)			(7,604		)
Total loans receivable, net	$	1,167,060				$	984,952

Our loan portfolio is diversified by types of borrowers and industry groups within the market areas that we serve. Significant loan concentrations are considered to exist for a financial entity when the amounts of loans to multiple borrowers engaged in similar activities cause them to be similarly impacted by economic or other conditions. As illustrated above, at December 31, 2019, the largest loan concentration we identified was commercial real estate loans which comprised 44% of our total loan portfolio. Approximately 80% of our total gross loans are secured by real estate.

In September 2017, the Bank purchased, on a non-recourse basis, a 90% participation in $24 million of loans secured by second liens on certain residential real estate properties. The seller retained servicing of the purchased loans, and is paid a 40bp servicing fee, based on the outstanding balance of the purchased loans. The balance of the Bank’s share of the purchased loans decreased to $8.4 million at December 31, 2019 a decrease from $12.9 million at December 31, 2018.

The following table sets forth, as of December 31, 2019 and December 31, 2018 respectively the fixed and adjustable rate loans in our loan portfolio:



	December 31, 2019					December 31, 2018
	Amount			Percent		Amount			Percent
Fixed rate loans:
Real estate loans:
Commercial/Agricultural real estate	$	397,793		33.8	%	$	297,834		30.0	%
Residential real estate	124,993			10.6	%	162,656			16.4	%
Total fixed rate real estate loans	522,786			44.4	%	460,490			46.4	%
Non-real estate loans:
Commercial/Agricultural non-real estate	135,264			11.5	%	101,115			10.2	%
Consumer non-real estate	57,644			4.9	%	91,583			9.2	%
Total fixed rate non-real estate loans	192,908			16.4	%	192,698			19.4	%
Total fixed rate loans	715,694			60.8	%	653,188			65.8	%
Adjustable rate loans:
Real estate:
Commercial/Agricultural real estate	375,446			31.9	%	238,231			24.0	%
Residential real estate	59,747			5.1	%	60,153			6.1	%
Total adjustable rate real estate loans	435,193			37.0	%	298,384			30.1	%
Non-real estate loans:

Commercial/Agricultural non-real estate	36,251			3.1	%	47,639			4.8	%
Consumer non-real estate	126			—	%	222			0.0	%
Total adjustable rate non-real estate loans	36,377			3.1	%	47,861			4.8	%
Total adjustable rate loans	471,570			40.1	%	346,245			34.9	%
Gross loans	1,187,264					999,433
Unearned net deferred fees and costs and loans in process	(393		)	—	%	409			—	%
Unamortized discount on acquired loans	(9,491		)	(0.9	)%	(7,286		)	(0.7	)%
Total loans (net of unearned income)	1,177,380			100.0	%	992,556			100.0	%
Allowance for loan losses	(10,320		)			(7,604		)
Total loans receivable, net	$	1,167,060				$	984,952

Loan amounts and their contractual maturities at December 31, 2019 are as follows:



	Real estate								Non-real estate
	Commercial/Agricultural real estate				Residential real estate				Commercial/Agricultural non-real estate				Consumer non-real estate				Total
	Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate
Due in one year or less (1)	$	104,682	4.85	%	$	16,601	4.66	%	$	68,139	4.96	%	$	1,828	8.95	%	$	191,250	4.91	%
Due after one year through five years	266,395		4.68	%	42,909		5.16	%	64,315		4.59	%	19,280		5.80	%	$	392,899	4.77	%
Due after five years	402,162		4.84	%	125,229		4.94	%	39,061		4.30	%	36,663		5.35	%	$	603,115	4.84	%
	$	773,239	4.79	%	$	184,739	4.97	%	$	171,515	4.67	%	$	57,771	5.61	%	$	1,187,264	4.78	%


(1)	Includes loans having no stated maturity and overdraft loans.

Loan amounts and their contractual maturities at December 31, 2018 are as follows:



	Real estate								Non-real estate
	Commercial/Agricultural real estate				Residential real estate				Commercial/Agricultural non-real estate				Consumer non-real estate				Total
	Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate
Due in one year or less (1)	$	56,473	4.93	%	$	22,717	4.62	%	$	63,985	5.61	%	$	2,405	7.60	%	$	145,580	5.23	%
Due after one year through five years	201,254		4.70	%	61,296		5.18	%	60,884		4.80	%	37,691		5.17	%	361,125		4.85	%
Due after five years	278,338		4.82	%	138,796		4.95	%	23,885		4.71	%	51,709		5.34	%	492,728		4.90	%
	$	536,065	4.78	%	$	222,809	4.98	%	$	148,754	5.14	%	$	91,805	5.33	%	$	999,433	4.93	%


(1)	Includes loans having no stated maturity and overdraft loans.

We believe that the critical factors in the overall management of credit or loan quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, recording an adequate allowance to provide for incurred loan losses, and reasonable non-accrual and charge-off policies.

Risk Management and the Allowance for Loan Losses. The loan portfolio is our primary asset subject to credit risk. To address this credit risk, we maintain an ALL for probable and inherent credit losses through periodic charges to our earnings. These charges are shown in our accompanying Consolidated Statements of Operations as Provision for Loan Losses. See “Statement of Operations Analysis - Provision for Loan Losses” above. We attempt to control, monitor and minimize credit risk through the use of prudent lending standards, a thorough review of potential borrowers prior to lending and ongoing and timely review of payment performance. Asset quality administration, including early identification of loans performing in a substandard manner, as well as timely and active resolution of problems, further enhances management of credit risk and minimization of loan losses. Any losses that occur and that are charged off against the ALL are periodically reviewed with specific efforts focused on achieving maximum recovery of both principal and interest on the affected loan.

At least quarterly, we review the adequacy of the ALL. Based on an estimate computed pursuant to the requirements of ASC 450-10, “Accounting for Contingencies” and ASC 310-10, “Accounting by Creditors for Impairment of a Loan”, the analysis of the ALL consists of three components: (i) specific credit allocation established for expected losses relating to specific impaired loans for which the recorded investment in the loan exceeds its fair value; (ii) general portfolio allocation based on historical loan loss experience for significant loan categories; and (iii) general portfolio allocation based on qualitative factors such as economic conditions and other relevant factors specific to the markets in which we operate. We currently segregate loans into pools based on common risk characteristics for purposes of determining the ALL. The additional

segmentation of the portfolio is intended to provide a more effective basis for the determination of qualitative factors affecting our ALL. In addition, management continually evaluates our ALL methodology to assess whether modifications in our methodology are appropriate in light of underwriting practices, market conditions, identifiable trends, regulatory pronouncements or other factors.

Changes in the ALL by loan portfolio segment for the periods presented were as follows:



	Commercial/Agricultural Real Estate			Commercial/Agricultural Non-real Estate			Residential Real Estate			Consumer Non-real Estate			Unallocated		Total
Year ended December 31, 2019:
Allowance for Loan Losses:
Beginning balance, January 1, 2019	$	4,019		$	1,258		$	1,048		$	641		$	153	$	7,119
Charge-offs	(355		)	—			(120		)	(257		)	—		(732		)
Recoveries	—			—			—			84			—		84
Provision	2,541			385			(49		)	(1		)	204		3,080
Total Allowance on originated loans	$	6,205		$	1,643		$	879		$	467		$	357	$	9,551
Purchased credit impaired loans	—			—			—			—			—		—
Other acquired loans:
Beginning balance, January 1, 2019	$	183		$	32		$	205		$	65		$	—	$	485
Charge-offs	(26		)	—			(120		)	(33		)	—		(179		)
Recoveries	3			—			5			10			—		18
Provision	366			(5		)	73			11			—		445
Total allowance on other acquired loans	$	526		$	27		$	163		$	53		$	—	$	769
Total allowance on acquired loans	$	526		$	27		$	163		$	53		$	—	$	769
Ending balance, December 31, 2019	$	6,731		$	1,670		$	1,042		$	520		$	357	$	10,320



	Commercial/Agricultural Real Estate		Commercial/Agricultural Non-real Estate		Residential Real Estate			Consumer Non-real Estate			Unallocated			Total
Three months ended December 31, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2018	$	3,276	$	1,040	$	1,035		$	664		$	282		$	6,297
Charge-offs	—		—		(11		)	(78		)	—			(89		)
Recoveries	—		—		—			22			—			22
Provision	743		218		24			33			(129		)	889
Total Allowance on originated loans	$	4,019	$	1,258	$	1,048		$	641		$	153		$	7,119
Purchased credit impaired loans	—		—		—			—			—			—
Other acquired loans:
Beginning balance, October 1, 2018	$	168	$	29	$	169		$	85		$	—		$	451
Charge-offs	—		—		(32		)	(1		)	—			(33		)
Recoveries	—		—		4			2			—			6
Provision	15		3		64			(21		)	—			61
Total Allowance on other acquired loans	$	183	$	32	$	205		$	65		$	—		$	485
Total Allowance on acquired loans	$	183	$	32	$	205		$	65		$	—		$	485
Ending balance, December 31, 2018	$	4,202	$	1,290	$	1,253		$	706		$	153		$	7,604

The specific credit allocation for the ALL is based on a regular analysis of all originated loans that are considered impaired. In compliance with ASC 310-10, the fair value of the loan is determined based on either the present value of expected cash flows discounted at the loan’s effective interest rate, the market price of the loan, or, if the loan is collateral dependent, the fair value of the underlying collateral less the expected cost of sale for such collateral. At December 31, 2019, the Company has identified impaired loans of $63.2 million, consisting of $12.6 million TDR loans, the carrying amount of purchased credit impaired loans of $32 million and $18.6 million of substandard non-TDR loans. The $63.2 million total of impaired loans includes $5.4 million of performing TDR loans. At December 31, 2018, the Company has identified impaired loans of $47.3

million, consisting of $8.7 million TDR loans, the carrying amount of purchased credit impaired loans of $24.8 million and $13.8 million of substandard non-TDR loans. The $47.3 million total of impaired loans includes $6.1 million of performing TDR loans.

At December 31, 2019, the allowance for loan losses was $10.3 million or 0.88% of our total loan portfolio, compared to $7.6 million, or 0.77% of our total loan portfolio at December 31, 2018. This level was based on our analysis of the loan portfolio risk at each of December 31, 2019 and December 31, 2018, as discussed above. This ratio is modestly impacted by the percentage of gross acquired loans to gross loans which decreased to 36% at December 31, 2019 compared to 38% at December 31, 2018. The Bank had $424.7 million in gross loans at December 31, 2019, which were recorded at fair market value at acquisition. At December 31, 2018, the Bank had $379.6 million in gross loans, which were recorded at fair market value at acquisition.

The Bank increased its commercial and agricultural loan portfolios from last year as part of its strategic plan. The increased loan volume and introduction of new loan products carries an elevated level of risk as the Bank does not have a long history in these business lines. However, we believe our current ALL is adequate to cover probable losses in our current loan portfolio.

All of the nine factors identified in the FFIEC’s Interagency Policy Statement on the Allowance for Loan and Lease Losses are taken into account in determining the ALL. The impact of the factors in general categories are subject to change; thus the allocations are management’s estimate of the loan loss categories in which the probable and inherent loss has occurred as of the date of our assessment. Of the nine factors, we believe the following have the greatest impact on our customers’ ability to repay loans and our ability to recover potential losses through collateral sales: (1) lending policies and procedures; (2) economic and business conditions; and (3) the value of the underlying collateral. As loan balances and estimated losses in a particular loan type decrease or increase and as the factors and resulting allocations are monitored by management, changes in the risk profile of the various parts of the loan portfolio may be reflected in the allocated allowance. The general component of our ALL covers non-impaired loans and is based on historical loss experience adjusted for these and other qualitative factors. In addition, management continues to refine the ALL estimation process as new information becomes available. These refinements could also cause increases or decreases in the ALL. The unallocated portion of the ALL is intended to account for imprecision in the estimation process or relevant current information that may not have been considered in the process.

The following table identifies the various components of non-performing assets as of the dates indicated below:



	December 31, 2019 and twelve months ended			December 31, 2018 and twelve months ended			September 30, 2018 and twelve months ended
Nonperforming assets:
Nonaccrual loans
Commercial real estate	$	5,705		$	808		$	499
Agricultural real estate	7,568			2,019			2,636
Commercial non-real estate	1,850			1,314			1,196
Agricultural non-real estate	1,702			762			853
One to four family	2,063			2,331			1,939
Consumer non-real estate	168			120			87
Total nonaccrual loans	$	19,056		$	7,354		$	7,210
Accruing loans past due 90 days or more	1,104			736			1,117
Total nonperforming loans (“NPLs”)	20,160			8,090			8,327
Other real estate owned	1,429			2,522			2,749
Other collateral owned	31			48			19
Total nonperforming assets (“NPAs”)	$	21,620		$	10,660		$	11,095
Troubled Debt Restructurings (“TDRs”)	$	12,594		$	8,722		$	8,418
Nonaccrual TDRs	$	7,198		$	2,667		$	2,687
Average outstanding loan balance	$	1,074,952		$	782,846		$	735,602
Loans, end of period	$	1,177,380		$	992,556		$	759,247
Total assets, end of period	$	1,531,249		$	1,287,924		$	975,409
ALL, at beginning of period	$	7,604		$	5,859		$	5,942
Loans charged off:
Commercial/Agricultural real estate	(381		)	(73		)	(74		)
Commercial/Agricultural non-real estate	—			(52		)	(52		)
Residential real estate	(239		)	(221		)	(202		)
Consumer non-real estate	(291		)	(265		)	(379		)
Total loans charged off	(911		)	(611		)	(707		)
Recoveries of loans previously charged off:
Commercial/Agricultural real estate	3			—			—
Commercial/Agricultural non-real estate	1			13			12
Residential real estate	5			70			80
Consumer non-real estate	93			123			121
Total recoveries of loans previously charged off:	102			206			213
Net loans charged off (“NCOs”)	(809		)	(405		)	(494		)
Additions to ALL via provision for loan losses charged to operations	3,525			2,150			1,300
ALL, at end of period	$	10,320		$	7,604		$	6,748
Ratios:
ALL to NCOs (annualized)	1,275.65		%	1,877.53		%	1,365.99		%
NCOs (annualized) to average loans	0.08		%	0.05		%	0.07		%
ALL to total loans	0.88		%	0.77		%	0.89		%
NPLs to total loans	1.71		%	0.82		%	1.10		%
NPAs to total assets	1.41		%	0.83		%	1.14		%

Loans 30-89 days or more past due increased $2.3 million at December 31, 2019 compared to December 31, 2018, largely related to increases in commercial and one to four family real estate loans 30-59 days delinquent. Nonaccrual loans increased from $7.3 million at December 31, 2018 to $19.1 million at December 31, 2019, primarily due to increases in agricultural nonaccrual acquired loans. While agricultural loans make up approximately 10% of the Bank’s loan portfolio, nonaccrual loans secured by agricultural collateral account for 49% or $9.3 million of the Bank’s nonaccrual loans, largely due to loans acquired in acquisitions. We believe our credit and underwriting policies continue to support more effective lending decisions by the Bank, which increases the likelihood of maintaining loan quality going forward. Refer to the “Risk Management and the Allowance for Loan Losses” section below for more information related to non-performing loans.

For the year ended December 31, 2019, loan charge-offs were $0.911 million, compared to $0.707 million for the year ended September 30, 2018, largely due to an increase in commercial and agricultural real estate loans. During the transition period ended December 31, 2018, loan charge-offs were $0.122 million.

Certain external factors may result in higher future losses but are not readily determinable at this time, including, but not limited to: unemployment rates, increased taxes and continuing increased regulatory expectations with respect to ALL levels. As a result, our analysis may show a need to increase our ALL as a percentage of total loans and nonperforming loans for the near future. Loans charged-off are subject to periodic review and specific efforts are taken to achieve maximum recovery of principal, accrued interest and related expenses on the loans charged off.

Nonperforming Loans, Potential Problem Loans and Foreclosed Properties. We employ early identification of non-accrual and problem loans in order to minimize the risk of loss. Non-performing loans are defined as either 90 days or more past due or non-accrual. The accrual of interest income is discontinued according to the following schedules:


•	Commercial/agricultural real estate loans, past due 90 days or more;


•	Commercial/agricultural non-real estate loans past due 90 days or more;


•	Closed ended consumer non-real estate loans past due 120 days or more; and


•	Residential real estate loans and open ended consumer non-real estate loans past due 180 days or more.

When interest accruals are discontinued, interest credited to income is reversed. If collection is in doubt, cash receipts on non-accrual loans are used to reduce principal rather than recorded as interest income. Restructuring a loan typically involves the granting of some concession to the borrower involving a loan modification, such as modifying the payment schedule or making interest rate changes. Restructured loans may involve loans that have had a charge-off taken against the loan to reduce the carrying amount of the loan to fair market value as determined pursuant to ASC 310-10. Restructured loans that comply with the restructured terms are considered performing loans.

Non-performing assets include non-performing loans, other real estate owned and other collateral owned. Our non-performing assets were $21.6 million at December 31, 2019 or 1.41% compared to $10.7 million at December 31, 2018, or 0.83% of total assets. This represented an increase from December 31, 2018 of $10.9 million. This increase included $5.4 million of loans acquired due to the F&M acquisition. In addition, the Bank added approximately $4.3 million of loan acquired in the late 2018 acquisition of United Bank to nonaccrual loan and nonperforming loans.

Mortgage Servicing Rights. Mortgage servicing rights (“MSR”) assets initially arose as a result of the WFC merger. WFC had retained the right to service certain loans sold in the secondary market. The Company continues to sell loans to investors in the secondary market and generally retains the rights to service mortgage loans sold to others. Our MSR asset grew with the United Bank acquisition. MSR assets are initially measured at fair value; assessed at least quarterly for impairment; carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. MSR assets are amortized in proportion to and over the period of estimated net servicing income, with the amortization recorded in non-interest expense in the consolidated statement of operations. The valuation of MSRs and related amortization thereon are based on numerous factors, assumptions and judgments, such as those for: changes in the mix of loans, interest rates, prepayment speeds, and default rates. Changes in these factors, assumptions and judgments may have a material effect on the valuation and amortization of MSRs. Although management believes that the assumptions used to evaluate the MSRs for impairment are reasonable, future adjustment may be necessary if future economic conditions differ substantially from the economic assumptions used to determine the value of MSRs.

The fair market value of the Company’s MSR asset decreased from $5.2 million at December 31, 2018 to $4.3 million at December 31, 2019, primarily due to increased amortization and $0.25 million of impairment recorded on the MSR asset due to the impact of higher prepayment activity. The unpaid balances of one- to four-family residential real estate loans serviced for others as of December 31, 2019 and December 31, 2018 were $524,715 and $518,476, respectively. The fair market value of the Company’s MSR asset as a percentage of its servicing portfolio at December 31, 2019 and December 31, 2018 was 0.82% and 1.01%, respectively.

Office Properties and Equipment. At December 31, 2019, we had $21.1 million of office properties and equipment compared to $13.5 million at December 31, 2018. The increase consisted primarily of the purchase of three formerly leased branch locations totaling $5.3 million. In addition, we acquired $2.7 million related to the F&M acquisition.

Intangible Assets. We have intangible assets of $7.6 million comprised of core deposit intangible assets arising from various acquisitions from 2016 through 2019 and the premium on the Wells Insurance Agency customer relationships. This balance increased $0.1 million, net from the December 31, 2018 balance of $7.5 million. The increase was due to the $1.6 million core deposit intangible arising from the F&M acquisition, offset by amortization of $1.5 million. Amortization of intangibles increased due to a full year of amortization of United Bank’s and six months of amortization from F&M’s core deposit intangible.

Bank Owned Life Insurance. The increase in balances of $5.3 million from December 31, 2018 to $23.1 million at December 31, 2019 was largely due to bank owned life insurance acquired in the F&M acquisition.

Other Assets. Other assets increased by $2.5 million to $5.8 million at December 31, 2019, due primarily to the adoption of new accounting standards requiring asset recognition for operating leases which totaled $2.8 million at December 31, 2019.

Deposits. Deposits are our largest source of funds. Total deposits increased to $1.20 billion at December 31, 2019 from $1.01 billion at December 31, 2018. The increase in deposits is largely attributed to the $148.6 million of deposits acquired in the F&M acquisition and organic growth, partially offset by the sale of our only branch in Michigan in the second quarter which totaled $34.1 million. Approximately $12.7 million of December 31, 2019 deposits represented draws on lines of credit by a single customer, taken on December 31, 2019, with the proceeds deposited into the customer’s money market accounts and subsequently repaid on January 2, 2020. The remaining deposit growth is attributed to retail certificate growth and growth in non-maturity commercial deposit relationships. Average total deposits for the three-month transition period ended December 31, 2018 were $959 million, compared to $1.16 billion for the three months ended December 31, 2019. The average balances changed for similar reasons as noted above.

Brokered deposits were $50.4 million at December 31, 2019 and $55.3 million at December 31, 2018. Brokered deposits are utilized to replace deposit runoff from closed branches, raise funds at lower costs than other deposit growth opportunities and manage interest rate risk through deposit maturity extensions. Brokered deposits represent 4.2% of total deposits. Brokered deposit levels are within all regulatory directives.

Deposits in closed branches were $25.5 million at December 31, 2019 compared to $35.4 million at December 31, 2018, which is a decrease of $9.9 million.

Federal Home Loan Bank (FHLB) advances and other borrowings. A summary of Federal Home Loan Bank (FHLB) advances and other borrowings at December 31, 2019 and December 31, 2018 is as follows:



		December 31,
		2019							2018
	Stated Maturity	Amount			Range of Stated Rates				Amount			Range of Stated Rates
Federal Home Loan Bank advances (1), (2), (3)	2019	$	—		—	%	—	%	$	99,000		2.49	%	2.61	%
	2020	69,000			1.67	%	2.05	%	—			—	%	—	%
	2021	4,000			1.85	%	2.16	%	—			—	%	—	%
	2022	15,000			2.34	%	2.45	%	11,000			2.45	%	2.45	%
	2023	—			—	%	—	%	—			—	%	—	%
	2024	530			—	%	—	%	—			—	%	—	%
	2029	42,500			1.00	%	1.13	%	—			—	%	—	%
Subtotal		$	131,030						$	110,000
Unamortized discount on acquired notes		$	(59	)					$	(187	)
Federal Home Loan Bank advances, net		$	130,971						$	109,813

Senior Notes (4)	2031	$	28,856		4.00	%	4.75	%	$	10,000		4.50	%	4.75	%

Subordinated Notes (5)	2027	$	15,000		6.75	%	6.75	%	$	15,000		6.75	%	6.75	%
Unamortized debt issuance costs		$	(296	)					$	(353	)
Total other borrowings		$	14,704						$	14,647

Totals		$	174,531						$	134,460

(1) The FHLB advances bear fixed rates, require interest-only monthly payments, and are collateralized by a blanket lien on pre-qualifying first mortgages, home equity lines, multi-family loans and certain other loans which had a pledged balance of $792,909 and $589,731 at December 31, 2019 and 2018, respectively. At December 31, 2019, the Bank’s available and unused portion under the FHLB borrowing arrangement was approximately $203,935 compared to $178,620 as of December 31, 2018. Maximum month-end borrowed amounts outstanding under this borrowing agreement were $151,530 and $109,813, during the twelve months ended December 31, 2019 and the twelve months ended December 31, 2018, respectively.

(2) The bank acquired ten FHLB notes totaling $14,030, as a result of the F&M acquisition, that mature on various dates through 2024 with a weighted average rate of 1.97% and weighted average maturity of 18 months. The Bank acquired one $11,000 FHLB note as a result of the United Bank acquisition, with a 2.45% rate and February 1, 2022 maturity date.

(3) FHLB term notes totaling $42,500, with various maturity dates in 2029, can be called or replaced by the FHLB on a quarterly basis, beginning approximately three months after the initial advance. In November 2019, a $5,000 note was called and replaced with a new 10-year maturity note, which is also callable quarterly.

(4) Senior notes, entered into by the Company in June 2019 consist of the following:

(a) A term note, requiring quarterly interest-only payments through June 2022, and quarterly principal and interest payments thereafter. Interest is variable, based on US Prime rate. This note included the refinancing of $10,074 of existing debt.

(b) A $5,000 line of credit, maturing in August 2020, that remains undrawn upon.

(5) Subordinated notes resulted from the Company’s private sale in August 2017, and bear a fixed interest rate of 6.75% for five years. In August 2022, they convert to a three-month LIBOR plus 4.90% rate, and the interest rate will reset quarterly thereafter. Interest-only payments are due quarterly.

Federal Home Loan Bank (FHLB) advances and other borrowings

We utilize advances and other borrowings, as necessary, to supplement core deposits to meet our funding and liquidity needs and we evaluate all options for funding securities.

FHLB advances increased from $110.0 million at December 31, 2018 to $131.0 million at December 31, 2019. During 2019, we entered into $42.5 million of advances with a ten year maturity, callable quarterly by the FHLB, with interest rates ranging from 1.00% to 1.13%.

Senior notes payable increased as the Company entered into a new borrowing arrangement totaling $29.9 million to both refinance $10.0 million of existing senior notes and provide approximately 75% of the funding required for the F&M acquisition. In 2019, we repaid $1 million of the new senior note, resulting in a $28.9 million outstanding balance at December 31, 2019.

At December 31, 2019, the Bank’s combined available and unused portion of this FHLB borrowing arrangement was approximately $203.9 million compared to $178.6 million as of December 31, 2018.

Other Liabilities. Other liabilities increased by $2.7 million to $10.5 million at December 31, 2019, due primarily to the new accounting standard related to liability recognition of operating leases which totaled $2.8 million at December 31, 2019.

Stockholders’ Equity. Total stockholders’ equity was $150.6 million at December 31, 2019, versus $138.2 million at December 31, 2018 as the Company benefitted from the addition of earnings totaling $9.5 million, partially offset by the payment of a shareholder annual dividend of $0.20 per share. Additionally, the Company issued $3.1 million in stock related to the F&M acquisition.

Liquidity and Asset / Liability Management. Liquidity management refers to our ability to ensure cash is available in a timely manner to meet loan demand and depositors’ needs, and meet other financial obligations as they become due without undue cost, risk or disruption to normal operating activities. We manage and monitor our short-term and long-term liquidity positions and needs through a regular review of maturity profiles, funding sources, and loan and deposit forecasts to minimize funding risk. A key metric we monitor is our liquidity ratio, calculated as cash and investments with maturities less than one-year divided by deposits with maturities less than or equal to one-year. At December 31, 2019, our liquidity ratio increased to 11.16 percent from 10.47 percent at December 31, 2018.

Our primary sources of funds are: deposits; amortization, prepayments and maturities of outstanding loans; other short-term investments; and funds provided from operations. We use our sources of funds primarily to meet ongoing commitments, to pay maturing certificates of deposit and savings withdrawals, and to fund loan commitments. While scheduled payments from the amortization of loans and maturing short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Although $237.5 million of our $401.4 million (59.2%) CD portfolio will mature within the next 12 months, we have historically retained a majority of our maturing CD’s. However, due to strategic pricing decisions regarding rate matching and branch closures, our retention rate may decrease in the future. Through new deposit product offerings to our branch and commercial customers, we are currently attempting to strengthen customer relationships to attract additional non-rate sensitive deposits. In our present interest rate environment, and based on maturing yields, this should also improve our cost of funds.

We maintain access to additional sources of funds including FHLB borrowings and lines of credit with the Federal Reserve Bank, and our correspondent banks. We utilize FHLB borrowings to leverage our capital base, to provide funds for our lending and investment activities, and to manage our interest rate risk. Our borrowing arrangement with the FHLB calls for pledging certain qualified real estate, commercial and industrial loans, and borrowing up to 75% of the value of those loans, not to exceed 35% of the Bank’s total assets. Currently, we have approximately $203.9 million available to borrow under this arrangement, supported by loan collateral as of December 31, 2019. We also maintain lines of credit of $1.3 million with the Federal Reserve Bank and $15.0 million of uncommitted federal funds purchased lines with correspondent banks as part of our contingency funding plan. In addition, the Company maintains a $5.0 million revolving line of credit, which is available as needed for general liquidity purposes. See Note 10, “Federal Home Loan Bank and Other Borrowings” of “Notes to Consolidated Financial Statements” which are included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K, for further detail.

In reviewing our adequacy of liquidity, we review and evaluate historical financial information, including information regarding general economic conditions, current ratios, management goals and the resources available to meet our anticipated liquidity needs. Management believes that our liquidity is adequate and, to management’s knowledge, there are no known events or uncertainties that will result or are likely to reasonably result in a material increase or decrease in our liquidity.

Off-Balance Sheet Arrangements. In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments, issued to meet customer financial needs. Such financial instruments are recorded in the financial statements when they become payable. These instruments include unused commitments for lines of credit, overdraft protection lines of credit and home equity lines of credit, as well as commitments to extend credit. As of December 31, 2019, the Company had approximately $243.6 million in unused commitments, compared to approximately $204.7 million in unused commitments as of December 31, 2018. See Note 12, “Commitments and Contingencies” “Financial Instruments with Off-

Balance Sheet Risk” of “Notes to Consolidated Financial Statements” which are included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K, for further detail.

Capital Resources. As of the periods indicated below, our Tier 1 and Risk-based capital levels exceeded levels necessary to be considered “Well Capitalized” under Prompt Corrective Action provisions for both the Bank and at the Company level.

Below are the amounts and ratios for our capital levels as of the dates noted below for the Bank.



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2019
Total capital (to risk weighted assets)	$	160,302,000	13.1	%	$	98,174,000	> =	8.0	%	$	122,718,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	149,982,000		12.2	%	73,631,000		> =	6.0	%	98,174,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	149,982,000		12.2	%	55,223,000		> =	4.5	%	79,767,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	149,982,000		10.4	%	57,834,000		> =	4.0	%	72,293,000		> =	5.0	%
As of December 31, 2018
Total capital (to risk weighted assets)	$	126,440,000	12.7	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	118,836,000		9.7	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%

At December 31, 2019, the Bank was categorized as “Well Capitalized” under Prompt Corrective Action Provisions, as determined by the OCC, our primary regulator.

Below are the amounts and ratios for our capital levels as of the dates noted below for the Company.



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2019
Total capital (to risk weighted assets)	$	137,259,000	11.2	%	$	98,174,000	> =	8.0	%	$	122,718,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	111,939,000		9.1	%	73,631,000		> =	6.0	%	98,174,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	111,939,000		9.1	%	55,223,000		> =	4.5	%	79,767,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	111,939,000		7.7	%	57,834,000		> =	4.0	%	72,293,000		> =	5.0	%
As of December 31, 2018
Total capital (to risk weighted assets)	$	123,657,000	12.4	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	101,053,000		8.3	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%

At December 31, 2019, the Company was categorized as “Well Capitalized” under Prompt Corrective Action Provisions.

Selected Quarterly Financial Data

The following is selected financial data summarizing the results of operations for each quarter as of the periods indicated below:

Year ended December 31, 2019:



	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
Interest income	$	13,718	$	14,336	$	16,223	$	16,146
Interest expense	3,656		4,253		4,630		4,371
Net interest income	10,062		10,083		11,593		11,775
Provision for loan losses	1,225		325		575		1,400
Net interest income after provision for loan losses	8,837		9,758		11,018		10,375
Non-interest income	2,332		5,238		3,621		3,784
Non-interest expense	9,894		9,389		12,975		10,428
Income before income tax expense	1,275		5,607		1,664		3,731
Provision (benefit) for income tax	322		1,500		430		562
Net income	$	953	$	4,107	$	1,234	$	3,169
Basic earnings per share	$	0.09	$	0.37	$	0.11	$	0.28
Diluted earnings per share	$	0.09	$	0.37	$	0.11	$	0.28
Dividends paid	—		$	0.20	—		—

Transition period ended December 31, 2018:



	December 31, 2018
Interest income	$	13,047
Interest expense	3,007
Net interest income	10,040
Provision for loan losses	950
Net interest income after provision for loan losses	9,090
Non-interest income	2,526
Non-interest expense	9,794
Income before income tax expense	1,822
Provision (benefit) for income tax	561
Net income	$	1,261
Basic earnings per share	$	0.12
Diluted earnings per share	$	0.12
Dividends paid	—

Year ended September 30, 2018:



	December 31, 2017		March 31, 2018		June 30, 2018		September 30, 2018
Interest income	$	9,412	$	9,352	$	9,770	$	10,362
Interest expense	1,885		1,996		2,290		2,422
Net interest income	7,527		7,356		7,480		7,940
Provision for loan losses	100		100		650		450
Net interest income after provision for loan losses	7,427		7,256		6,830		7,490
Non-interest income	1,939		1,675		1,767		1,989
Non-interest expense	7,143		7,103		7,874		7,644
Income before income tax expense	2,223		1,828		723		1,835
Provision (benefit) for income tax	883		487		220		736
Net income	$	1,340	$	1,341	$	503	$	1,099
Basic earnings per share	$	0.23	$	0.23	$	0.09	$	0.18
Diluted earnings per share	$	0.23	$	0.23	$	0.08	$	0.10
Dividends paid	—		$	0.20	—		—

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time and are not predictable or controllable. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. Like other financial institutions, our interest income and interest expense are affected by general economic conditions and policies of regulatory authorities, including the monetary policies of the Federal Reserve. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.

How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk through several means including through the use of third party reporting software. In monitoring interest rate risk we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities, and their sensitivity to actual or potential changes in market interest rates.

In order to manage the potential for adverse effects of material and prolonged increases in interest rates on our results of operations, we adopted asset and liability management policies to better align the maturities and re-pricing terms of our interest earning assets and interest bearing liabilities. These policies are implemented by our Asset and Liability Management Committee (ALCO). The ALCO is comprised of members of the Bank’s senior management and a member from the Board of Directors. The ALCO establishes guidelines for and monitors the volume and mix of our assets and funding sources, taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The Committee’s objectives are to manage assets and funding sources to produce results that are consistent with liquidity, cash flow, capital adequacy, growth, risk and profitability goals for the Bank. The ALCO meets on a regularly scheduled basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to net present value of portfolio equity analysis. At each meeting, the Committee recommends strategy changes, as appropriate, based on this review. The Committee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the Bank’s Board of Directors on a regularly scheduled basis.

In order to manage our assets and liabilities and achieve desired levels of liquidity, credit quality, cash flow, interest rate risk, profitability and capital targets, we have focused our strategies on:


•	originating shorter-term secured commercial, agriculture and consumer loan maturities;


•	originating variable rate commercial and agriculture loans;


•	managing our exposure to changes in interest rates, including, but not limited to the sale of longer-term fixed-rate residential loans in the secondary market with retained servicing;


•	originating balloon mortgage loans with a term of five years or less to minimize the impact of sudden rate changes;


•	managing our funding needs by utilizing core deposits, brokered certificates of deposits and borrowings as appropriate to extend terms and lock in fixed interest rates;


•	reducing non-interest expense and managing our efficiency ratio by implementing technologies to enhance customer service and increase employee productivity; and


•	realigning supervision and control of our branch network by modifying their configuration, staffing, locations and reporting structure to focus resources on our most productive markets.

At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the ALCO may determine to increase the Bank’s interest rate risk position somewhat in order to maintain or improve its net interest margin.

The following table sets forth, at December 31, 2019, December 31, 2018 and September 30, 2018, an analysis of our interest rate risk as measured by the estimated changes in Economic Value of Equity (EVE) resulting from an immediate and permanent shift in the yield curve (up 300 basis points and down 200 basis points). As of December 31, 2019, December 31, 2018 and September 30, 2018, due to the current level of interest rates, EVE estimates for decreases in interest rates greater than 200 basis points are not meaningful.



	Percent Change in Economic Value of Equity (EVE)
Change in Interest Rates in Basis Points (“bp”) Rate Shock in Rates (1)	At December 31, 2019	At December 31, 2018	At September 30, 2018
+300 bp	1%	(3)%	(9)%
+200 bp	2%	(2)%	(6)%
+100 bp	1%	(1)%	(3)%
-100 bp	(2)%	(1)%	1%
-200 bp	(4)%	(5)%	(1)%

(1)Assumes an immediate and parallel shift in the yield curve at all maturities.

Our overall interest rate sensitivity is demonstrated by net interest income shock analysis which measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of change in our net interest income over the next 12 months in the event of an immediate and parallel shift in the yield curve (up 300 basis points and down 200 basis points). The table below presents our projected change in net interest income for the various rate shock levels at December 31, 2019, December 31, 2018 and September 30, 2018.



	Percent Change in Net Interest Income Over One Year Horizon
Change in Interest Rates in Basis Points (“bp”) Rate Shock in Rates (1)	At December 31, 2019	At December 31, 2018	At September 30, 2018
+300 bp	(5)%	(6)%	(8)%
+200 bp	(4)%	(4)%	(5)%
+100 bp	(2)%	(2)%	(3)%
-100 bp	1%	1%	2%
-200 bp	(1)%	(1)%	0.4%


(1)	Assumes an immediate and parallel shift in the yield curve at all maturities.

Note: The table above may not be indicative of future results.

The assumptions used to measure and assess interest rate risk include interest rates, loan prepayment rates, deposit decay (runoff) rates, and the market values of certain assets under differing interest rate scenarios. Actual values may differ from those projections set forth above should market conditions vary from the assumptions used in preparing the analysis. Further, the computations do not contemplate any actions we may undertake in response to changes in interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT BY CITIZENS COMMUNITY BANCORP, INC.’S MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining an effective system of internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There are inherent limitations in the effectiveness of any system of internal controls over financial reporting, including the possibility of human error and circumvention or overriding controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company completed its acquisition of F&M on July 1, 2019. As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of F&M, which are reflected in our consolidated financial statements as of December 31, 2019, and for the period from the acquisition date through December 31, 2019. In accordance with our integration efforts, we plan to incorporate F&M operations into our internal control over financial reporting structure within the time frame provided by applicable SEC rules and regulations. The assets of F&M, excluding related goodwill, constituted less than 13% of our total consolidated assets, and revenue of F&M constituted less than 12% of consolidated revenues, as of and for the year ended December 31, 2019.

Under the supervision of the Audit Committee and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon that evaluation, which excluded an assessment of the internal controls of the acquired operations of F&M, management believes that as of December 31, 2019, the Company maintained effective internal control over financial reporting based on those criteria.

Baker Tilly Virchow Krause, LLP, the independent registered public accounting firm who also has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, which is included on pages 59 - 60 of Item 8.

CITIZENS COMMUNITY BANCORP, INC.

March 10, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Citizens Community Bancorp, Inc. and Subsidiary

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Citizens Community Bancorp, Inc. and Subsidiary (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for the year ended December 31, 2019, the three months transition period ended December 31, 2018, and the year ended September 30, 2018, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the year ended December 31, 2019, the three months transition period ended December 31, 2018, and the year ended September 30, 2018, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment of internal control over financial reporting F. & M. Bancorp. of Tomah, Inc. (“F&M”), which was acquired on July 1, 2019, and whose financial statements constitute less than 13% of consolidated assets and less than 12% of consolidated revenues, as of and for the year ended December 31, 2019. Accordingly, our audit did not include the internal control over financial reporting at F&M.

Emphasis of Matter

As discussed in Note 1 to the consolidated financial statements, the Company changed its fiscal year end from September 30 to December 31 in 2018.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Baker Tilly Virchow Krause, LLP

We have served as the Company's auditor since 2010.

Minneapolis, Minnesota

March 10, 2020

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Balance Sheets

(in thousands, except share data)



	December 31, 2019			December 31, 2018
Assets
Cash and cash equivalents	$	55,840		$	45,778
Other interest-bearing deposits	4,744			7,460
Securities available for sale "AFS"	180,119			146,725
Securities held to maturity "HTM"	2,851			4,850
Equity securities with readily determinable fair value	246			—
Other investments	15,005			11,261
Loans receivable	1,177,380			992,556
Allowance for loan losses	(10,320		)	(7,604		)
Loans receivable, net	1,167,060			984,952
Loans held for sale	5,893			1,927
Mortgage servicing rights	4,282			4,486
Office properties and equipment, net	21,106			13,513
Accrued interest receivable	4,738			4,307
Intangible assets	7,587			7,501
Goodwill	31,498			31,474
Foreclosed and repossessed assets, net	1,460			2,570
Bank owned life insurance ("BOLI")	23,063			17,792
Other assets	5,757			3,328
TOTAL ASSETS	$	1,531,249		$	1,287,924
Liabilities and Stockholders’ Equity
Liabilities:
Deposits	$	1,195,702		$	1,007,512
Federal Home Loan Bank advances	130,971			109,813
Other borrowings	43,560			24,647
Other liabilities	10,463			7,765
Total liabilities	1,380,696			1,149,737
Stockholders’ Equity:
Common stock— $0.01 par value, authorized 30,000,000; 11,266,954 and 10,953,512 shares issued and outstanding, respectively	113			109
Additional paid-in capital	128,856			125,512
Retained earnings	22,517			15,264
Unearned deferred compensation	(462		)	(857		)
Accumulated other comprehensive loss	(471		)	(1,841		)
Total stockholders’ equity	150,553			138,187
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,531,249		$	1,287,924

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Operations

(in thousands, except per share data)



	For the year ended December 31, 2019			For the transition period ended December 31, 2018			For the year ended September 30, 2018
Interest and dividend income:
Interest and fees on loans	$	54,647		$	11,839		$	35,539
Interest on investments	5,776			1,208			3,357
Total interest and dividend income	60,423			13,047			38,896
Interest expense:
Interest on deposits	12,174			2,131			5,543
Interest on FHLB borrowed funds	2,721			482			1,310
Interest on other borrowed funds	2,015			394			1,740
Total interest expense	16,910			3,007			8,593
Net interest income before provision for loan losses	43,513			10,040			30,303
Provision for loan losses	3,525			950			1,300
Net interest income after provision for loan losses	39,988			9,090			29,003
Non-interest income:
Service charges on deposit accounts	2,368			619			1,792
Interchange income	1,735			336			1,284
Loan servicing income	2,674			510			1,379
Gain on sale of loans	2,462			388			943
Loan fees and service charges	1,145			273			521
Insurance commission income	734			162			720
Gains (losses) on available for sale securities	271			—			(17		)
Gain on sale of branch	2,295			—			—
Other	1,291			238			748
Total non-interest income	14,975			2,526			7,370
Non-interest expense:
Compensation and related benefits	20,325			4,946			14,979
Occupancy	3,697			808			2,975
Office	2,188			464			1,715
Data processing	3,938			993			2,928
Amortization of intangible assets	1,496			325			644
Amortization of mortgage servicing rights	1,108			175			335
Advertising, marketing and public relations	1,214			226			745
FDIC premium assessment	258			144			472
Professional services	2,457			1,118			2,323
(Gains) losses on repossessed assets, net	(125		)	(30		)	535
Other	6,130			625			2,113
Total non-interest expense	42,686			9,794			29,764
Income before provision for income tax	12,277			1,822			6,609
Provision for income taxes	2,814			561			2,326
Net income attributable to common stockholders	$	9,463		$	1,261		$	4,283
Per share information:
Basic earnings	$	0.85		$	0.12		$	0.72
Diluted earnings	$	0.85		$	0.12		$	0.58
Cash dividends paid	$	0.20		$	—		$	0.20

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Comprehensive Income

(in thousands)



	For the year ended December 31, 2019		For the transition period ended, December 31, 2018		For the year ended September 30, 2018
Net income attributable to common stockholders	$	9,463	$	1,261	$	4,283
Other comprehensive income (loss), net of tax:
Securities available for sale
Net unrealized gains (losses) arising during period	1,219		865		(2,290		)
Reclassification adjustment for net gains (losses) included in net income	196		—		(12		)
Other comprehensive income (loss)	1,415		865		(2,302		)
Comprehensive income	$	10,878	$	2,126	$	1,981

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except Shares)



	Common Stock				Preferred Stock			Additional Paid-In Capital			Retained Earnings			Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares		Amount		Amount			Additional Paid-In Capital			Retained Earnings			Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, September 30, 2017	5,888,816		$	59	$	—		63,383			10,764			(456		)	(267		)	73,483
Net income	—		—		—			—			4,283			—			—			4,283
Other comprehensive loss, net of tax	—		—		—			—			—			—			(2,302		)	(2,302		)
Reclassification of certain deferred tax effects (1)	—		—		—			—			137			—			(137		)	—
Preferred stock issued (net of $3,735 of issuance costs)	—		—		61,265			—			—			—			—			61,265
Preferred stock converted to common stock	5,000,000		50		(61,265		)	61,215			—			—			—			—
Forfeiture of unvested shares	(11,847	)	—		—			(124		)	—			124			—			—
Surrender of restricted shares of common stock	(2,335	)	—		—			(33		)	—			—			—			(33		)
Restricted common stock awarded under the equity incentive plan	33,230		—		—			561			—			(561		)	—			—
Common stock repurchased	(53	)	—		—			(1		)	—			—			—			(1		)
Common stock options exercised	6,042		—		—			50			—			—			—			50
Stock option expense	—		—		—			12			—			—			—			12
Amortization of restricted stock	—		—		—			—			—			271			—			271
Cash dividends ($0.20 per share)	—		—		—			—			(1,181		)	—			—			(1,181		)
Balance, September 30, 2018	10,913,853		$	109	$	—		$	125,063		$	14,003		$	(622	)	$	(2,706	)	$	135,847
Net income	—		—		—			—			1,261			—			—			1,261
Other comprehensive income, net of tax	—		—		—			—			—			—			865			865
Surrender of restricted shares of common stock	(595	)	—		—			(8		)	—			—			—			(8		)
Restricted Common stock awarded under the equity incentive plan	27,514		—		—			362			—			(362		)	—			—
Common stock options exercised	12,740		—		—			90			—			—			—			90
Stock option expense	—		—		—			5			—			—			—			5
Amortization of restricted stock	—		—		—			—			—			127			—			127
Balance, December 31, 2018	10,953,512		$	109	$	—		$	125,512		$	15,264		$	(857	)	$	(1,841	)	$	138,187
Net income	—		—		—			—			9,463			—			—			9,463
Other comprehensive income, net of tax	—		—		—			—			—			—			1,415			1,415
Forfeiture of unvested shares	(12,167	)	—		—			(199		)	—			199			—			—
Surrender of restricted shares of common stock	(4,667	)	—		—			(53		)	—			—			—			(53		)
Restricted common stock awarded under the equity incentive plan	12,847		—		—			274			—			(274		)	—			—
Common stock repurchased	—		—		—			—			—			—			—			—
Common stock issued to F&M shareholders	288,999		3		—			3,102			—			—			—			3,105
Common stock options exercised	28,430		1		—			202			—			—			—			203
Stock option expense	—		—		—			18			—			—			—			18
Amortization of restricted stock	—		—		—			—			—			470			—			470
Adoption of ASU 2016-01; Equity securities (2)	—		—		—			—			45			—			(45		)	—
Adoption of ASU 2016-02; Leases	—		—		—			—			(57		)	—			—			(57		)
Cash dividends ($0.20 per share)	—		—		—			—			(2,198		)	—			—			(2,198		)
Balance, December 31, 2019	11,266,954		$	113	$	—		$	128,856		$	22,517		$	(462	)	$	(471	)	$	150,553

(1) Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. See Note 15 - “Income Taxes” for additional information.

(2) Amount reclassified to retained earnings due to January 1, 2019 adoption of ASU 2016-02. For further information, refer to Note 1, “Nature of Business and Summary of Significant Accounting Policies; Recent Pronouncements - Adopted”

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Cash Flows

(in thousands)



	For the year ended December 31,			For the transition period ended December 31,			For the year ended September 30,
	2019			2018			2018
Cash flows from operating activities:
Net income attributable to common stockholders	$	9,463		$	1,261		$	4,283
Adjustments to reconcile net income to net cash provided by operating activities:							.
Net amortization of premium/accretion discount on investment securities	899			281			1,052
Depreciation expense	1,564			313			1,054
Provision for loan losses	3,525			950			1,300
Net realized (gain) loss on sale of securities	(271		)	—			17
Increase in MSR assets resulting from transfers of financial assets	(904		)	(100		)	(289		)
Amortization of MSR assets	1,108			175			335
Amortization of intangible assets	1,496			325			644
Amortization of restricted stock	470			127			271
Net stock based compensation expense	18			5			12
Loss on sale of office properties and equipment	(32		)	—			(3		)
Deferred income taxes	(752		)	—			(194		)
Increase in cash surrender value of life insurance	(552		)	(110		)	(318		)
Net (gain) loss from disposals of foreclosed and repossessed assets	(125		)	30			535
Gain on sale of loans held for sale, net	(2,462		)	(388		)	(943		)
Net change in loans held for sale	(1,504		)	378			1,360
Decrease (increase) in accrued interest receivable and other assets	4,497			(156		)	683
(Decrease) increase in other liabilities	(3,602		)	733			1,056
Total adjustments	3,373			2,563			6,572
Net cash provided by operating activities	12,836			3,824			10,855
Cash flows from investing activities:
Net decrease in interest-bearing deposits	3,708			—			968
Purchase of available for sale securities	(53,915		)	(30,171		)	(36,933		)
Purchase of held to maturity securities	—			(395		)	—
Proceeds from principal payments and sale of available for sale securities	58,618			2,840			9,977
Proceeds from principal payments and maturities of held to maturity securities	1,999			164			834
Net (purchases) sales of other investments	(1,299		)	(3,548		)	74
Proceeds from sale of foreclosed and repossessed assets	3,038			420			5,347
Net increase in loans	(60,874		)	(33,796		)	(26,849		)
Net capital expenditures	(6,771		)	(590		)	(2,955		)
Net cash (disbursed) acquired in business combinations	(8,137		)	48,130			—
Proceeds from disposal of office properties and equipment	300			—			74
Net cash used in investing activities	(63,333		)	(16,946		)	(49,463		)
Cash flows from financing activities:
Net increase (decrease) in Federal Home Loan Bank advances	1,036			36,012			(27,000		)
Proceeds from other borrowings, net of debt issuance costs	—			—			9,911
Proceeds from other borrowings to fund business combination, net of debt issuance costs	29,913			—			—
Principal payment reduction to other borrowings	(11,000		)	—			(15,611		)
Net increase (decrease) in deposits	39,553			(11,688		)	4,025
Proceeds from private placement stock offering, net of issuance costs	—			—			61,265



Common stock issued to F&M shareholders less capitalized equity costs	3,105			—			—
Repurchase shares of common stock	—			—			(1		)
Surrender of restricted shares of common stock	(53		)	(8		)	(33		)
Common stock options exercised	203			90			50
Cash dividends paid	(2,198		)	—			(1,181		)
Net cash provided by financing activities	60,559			24,406			31,425
Net increase (decrease) in cash and cash equivalents	10,062			11,284			(7,183		)
Cash and cash equivalents at beginning of period	45,778			34,494			41,677
Cash and cash equivalents at end of period	$	55,840		$	45,778		$	34,494

Supplemental cash flow information:
Cash paid during the period for:
Interest on deposits	$	12,665		$	2,183		$	5,530
Interest on borrowings	$	5,128		$	753		$	2,943
Income taxes	$	3,847		$	578		$	1,160
Supplemental noncash disclosure:
Transfers from loans receivable to foreclosed and repossessed assets	$	1,803		$	252		$	1,189
Fair value of assets acquired, net of cash and cash equivalents	$	177,494		$	215,958		$	—
Fair value of liabilities assumed, net of cash and cash equivalents	$	169,724		$	285,118		$	—

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of Citizens Community Federal N.A. (the “Bank”) included herein have been included by its parent company, Citizens Community Bancorp, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). As used in this annual report, the terms “we”, “us”, “our”, and “Citizens Community Bancorp, Inc.” mean the Company and its wholly owned subsidiary, the Bank, unless the context indicates other meaning.

The Bank is a national banking association (a “National Bank”) and operates under the title of Citizens Community Federal National Association (“Citizens Community Federal N.A.” or “Bank”). The Company is a bank holding company, supervised by the Federal Reserve Bank of Minneapolis (the “FRB”), and operates under the title of Citizens Community Bancorp, Inc. Wells Insurance Agency (“WIA”) is a wholly owned subsidiary of the Bank, providing insurance products to the Bank’s customers. F&M Investment Corp. of Tomah is a wholly owned subsidiary of the Bank that was formerly utilized by F&M to manage its municipal bond portfolio, and is currently in process of being dissolved. The U.S. Office of the Comptroller of the Currency (the “OCC”), is the primary federal regulator for the Bank.

The consolidated income of the Company is principally derived from the income of the Bank, the Company’s wholly owned subsidiary, serving customers primarily in Wisconsin and Minnesota through 28 branch locations, including two branch locations acquired in the F. & M. Bancorp. of Tomah, Inc. merger on July 1, 2019. Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato markets in Minnesota, and various rural communities around these areas. The Bank offers traditional community banking services to businesses, Agricultural operators and consumers, including one-to-four family residential mortgages, as well as expanded services through Wells Insurance Agency, Inc.

On September 25, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31, commencing December 31, 2018. In connection with this change, we previously filed a Transition Report on Form 10-K to report the results of the three month transition period from October 1, 2018 to December 31, 2018. In this Annual Report, the periods presented are the fiscal year ended December 31, 2019 (which we sometimes refer to in this Annual Report as “fiscal 2019”), the three month transition period from October 1, 2018 to December 31, 2018 (which we sometimes refer to in this Annual Report as the “transition period”) and the year ended September 30, 2018 (which we sometimes refer to in this Annual Report as “fiscal 2018”).

On October 19, 2018, the Company completed its previously announced acquisition (the “Acquisition”) of United Bank. See Note 2, “Acquisition” for additional information.

On December 3, 2018, the Bank entered into a Purchase and Assumption Agreement with Lake Michigan Credit Union providing for the sale of the Bank’s one branch located in Rochester Hills, MI. On May 17, 2019, the Company completed the sale of the Rochester Hills, MI branch for a deposit premium of 7 percent, or approximately $2.3 million gain, net of selling costs. The branch sale included approximately $34 million in deposits and $300 in fixed assets. The Bank retained all loans associated with the branch.

The Bank is subject to competition from other financial institutions and non-financial institutions providing financial products. Additionally, the Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies.

In preparing these consolidated financial statements, we evaluated the events and transactions occurring subsequent to the balance sheet date of December 31, 2019 through the date on which the consolidated financial statements were available to be issued for items that should potentially be recognized or disclosed in these consolidated financial statements.

Unless otherwise stated, all monetary amounts in these Notes to Consolidated Financial Statements, other than share, per share and capital ratio amounts, are stated in thousands.

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Citizens Community Federal N.A. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates—Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, fair value of financial instruments, the allowance for loan losses, mortgage servicing rights, foreclosed and repossessed assets, valuation of intangible assets arising from acquisitions, useful lives for depreciation and amortization, valuation of goodwill and long-lived assets, stock based compensation, deferred tax assets, uncertain income tax positions and contingencies. Management does not anticipate any material changes to estimates made herein in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: those items described under the caption “Risk Factors” in Item 1A of the accompanying transition report on Form 10-K for the year ended December 31, 2019 and external market factors such as market interest rates and employment rates, changes to operating policies and procedures, and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period.

Cash and Cash Equivalents—For purposes of reporting cash flows in the consolidated financial statements, cash and cash equivalents include cash, due from banks, and interest bearing deposits with original maturities of three months or less.

Investment Securities; Held to Maturity and Available for Sale – Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of the date of each balance sheet. Securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Held to maturity securities are stated at amortized cost. Investment securities not classified as held to maturity are classified as available for sale. Available for sale securities are stated at fair value, with unrealized holding gains and losses being reported in other comprehensive income (loss), net of tax. Unrealized losses deemed other-than-temporary due to credit issues are reported in the Company’s net income in the period in which the losses arise. Interest income includes amortization of purchase premium or accretion of purchase discount. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the estimated lives of the securities.

The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. As part of such monitoring, the credit quality of individual securities and their issuer is assessed. Significant inputs used to measure the amount of other-than-temporary impairment related to credit loss include, but are not limited to; the Company’s intent and ability to sell the debt security prior to recovery, that it is more likely than not that the Company will not sell the security prior to recovery, default and delinquency rates of the underlying collateral, remaining credit support, and historical loss severities. Adjustments to market value of available for sale securities that are considered temporary are recorded in other comprehensive income or loss as separate components of stockholders’ equity, net of tax. If the unrealized loss of a security is identified as other-than-temporary based on information available, such as the decline in the creditworthiness of the issuer, external market ratings, or the anticipated or realized elimination of associated dividends, such impairments are further analyzed to determine if credit loss exists. If there is a credit loss, it will be recorded in the Company’s consolidated statement of operations. Non-credit components of the unrealized losses on available for sale securities will continue to be recognized in other comprehensive income (loss), net of tax.

Equity securities with readily determinable fair value - The Company is required to maintain an investment in Federal Agricultural Mortgage Corporation (“Farmer Mac”) equity securities. Farmer Mac equity securities are carried at their fair market value, which is readily determinable. Changes in fair value are recognized as gains (losses) on investment securities in the consolidated Statement of Operations.

Other investments - As a member of the Federal Reserve Bank (“FRB”) System and the Federal Home Loan Bank (“FHLB”) System, the Bank is required to maintain an investment in the capital stock of these entities. These securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other exchange traded equity securities. As no ready market exists for these stocks, and they have no quoted market value, these investments are carried at cost and periodically evaluated for impairment based on the ultimate recovery of par value. Cash dividends are reported as other income in the consolidated statement of operations.

Also included in non-marketable equity securities is stock in a private company without readily determinable fair value. This stock is carried at cost plus or minus changes resulting from observable price changes in orderly transactions for this stock, less other-than-temporary impairment charges, if any.

Management’s evaluation for impairment of these other investments, includes consideration of the financial condition and other available relevant information of the issuer. Based on management’s quarterly evaluation, no impairment has been recorded on these securities. Other investments totaling $15,005 at December 31, 2019 consisted of $8,196 of FHLB stock, $5,162 of Federal Reserve Bank stock and $1,647 of Bankers’ Bank stock. Other investments totaling $11,261 at December 31, 2018 consisted of $6,893 of FHLB stock and $4,368 of Federal Reserve Bank stock.

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 unearned interest, and net of deferred loan fees and costs, and non-accretable discount on purchased of credit impaired loans. Interest income is accrued on the unpaid principal balance of these loans. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the interest method without anticipating prepayments. Late charge fees are recognized into income when collected.

Interest income on commercial, mortgage and consumer loans is discontinued according to the following schedules:

•Commercial/agricultural real estate loans past due 90 days or more;

•Commercial/agricultural non-real estate loans past due 90 days or more;

•Closed ended consumer non-real estate loans past due 120 days or more; and

•Residential real estate loans and open ended consumer non-real estate loans past due 180 days or more.

Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for a loan placed on nonaccrual status 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 status. Loans are returned to accrual status when payments are made that bring the loan account current with the contractual term of the loan and a six month payment history has been established. Interest on impaired loans considered troubled debt restructurings (“TDRs”) or substandard, less than 90 days delinquent, is recognized as income as it accrues based on the revised terms of the loan over an established period of continued payment. Substandard loans, as defined by the OCC, our primary banking regulator, are loans that are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

Residential real estate loans and open ended consumer non-real estate loans are charged off to estimated net realizable value less estimated selling costs at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 180 days or more. Closed ended consumer non-real estate loans are charged off to net realizable value at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 120 days or more. Commercial/agricultural real estate and non-real estate loans are charged off to net realizable value at the earlier of when (a) the loan is deemed by management to be uncollectible, or (b) the loan becomes past due 90 days or more.

Allowance for Loan Losses – The allowance for loan losses (“ALL”) is a valuation allowance for probable and inherent credit losses in our loan portfolio. Loan losses are charged against the ALL when management believes that the collectability of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the ALL. Management estimates the required ALL balance taking into account the following factors: past loan loss experience; the nature, volume and composition of our loan portfolio; known and inherent risks in our portfolio; information about specific borrowers’ ability to repay; estimated collateral values; current economic conditions; and other relevant factors determined by management. The ALL consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for certain qualitative factors. The entire ALL balance is available for any loan that, in management’s judgment, should be charged off.

A loan is impaired when full payment under the loan terms is not expected. Impaired loans consist of all TDRs, as well as individual loans not considered a TDR, that are either (1) rated substandard or worse, (2) on nonaccrual status or (3) PCI loans which are impaired at the time of acquisition. All TDRs are individually evaluated for impairment. See Note 4, “Loans, Allowance for Loan Losses and Impaired Loans” for more information on what we consider to be a TDR. For TDR’s or substandard loans deemed to be impaired, a specific ALL allocation may be established so that the loan is reported, net, at the lower of (a) its outstanding principal balance; (b) the present value of the loan’s estimated future cash flows using the loan’s existing rate; or (c) at the fair value of any loan collateral, less estimated disposal costs, if repayment is expected solely from the underlying collateral of the loan. For TDRs less than 90+ days past due, and certain substandard loans that are less than 90+ days delinquent, the likelihood of the loan migrating to over 90 days past due is also taken into account when determining the specific ALL allocation for these particular loans. Large groups of smaller balance homogeneous loans, such as non-TDR commercial, consumer and residential real estate loans, are collectively evaluated for ALL purposes, and accordingly, are not separately identified for ALL disclosures.

Acquired Loans— Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value with no carryover of related allowance for credit losses. Any allowance for loan loss on these pools reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be received). Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment.

Acquired loans that met the criteria for nonaccrual of interest prior to the acquisition may be considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if we can reasonably estimate the timing and amount of the expected cash flows on such loans and if we expect to fully collect the new carrying value of the loans. As such, we may no longer consider the loan to be nonaccrual or nonperforming and may accrue interest on these loans, including the impact of any accretable yield.

Loans acquired with deteriorated credit quality are accounted for in accordance with Accounting Standards Codification (“ASC”) 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30) if, at acquisition, the loans have evidence of credit quality deterioration since origination and it is probable that all contractually required payments will not be collected. At acquisition, the Company considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include, but are not limited to; loans 90 days or more past due, loans with an internal risk grade of substandard or below, loans classified as non-accrual by the acquired institution, and loans that have been previously modified in a troubled debt restructuring.

Under the ASC 310-30 model, the excess of cash flows expected to be collected at acquisition over recorded fair value is referred to as the accretable yield and is the interest component of expected cash flow. The accretable yield is recognized into income over the remaining life of the loan if the timing and/or amount of cash flows expected to be collected can be reasonably estimated (the accretion method). If the timing or amount of cash flows expected to be collected cannot be reasonably estimated, the cost recovery method of income recognition is used. The difference between the loan’s total scheduled principal and interest payments over all cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the non-accretable difference. The non-accretable difference represents contractually required principal and interest payments which the Company does not expect to collect.

Over the life of the loan, management continues to estimate cash flows expected to be collected. Decreases in expected cash flows are recognized as impairments through a charge to the provision for loan losses resulting in an increase in the allowance for loan losses. Subsequent improvements in cash flows result in first, reversal of existing valuation allowances recognized subsequent to acquisition, if any, and next, an increase in the amount of accretable yield to be subsequently recognized in interest income on a prospective basis over the loan’s remaining life.

Acquired loans that were not individually determined to be purchased with deteriorated credit quality are accounted for in accordance with ASC 310-20, Nonrefundable Fees and Other Costs (ASC 310-20), whereby the premium or discount derived from the fair market value adjustment, on a loan-by-loan or pooled basis, is recognized into interest income on a level yield basis over the remaining expected life of the loan or pool.

For all acquired loans, the outstanding loan balances less any related accretable yield and/or non-accretable difference is referred to as the loans’ carrying amount.

Loans Held for Sale — Loans held for sale are those loans the Company has the intent to sell in the foreseeable future. They are carried at the lower of aggregate cost or fair value. Gains and losses on sales of loans are recognized at settlement dates, and are determined by the difference between the sales proceeds and the carrying value of the loans after allocating costs to servicing rights retained. All sales are made without recourse. Interest rate lock commitments on mortgage loans to be funded and sold are valued at fair value, and are included in other assets or liabilities, if material.

Mortgage Servicing Rights— Mortgage servicing rights (“MSR”) assets result as the Company sells loans to investors in the secondary market and retains the rights to service mortgage loans sold to others. MSR assets are initially measured at fair value; assessed at least annually for impairment; carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. MSR assets are amortized in proportion to and over the period of estimated net servicing income, with the amortization recorded in non-interest expense in the consolidated statement of operations.

The valuation of MSRs and related amortization, included in amortization of mortgage servicing rights in the Consolidated Statements of Operations, thereon are based on numerous factors, assumptions and judgments, such as those for:

changes in the mix of loans, interest rates, prepayment speeds, and default rates. Changes in these factors, assumptions and judgments may have a material effect on the valuation and amortization of MSRs. Although management believes that the assumptions used to evaluate the MSRs for impairment are reasonable, future adjustment may be necessary if future economic conditions differ substantially from the economic assumptions used to determine the value of MSRs.

Foreclosed and Repossessed Assets, net – Assets acquired through foreclosure or repossession are initially recorded at fair value, less estimated costs to sell, which establishes a new cost basis. If the fair value declines subsequent to foreclosure or repossession, a write-down is recorded through expense. Costs incurred after acquisition are expensed and are included in non-interest expense, other in the Consolidated Statements of Operations.

Transfers of financial assets—Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the entity, (2) 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 (3) the entity does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.

Goodwill and other intangible assets—The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, “Intangibles - Goodwill and Other.” The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill. The Company amortizes acquired intangible assets, primarily Core Deposit Intangibles (CDI) with definite useful economic lives over their useful economic lives ranging from 48 to 144 months utilizing the straight-line method. On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired. The Company does not amortize goodwill, but reviews goodwill for impairment at a reporting unit level on an annual basis, or when events or changes in circumstances indicate that the carrying amounts may be impaired. The Company has the option of performing a qualitative assessment to determine whether any further quantitative testing for impairment is necessary. The option of whether or not to perform a qualitative assessment is made annually. A reporting unit is defined as any distinct, separately identifiable component of the Company’s one operating segment for which complete, discrete financial information is available and reviewed regularly by the segment’s management. The Company has one reporting unit as of December 31, 2019 which is related to its banking activities. The Company has performed the required goodwill impairment test and has determined that goodwill was not impaired as of December 31, 2019.

Leases - We determine if an arrangement is a lease at inception. All of our existing leases have been determined to be operating leases under ASC 842. Right-of-use (“ROU”) assets are included in other assets in our consolidated balance sheets. Operating lease liabilities are included in other liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date, based on the present value of lease payments over the lease term. As none of our existing leases provide an implicit rate, we use our incremental borrowing rate, based on information available at commencement date, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease, when it is reasonably certain that we will exercise that option. Lease expense is recognized based on the total contractually required lease payments, over the term of the lease, on a straight-line basis.

Office Properties and Equipment—Premises and equipment are stated at cost less accumulated depreciation. Land is carried at cost. Maintenance and repair costs are charged to expense as incurred. Gains or losses on disposition of office properties and equipment are reflected in income. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 10 to 40 years. Furniture, fixtures and equipment are depreciated using the straight-line (or accelerated) method with useful lives ranging from 3 to 10 years. Leasehold improvements are depreciated using the straight-line (or accelerated) method with useful lives based on the lesser of (a) the estimated life of the lease, or (b) the estimated useful life of the leasehold improvement.

Interest Bearing Deposits—Other interest bearing deposits are certificate of deposit investments made by the Bank with other financial institutions that are carried at cost. The weighted average months to maturity of the interest bearing deposits is 14.37 months. Balances over $250 in those institutions are not insured by the FDIC and therefore pose a potential risk in the event the institution were to fail. As of December 31, 2019 and December 31, 2018, there were zero certificate of deposit accounts with a balance greater than $250.

Debt and equity issuance costs—Debt issuance costs, which consist primarily of fees paid to note lenders, are deferred and included in other borrowings in the consolidated balance sheet. Debt issuance costs are amortized over the contractual term

of the corresponding debt, as a component of interest expense on other borrowed funds in the consolidated statement of operations. Specific costs associated with the issuance of shares of the Company’s common or preferred stock are netted against proceeds and recorded in stockholders’ equity, as additional paid in capital, on the consolidated balance sheet, in the period of the share issuance.

Advertising, Marketing and Public Relations Expense—The Company expenses all advertising, marketing and public relations costs as they are incurred.

Income Taxes – The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” Under this guidance, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. See Note 15, “Income Taxes” for details on the Company’s income taxes.

The Company regularly reviews the carrying amount of its net deferred tax assets to determine if the establishment of a valuation allowance is necessary. If based on the available evidence, it is more likely than not that all or a portion of the Company’s net deferred tax assets will not be realized in future periods, a deferred tax valuation allowance would be established. Consideration is given to various positive and negative factors that could affect the realization of the deferred tax assets. In evaluating this available evidence, management considers, among other things, historical performance, expectations of future earnings, the ability to carry back losses to recoup taxes previously paid, the length of statutory carry forward periods, any experience with utilization of operating loss and tax credit carry forwards not expiring, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences. Accordingly, the Company’s evaluation is based on current tax laws as well as management’s expectations of future performance.

Revenue Recognition - The Company recognizes revenue in the consolidated statements of operations as it is earned and when collectability is reasonably assured. The primary source of revenue is interest income from interest earning assets, which is recognized on the accrual basis of accounting using the effective interest method. The recognition of revenues from interest earning assets is based upon formulas from underlying loan agreements, securities contracts or other similar contracts. Non-interest income is recognized on the accrual basis of accounting as services are provided or as transactions occur. Non-interest income includes fees from brokerage and advisory service, deposit accounts, merchant services, ATM and debit card fees, mortgage banking activities, and other miscellaneous services and transactions. Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later. The Company also receives contingent commissions from insurance companies which are based on the overall profitability of their relationship based primarily on the loss experience of the insurance placed by the Company. Contingent commissions from insurance companies are recognized when determinable. Commission revenue is included in other non-interest income in the consolidated statement of operations.

Earnings Per Share – Basic earnings per common share is net income or loss divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable during the period, consisting of stock options outstanding under the Company’s stock incentive plans that have an exercise price that is less than the Company’s stock price on the reporting date.

Loss Contingencies—Loss contingencies, including claims and legal actions arising in the normal course of business, are recorded as liabilities when the likelihood of loss is probable and an amount of loss can be reasonably estimated.

Off-Balance-Sheet Financial Instruments—In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and commitments under lines of credit arrangements, issued to meet customer financial needs. Such financial instruments are recorded in the financial statements when they become payable. See Note 11, “Commitments and Contingencies” in Notes to Consolidated Financial Statements.

Derivatives--Rate-lock Commitments and Forward Sale Agreements —The Company enters into commitments to originate loans, whereby the interest rate on the loan is determined prior to funding (rate-lock commitment). Rate-lock commitments on mortgage loans held for sale are derivative instruments. If material, derivative instruments are carried on the consolidated balance sheets at fair value, and changes in the fair value thereof are recognized in the consolidated statements of income. The Company originates single-family residential loans for sale, pursuant to programs primarily with the Federal Home Loan Mortgage Corporation (FHLMC) and other similar third parties. In connection with these programs, at the time the Company initially issues a loan commitment, it does not lock in a specific interest rate. At the time the interest rate is locked in by the borrower, the Company concurrently enters into a forward loan sale agreement with the prospective loan purchaser, at a

specific price, in order to manage the interest rate risk inherent to the rate-lock commitment. The forward sale agreement also meets the definition of a derivative instrument. Any change in the fair value of the loan commitment after the borrower locks in the interest rate is substantially offset by the corresponding change in the fair value of the forward loan sale agreement related to such loan. The period from the time the borrower locks in the interest rate, to the time the Company funds the loan and sells the loan to a third party, is generally, approximately 45 days. The fair value of each instrument will rise and fall in response to changes in market interest rates, subsequent to the dates the interest rate locks and forward sale agreements are entered into. In the event that interest rates rise after the Company enters into an interest rate lock, the fair value of the loan commitment will decline. However, the fair value of the forward loan sale agreement related to such loan commitment should increase by substantially the same amount, effectively eliminating the Company’s interest rate and price risks.

At December 31, 2019, the Company had $6,148 of loan commitments outstanding related to loans being originated for sale, all of which were subject to interest rate lock commitments and corresponding forward loan sale agreements, as described above. The net fair values of outstanding interest rate-lock commitments and forward sale agreements were considered immaterial to the Company’s consolidated financial statements as of December 31, 2019.

Other Comprehensive Income —Accumulated and other comprehensive income or loss is comprised of the unrealized and realized gains and losses on securities available for sale and pension liability adjustments, net of tax, and is shown on the accompanying Consolidated Statements of Other Comprehensive Income.

Operating Segments—While our executive officers monitor the revenue streams of the various banking products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment.

Bank Owned Life Insurance (BOLI)—The Bank invests in bank-owned life insurance (BOLI) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a select group of employees. The Bank is the owner and beneficiary of the policies. Income from the increase in cash surrender value of the policies as well as the receipt of death benefits is included in non-interest income on the consolidated statement of income.

Recognition of a prior period error-In April 2019 the Company determined that certain state franchise returns had not ever been filed. The franchise liability calculation is primarily based on the Company's stockholders’ equity. The initial franchise return should have been filed in 2006 as part of the Company’s initial public offering. Additionally, with the Company's 2018 capital raise, an additional franchise liability should have been recorded in fiscal 2018. The Company should have recorded a $140 pre-tax charge related to the 2006 initial public offering in the fiscal year ended September 30, 2006 and a $160 pre-tax charge related to the 2018 capital raise in the fiscal year ended September 30, 2018. The correction of these prior period errors to record both the 2006 and 2018 franchise liability totaling $300, was recorded during the three months ended March 31, 2019. The impact on results of operations for the three months ended March 31, 2019 and year ended December 31, 2019 were as follows: pre-tax income was understated by $300, tax expense was overstated by $81 and net income was understated by $219 or $0.02 per share. For the fiscal year ended September 30, 2018, pre-tax income was overstated by $160, tax expense was understated by $44 and net income was overstated by $116 or $0.02 per share. Management of the Company evaluated these prior period errors under the accounting guidance FASB ASC 250, Accounting Changes and Error Corrections and concluded that the effect of these prior period errors was not material to the Company's consolidated financial statements for the year ended December 31, 2019 and was also immaterial to the fiscal year ended September 30, 2018 consolidated financial statements.

Reclassifications—Certain items previously reported were reclassified for consistency with the current presentation.

Recent Accounting Pronouncements—The Financial Accounting Standards Board (FASB) issues Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification (ASC). This section provides a summary description of recent ASUs that have significant implications (elected or required) within the consolidated financial statements, or that management expects may have a significant impact on financial statements issued in the near future.

Recent Accounting Pronouncements—Adopted

ASU 2018-02; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - ASU 2018-02 permits, but does not require, entities to reclassify tax effects stranded in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 to retained earnings. Companies that elect to reclassify these amounts must reclassify stranded tax effects for all items accounted for in accumulated other comprehensive income. the Company adopted this standard update, effective January 1, 2019. The Company’s stranded tax effects were related to valuation of the net deferred tax asset attributable to accumulated other comprehensive income (loss), which are unrealized gains (losses) on available-for-sale debt securities. Adoption resulted in a reclassification between two categories of stock holders’ equity at

January 1, 2018, with an increase of $137 in retained earnings and a decrease in accumulated other comprehensive loss for the same amount (no net change in stockholders’ equity).

ASU 2014-09; Revenue from Contracts with Customers (Topic 606)—Under the ASU, as modified by subsequent ASUs, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration the entity expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company applied the five-step method outlined in the ASU to all revenue streams scoped-in by the ASU and elected the modified retrospective implementation method. Substantially all of the Company’s interest income and certain non-interest income were not impacted by the adoption of this ASU because the revenue from those contracts with customers is covered by other guidance in U.S. GAAP. The Company’s largest sources of non-interest revenue which are subject to the guidance include fees and service charges on loan and deposit accounts and interchange revenue from debit card transactions. ASU 2014-08, as amended, became effective for the Company’s annual and interim periods beginning in the first quarter 2019. Adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements as the change in the timing and pattern of the Company’s revenue recognition related to scoped-in non-interest income recognized under the newly issued ASU is consistent with the current applicable accounting guidance. The Company has made all required additional disclosures related to non-interest income in the consolidated financial statements, primarily in Revenue Recognition policy included herein in Note 1.

ASU 2016-01; Recognition and Measurement of Financial Assets and Liabilities—The guidance requires certain equity investments to be measured at fair value, with changes in fair value recognized in net income. The Company’s adoption of ASU 2016-01 as of January 1, 2019, constitutes a change in accounting principle. The Company recorded a cumulative effect adjustment to retained earnings of $45 as of January 1, 2019, as a result of implementing this new accounting standard.

ASU 2016-02; Leases (Topic 842)—The ASU changed current GAAP by requiring that lease assets and liabilities arising from operating leases be recognized on the balance sheet. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11, Codification Improvements to Topic 842, Leases, amending various aspects of Topic 842. Topic 842 does not significantly change the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee from current U.S. GAAP. For leases with a term of 12 months or less, a lessee would be permitted to make an accounting policy election, by class of underlying asset, not to recognize lease assets and liabilities. Topic 842 became effective for the Company for annual and interim periods beginning in the first quarter 2019.

The Company leased (1) 9 branch locations, (2) its corporate offices (3) 1 production office and (4) office equipment under operating leases that resulted in the recognition of right-of-use assets and corresponding lease liabilities of approximately $5,000, respectively, under Topic 842. The right-of-use assets are included in other assets and the corresponding lease liabilities are included in other liabilities on the consolidated balance sheet. Adoption of Topic 842 did not have a material impact on the Company’s consolidated statement of operations. Management adopted the guidance on January 1, 2019, and elected certain practical expedients offered by the FASB, including foregoing the restatement of comparative periods upon adoption. Management also excluded short-term leases from the recognition of right-of-use asset and lease liabilities. Additionally, the Company elected the transition relief allowed by FASB in foregoing reassessment of the following: whether any existing contracts were or contained leases, the classification of existing leases, and the determination of initial direct costs for existing leases. As of December 31, 2019, the Company leases (1) 6 branch locations, (2) its corporate offices (3) 1 production office and (4) office equipment under operating leases. See Note 8 for additional detail.

ASU 2017-04; Intangibles - Goodwill and Other (Topic 350)—The ASU simplifies the accounting for goodwill impairment. This guidance, among other things, removes step two of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of this ASU, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in either greater or less impairment being recognized than under current guidance. The Company adopted this Update for the Company’s annual goodwill impairment tests beginning in the year ended December 31, 2019. Adoption of this ASU to had no material impact on its consolidated financial statements.

Recently Issued, But Not Yet Effective Accounting Pronouncements

ASU 2016-13; Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments--The ASU changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly, ASU 2016-13 requires the use of forward-looking information to form credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, though the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for

credit losses on debt securities and purchased financial assets with credit deterioration. In November, 2019, the FASB issued ASU-2019-10, which delayed the effective date for ASU 2016-13 for smaller reporting companies, resulting in ASU 2016-13 becoming effective in the first quarter of 2023 for the Company. Earlier adoption is permitted; however, the Company does not currently plan to adopt the ASU early. Management is assessing alternative loss estimation methodologies and the Company’s data and system needs in order to evaluate the impact that adoption of this standard will have on the Company’s financial condition and results of operations. The Company anticipates recording the effect of implementing this ASU through a cumulative-effect adjustment through retained earnings as of the beginning of the reporting period in which the ASU is effective, which will be January 1, 2023.

ASU 2018-13, Fair Value Measurement (Topic 820)—The ASU modifies disclosure requirements on fair value measurements. This ASU removes requirements to disclose, (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and (2) the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that, disclosure regarding measurement uncertainty, is intended to communicate information about the uncertainty in measurement, as of the reporting date. ASU 2018-13 adds certain disclosure requirements, including (1) disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements, and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this ASU are effective for the Company beginning in the first quarter 2020. The amendments on (1) changes in unrealized gains and losses, (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and (3) the narrative description of measurement uncertainty, should be applied prospectively. All other amendments should be applied retrospectively for all periods presented. The Company does not expect adoption of this ASU to have a material impact on its consolidated financial position or results of operations.

ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)—The ASU was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement), by providing guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract, with similar costs to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments. This guidance will become effective for the Company beginning in the first quarter 2020, with early adoption permitted. The Company does not expect adoption of this ASU to have a material impact on its consolidated financial statements.

NOTE 2 – ACQUISITION

F. & M. Bancorp. of Tomah, Inc.

On July 1, 2019 the Company completed its previously announced acquisition of F. & M. Bancorp. of Tomah, Inc. (“F&M”) pursuant to the merger agreement. In connection with the acquisition, the Company merged Farmers & Merchants Bank with and into the Bank, with the Bank surviving the merger.

Under the terms of the merger agreement, each issued and outstanding share of F&M common stock, $0.25 par value, other than F&M common stock held by dissenting shareholders, or shares of F&M common stock held by F&M as treasury stock or owned by the Company, was converted into the right to receive, without interest (i) $94.92 in cash, (ii) 1.3350 shares of Citizens common stock, and (iii) cash in lieu of fractional shares. The value of the aggregate consideration paid to F&M shareholders was approximately $23.9 million, consisting of $20.8 million cash, and shares of the Company’s common stock valued at approximately $3.1 million.

The merger added $193.6 million in assets, gross loans of $130.3 million, $148.6 million in deposits, $0.024 million of goodwill and $1.6 million of a core deposit intangible. The goodwill is not deductible for tax purposes, as the acquisition is accounted for as a tax-free exchange for tax purposes.

In connection with the F&M acquisition, we incurred expenses related to (1) accounting, legal and other professional services, (2) contract termination costs, and (3) other costs of integrating and conforming acquired operations with and into the Company. These merger-related expenses, that were expensed as incurred, amounted to $3,121 for the year ended December 31, 2019, and were included in other non-interest expense on the consolidated statement of operations.

The acquisition of the net assets of F&M constitutes a business combination as defined by FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed are presented at their fair values at acquisition date. Fair values were determined based on the requirements of FASB ASC Topic 820, “Fair Value Measurements.”

In many cases, the determination of these fair values required management to make estimates regarding discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change for a period up to 12 months after the acquisition date. Management engaged third-party valuation specialists to assist in determining such values. The results of the fair value evaluation generated goodwill and intangible assets as noted above.

The following pro forma financial information for the periods presented reflects our estimated consolidated pro forma results of operations as if the F&M acquisition occurred on January 1, 2019, not considering potential cost savings and other business synergies we expect to receive as a result of the acquisition:



	Citizens Community Bancorp, Inc.		F&M		Pro Forma Adjustments			Pro Forma Combined
Year ended December 31, 2019
Revenue (net interest income and non-interest income)	$	51,826	$	6,743	$	(612	)	$	57,957
Net income attributable to common stockholders	$	8,614	$	1,895	$	(579	)	$	9,930
Earnings per share--basic	$	0.76	$	0.17	$	(0.05	)	$	0.88
Earnings per share-diluted	$	0.74	$	0.14	$	(0.05	)	$	0.83

These pro forma adjustments reflect (1) additional depreciation and amortization expense related to, and associated tax effects of, the purchase accounting adjustments made to record various items at fair value and (2) elimination of acquisition related costs incurred.

The revenue and earnings of F&M from the acquisition date of July 1, 2019 to December 31, 2019 were approximately $3,100 and $850, respectively.

United Bank

On October 19, 2018, the Company completed its previously announced acquisition of United Bank pursuant to the stock purchase agreement, dated June 20, 2018, as then amended. In connection with the acquisition, the Company merged United Bank with and into the Bank, with the Bank surviving the merger.

Under the terms of the stock purchase agreement, the Company acquired 100% of the common stock of United Bank from United Bancorporation for the purchase price of $51.1 million, which includes approximately $400 in closing date purchase price adjustments as provided in the Stock Purchase Agreement, as amended. Of the cash consideration to be paid to United Bancorporation in the Acquisition, approximately $44.3 million was paid in cash upon the closing of the Acquisition, and approximately $6.8 million was set aside in escrow or held by the Company for the purposes of funding certain post-closing purchase price adjustments and future indemnity claims in accordance with the Stock Purchase Agreement, as amended.

The merger added $315,216 in assets, $199,859 in loans, $272,671 in deposits, $21,030 in goodwill, and $3,020 in core deposit intangible. Acquired deposits included approximately $51,000, deposited by United Bank’s former parent company, and withdrawn from the Bank, as anticipated, subsequent to the acquisition. None of the goodwill is deductible for tax purposes, as the acquisition is accounted for as a tax-free exchange for tax purposes.

In connection with the United Bank acquisition, we incurred expenses related to (1) accounting, legal and other professional services, (2) contract termination costs, and (3) other costs of integrating and conforming acquired operations with and into the Company. These merger-related expenses, that were expensed as incurred, amounted to $1,057 for the transition period of three months ended December 31, 2018 and $359 for the year ended September 30, 2018, and were included in non-interest expense on the consolidated statement of operations.

The acquisition of the net assets of United constitutes a business combination as defined by FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets acquired and liabilities assumed are presented at their fair values at acquisition date. Fair values were determined based on the requirements of FASB ASC Topic 820, “Fair Value Measurements.” In many cases, the determination of these fair values required management to make estimates regarding discount rates, future

expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change for a period up to 12 months after the acquisition date. Management engaged third-party valuation specialists to assist in determining such values. The results of the fair value evaluation generated goodwill and intangible assets as noted above.

The following pro forma financial information for the periods presented reflects our estimated consolidated pro forma results of operations as if the United acquisition occurred on October 1, 2018, not considering potential cost savings and other business synergies we expect to receive as a result of the acquisition:



	Citizens Community Bancorp, Inc.		United Bank		Pro Forma Adjustments			Pro Forma Combined
Three months ended December 31, 2018
Revenue (net interest income and non-interest income)	$	3,304	$	2,402	$	25		$	5,731
Net income attributable to common stockholders	$	847	$	825	$	(216	)	$	1,456
Earnings per share--basic	$	0.08	0.08		(0.02		)	$	0.13
Earnings per share-diluted	$	0.08	0.08		(0.02		)	$	0.13



	Citizens Community Bancorp, Inc.		United Bank		Pro Forma Adjustments			Pro Forma Combined
Year ended September 30, 2018
Revenue (net interest income and non-interest income)	$	36,373	$	13,064	$	100		$	49,537
Net income attributable to common stockholders	$	4,283	$	3,376	$	(843	)	$	6,816
Earnings per share--basic	$	0.72						$	0.62
Earnings per share-diluted	$	0.58						$	0.62

The pro forma adjustments reflect (1) additional depreciation and amortization expense related to, and associated tax effects of, the purchase accounting adjustments made to record various items at fair value and (2) elimination of acquisition related costs incurred.

The revenue and earnings of United Bank since the acquisition date of October 19, 2018 are included in the Company’s consolidated statement of operations, and it is not practical to disclose them separately.

The following table summarizes the amounts recorded on the consolidated balance sheet as of the acquisition date in conjunction with the acquisition discussed above:



	F&M		United Bank

Fair value of consideration paid	$	23,894	$	51,128

Fair value of identifiable assets acquired:
Cash and cash equivalents	15,757		97,023
Fed funds sold	—		2,235
Interest bearing deposits	992		280
Securities available for sale “AFS”	37,069		—
Non-marketable equity securities, at cost	2,413		495
Loans held for sale	—		82
Loans receivable, net	126,732		199,859
Mortgage servicing assets	—		2,721
Premises and equipment, net	2,654		3,202
Core deposit intangible assets	1,582		3,021
Cash value of life insurance	4,719		6,021
Other assets	1,676		277
Total identifiable assets acquired	$	193,594	$	315,216

Fair value of liabilities assumed:
Deposits	$	148,637	$	272,671
Other borrowings	20,122		10,801
Other liabilities	965		1,646
Total liabilities assumed	169,724		285,118
Fair value of net identifiable assets acquired	23,870		30,098
Goodwill recognized	$	24	$	21,030

On October 25, 2019, the Department of the Treasury released revised guidance which clarified that ordinary course of business transactions, including mergers and acquisitions involving entities owning life insurance contracts, were not intended to meet the definition of a “reportable policy sale”. As such, the bank-owned life insurance (“BOLI”) policies acquired from F&M retained their tax-free status. The elimination of the deferred tax liability associated with certain acquired BOLI contracts of F&M, due to this regulation change, resulted in a decrease on other assets and a corresponding decrease in goodwill of $343, from what was previously reported on the Company’s September 30, 2019 Form 10-Q, filed with the SEC on November 7, 2019.

NOTE 3 – INVESTMENT SECURITIES

The amortized cost, estimated fair value and related unrealized gains and losses on securities available for sale and held to maturity as of December 31, 2019 and December 31, 2018, respectively, were as follows:



Available for sale securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2019
U.S. government agency obligations	$	52,020	$	132	$	347	$	51,805
Obligations of states and political subdivisions	281		—		—		281
Mortgage-backed securities	70,806		635		110		71,331
Corporate debt securities	18,776		66		117		18,725
Corporate asset based securities	27,718		—		864		26,854
Trust preferred securities	11,167		35		79		11,123
Total available for sale securities	$	180,768	$	868	$	1,517	$	180,119

December 31, 2018
U.S. government agency obligations	$	46,215	$	13	$	930	$	45,298
Obligations of states and political subdivisions	35,162		22		456		34,728
Mortgage-backed securities	42,279		10		939		41,350
Agency Securities	104		49		5		148
Corporate debt securities	6,577		—		272		6,305
Corporate asset based securities	18,928		8		40		18,896
Total available for sale securities	$	149,265	$	102	$	2,642	$	146,725



Held to maturity securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2019
Obligations of states and political subdivisions	$	300	$	2	$	—	$	302
Mortgage-backed securities	2,551		104		—		2,655
Total held to maturity securities	$	2,851	$	106	$	—	$	2,957
December 31, 2018
Obligations of states and political subdivisions	$	1,701	$	—	$	3	$	1,698
Mortgage-backed securities	3,149		42		17		3,174
Total held to maturity securities	$	4,850	$	42	$	20	$	4,872

At December 31, 2019, the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $1,609 as collateral to secure a line of credit with the Federal Reserve Bank. As of December 31, 2019, there were no borrowings outstanding on this Federal Reserve Bank line of credit. As of December 31, 2019, the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $5,990 and mortgage-backed securities with a carrying value of $13,999 as collateral against specific municipal deposits. As of December 31, 2019, the Bank also has mortgage backed securities with a carrying value of $696 pledged as collateral to the Federal Home Loan Bank of Des Moines.

The estimated fair value of available for sale securities at December 31, 2019, by contractual maturity, is shown below. Expected maturities will differ from contractual maturities on mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Expected maturities may differ from contractual maturities on certain agency and securities due to the call feature.



Available for sale securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	141	$	141
Due after one year through five years	5,900		5,959
Due after five years through ten years	43,269		43,180
Due after ten years	60,652		59,508
Total securities with contractual maturities	109,962		108,788
Mortgage backed securities	70,806		71,331
Total available for sale securities	$	180,768	$	180,119



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	300	$	302
Total securities with contractual maturities	300		302
Mortgage backed securities	2,551		2,655
Total held to maturity securities	$	2,851	$	2,957

Securities with unrealized losses at December 31, 2019 and December 31, 2018, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:



	Less than 12 Months				12 Months or More				Total
Available for sale securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
December 31, 2019
U.S. government agency obligations	$	14,593	$	156	$	10,540	$	191	$	25,133	$	347
Mortgage-backed securities	22,537		62		5,883		48		28,420		110
Corporate debt securities	7,001		15		1,398		102		8,399		117
Corporate asset based securities	8,683		285		18,171		579		26,854		864
Trust preferred securities	7,420		79		—		—		7,420		79
Total	$	60,234	$	597	$	35,992	$	920	$	96,226	$	1,517
December 31, 2018
U.S. government agency obligations	$	25,061	$	165	$	19,755	$	765	$	44,816	$	930
Obligations of states and political subdivisions	5,807		28		24,124		428		29,931		456
Mortgage-backed securities	3,518		9		31,040		930		34,558		939
Agency securities	28		5		—		—		28		5
Corporate debt securities	1,233		17		5,071		255		6,304		272
Corporate asset based securities	10,142		40		—		—		10,142		40
Total	$	45,789	$	264	$	79,990	$	2,378	$	125,779	$	2,642



	Less than 12 Months				12 Months or More				Total
Held to maturity securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
December 31, 2019
Obligations of states and political subdivisions	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities	—		—		—		—		—		—
Total	$	—	$	—	$	—	$	—	$	—	$	—
December 31, 2018
Obligations of states and political subdivisions	$	1,290	$	1	$	409	$	2	$	1,699	$	3
Mortgage-backed securities	1,238		3		1,319		14		2,557		17
Total	$	2,528	$	4	$	1,728	$	16	$	4,256	$	20

The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. As part of such monitoring, the credit quality of individual securities and their issuer is assessed. Significant inputs used to measure the amount of other-than-temporary impairment related to credit loss include, but are not limited to; the Company’s intent and ability to sell the debt security prior to recovery, that it is more likely than not that the Company will not sell the security prior to recovery, default and delinquency rates of the underlying collateral, remaining credit support, and historical loss severities. Adjustments to market value of available for sale securities that are considered temporary are recorded as separate components of shareholders’ equity, net of tax. If the unrealized loss of a security is identified as other-than-temporary based on information available, such as the decline in the creditworthiness of the issuer, external market ratings, or the anticipated or realized elimination of associated dividends, such impairments are further analyzed to determine if credit loss exists. If there is a credit loss, it will be recorded in the Company’s consolidated statement of operations. Non-credit components of the unrealized losses on available for sale securities will continue to be recognized in other comprehensive income (loss), net of tax. Unrealized losses reflected in the preceding tables have not been included in results of operations because the unrealized loss was not deemed other-than-temporary. Management has determined that more likely than not, the Company neither intends to sell, nor will it be required to sell each debt security before its anticipated recovery, and therefore recovery of cost will occur.

NOTE 4 – LOANS, ALLOWANCE FOR LOAN LOSSES AND IMPAIRED LOANS Loans by classes within portfolio segments were as follows:



	December 31, 2019			December 31, 2018
Originated Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	302,546		$	200,875
Agricultural real estate	34,026			29,589
Multi-family real estate	71,877			61,574
Construction and land development	71,467			15,812
Commercial/Agricultural non-real estate:
Commercial non-real estate	89,730			73,518
Agricultural non-real estate	20,717			17,341
Residential real estate:
One to four family	108,619			121,053
Purchased HELOC loans	8,407			12,883
Consumer non-real estate:
Originated indirect paper	39,585			56,585
Purchased indirect paper	—			15,006
Other Consumer	15,546			15,553
Total originated loans	$	762,520		$	619,789
Acquired Loans:
Commercial/Agricultural real estate:
Commercial real estate	211,913			157,084
Agricultural real estate	51,337			56,426
Multi-family real estate	15,131			7,826
Construction and land development	14,943			6,879
Commercial/Agricultural non-real estate:
Commercial non-real estate	44,004			38,909
Agricultural non-real estate	17,063			18,986
Residential real estate:
One to four family	67,713			88,873
Consumer non-real estate:
Other Consumer	2,640			4,661
Total acquired loans	$	424,744		$	379,644
Total Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	514,459		$	357,959
Agricultural real estate	85,363			86,015
Multi-family real estate	87,008			69,400
Construction and land development	86,410			22,691
Commercial/Agricultural non-real estate:
Commercial non-real estate	133,734			112,427
Agricultural non-real estate	37,780			36,327
Residential real estate:
One to four family	176,332			209,926
Purchased HELOC loans	8,407			12,883
Consumer non-real estate:
Originated indirect paper	39,585			56,585
Purchased indirect paper	—			15,006
Other Consumer	18,186			20,214
Gross loans	$	1,187,264		$	999,433
Less:
Unearned net deferred fees and costs and loans in process	(393		)	409
Unamortized discount on acquired loans	(9,491		)	(7,286		)
Allowance for loan losses	(10,320		)	(7,604		)
Loans receivable, net	$	1,167,060		$	984,952

Portfolio Segments:

Commercial and agricultural real estate loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate and may include a personal guarantee. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The level of owner-occupied property versus non-owner-occupied property are tracked and monitored on a regular basis.

Commercial non-real estate loans are primarily underwritten based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. These cash flows, however, may not be as expected and the value of collateral securing the loans may fluctuate. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Agricultural non-real estate loans are generally comprised of term loans to fund the purchase of equipment, livestock and seasonal operating lines. Operating lines are typically written for one year and are secured by the crop and other farm assets as considered necessary. Agricultural loans carry significant credit risks as they may involve larger balances concentrated with single borrowers or groups of related borrowers. In addition, repayment of such loans depends on the successful operation or management of the farm property securing the loan or for which an operating loan is utilized. Farming operations may be affected by adverse weather conditions such as drought, hail or floods that can severely limit crop yields.

Residential real estate loans are collateralized by primary and secondary positions on real estate and are underwritten primarily based on borrower’s documented income, credit scores, and collateral values. Under consumer home equity loan guidelines, the borrower will be approved for a loan based on a percentage of their home’s appraised value less the balance owed on the existing first mortgage. Credit risk is minimized within the residential real estate portfolio as relatively small loan amounts are spread across many individual borrowers. Management evaluates trends in past due loans and current economic factors such as the housing price index on a regular basis.

Consumer non-real estate loans are comprised of originated indirect paper loans secured primarily by boats and recreational vehicles and other bank originated consumer loans secured primarily by automobiles and other personal assets. The Bank ceased new originations of indirect paper and purchased indirect paper loans in early fiscal 2017. Consumer loans underwriting terms often depend on the collateral type, debt to income ratio and the borrower’s creditworthiness as evidenced by their credit score. Collateral value alone may not provide an adequate source of repayment of the outstanding loan balance in the event of a consumer non-real estate default. This shortage is a result of the greater likelihood of damage, loss and depreciation for consumer based collateral.

Below is a breakdown of loans by risk rating as of December 31, 2019:



	1 to 5		6		7		8		9		TOTAL
Originated Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	301,381	$	266	$	899	$	—	$	—	$	302,546
Agricultural real estate	31,129		829		2,068		—		—		34,026
Multi-family real estate	71,877		—		—		—		—		71,877
Construction and land development	67,989		—		3,478		—		—		71,467
Commercial/Agricultural non-real estate:
Commercial non-real estate	85,248		1,023		3,459		—		—		89,730
Agricultural non-real estate	19,545		402		770		—		—		20,717
Residential real estate:
One to four family	104,428		—		4,191		—		—		108,619
Purchased HELOC loans	8,407		—		—		—		—		8,407
Consumer non-real estate:					—
Originated indirect paper	39,339		—		246		—		—		39,585
Purchased indirect paper	—		—		—		—		—		—
Other Consumer	15,425		—		121		—		—		15,546
Total originated loans	$	744,768	$	2,520	$	15,232	$	—	$	—	$	762,520
Acquired Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	196,692	$	6,084	$	9,137	$	—	$	—	$	211,913
Agricultural real estate	42,381		534		8,422		—		—		51,337
Multi-family real estate	13,533		—		1,598		—		—		15,131
Construction and land development	14,181		—		762		—		—		14,943
Commercial/Agricultural non-real estate:
Commercial non-real estate	41,587		932		1,485		—		—		44,004
Agricultural non-real estate	15,621		350		1,092		—		—		17,063
Residential real estate:
One to four family	65,125		436		2,152		—		—		67,713
Consumer non-real estate:
Other Consumer	2,628		—		12		—		—		2,640
Total acquired loans	$	391,748	$	8,336	$	24,660	$	—	$	—	$	424,744
Total Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	498,073	$	6,350	$	10,036	$	—	$	—	$	514,459
Agricultural real estate	73,510		1,363		10,490		—		—		85,363
Multi-family real estate	85,410		—		1,598		—		—		87,008
Construction and land development	82,170		—		4,240		—		—		86,410
Commercial/Agricultural non-real estate:
Commercial non-real estate	126,835		1,955		4,944		—		—		133,734
Agricultural non-real estate	35,166		752		1,862		—		—		37,780
Residential real estate:
One to four family	169,553		436		6,343		—		—		176,332
Purchased HELOC loans	8,407		—		—		—		—		8,407
Consumer non-real estate:
Originated indirect paper	39,339		—		246		—		—		39,585
Purchased indirect paper	—		—		—		—		—		—
Other Consumer	18,053		—		133		—		—		18,186
Gross loans	$	1,136,516	$	10,856	$	39,892	$	—	$	—	$	1,187,264
Less:
Unearned net deferred fees and costs and loans in process											(393		)
Unamortized discount on acquired loans											(9,491		)
Allowance for loan losses											(10,320		)
Loans receivable, net											$	1,167,060

Below is a breakdown of loans by risk rating as of December 31, 2018:



	1 to 5		6		7		8		9		TOTAL
Originated Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	200,226	$	197	$	452	$	—	$	—	$	200,875
Agricultural real estate	27,581		987		1,021		—		—		29,589
Multi-family real estate	61,574		—		—		—		—		61,574
Construction and land development	15,812		—		—		—		—		15,812
Commercial/Agricultural non-real estate:
Commercial non-real estate	73,412		106		—		—		—		73,518
Agricultural non-real estate	16,494		205		642		—		—		17,341
Residential real estate:
One to four family	118,461		165		2,427		—		—		121,053
Purchased HELOC loans	12,883		—		—		—		—		12,883
Consumer non-real estate:
Originated indirect paper	56,371		—		214		—		—		56,585
Purchased indirect paper	15,006		—		—		—		—		15,006
Other Consumer	15,515		—		38		—		—		15,553
Total originated loans	$	613,335	$	1,660	$	4,794	$	—	$	—	$	619,789
Acquired Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	145,674	$	5,808	$	5,602	$	—	$	—	$	157,084
Agricultural real estate	50,215		—		6,211		—		—		56,426
Multi-family real estate	7,661		—		165		—		—		7,826
Construction and land development	6,288		183		408		—		—		6,879
Commercial/Agricultural non-real estate:
Commercial non-real estate	35,221		1,338		2,350		—		—		38,909
Agricultural non-real estate	16,644		50		2,292		—		—		18,986
Residential real estate:
One to four family	84,281		2,657		$	1,935	—		—		88,873
Consumer non-real estate:
Other Consumer	4,639		—		22		—		—		4,661
Total acquired loans	$	350,623	$	10,036	$	18,985	$	—	$	—	$	379,644
Total Loans:
Commercial/Agricultural real estate:
Commercial real estate	$	345,900	$	6,005	$	6,054	$	—	$	—	$	357,959
Agricultural real estate	77,796		987		7,232		—		—		86,015
Multi-family real estate	69,235		—		165		—		—		69,400
Construction and land development	22,100		183		408		—		—		22,691
Commercial/Agricultural non-real estate:
Commercial non-real estate	108,633		1,444		2,350		—		—		112,427
Agricultural non-real estate	33,138		255		2,934		—		—		36,327
Residential real estate:
One to four family	202,742		2,822		4,362		—		—		209,926
Purchased HELOC loans	12,883		—		—		—		—		12,883
Consumer non-real estate:
Originated indirect paper	56,371		—		214		—		—		56,585
Purchased indirect paper	15,006		—		—		—		—		15,006
Other Consumer	20,154		—		60		—		—		20,214
Gross loans	$	963,958	$	11,696	$	23,779	$	—	$	—	$	999,433
Less:
Unearned net deferred fees and costs and loans in process											409
Unamortized discount on acquired loans											(7,286		)
Allowance for loan losses											(7,604		)
Loans receivable, net											$	984,952

Credit Quality/Risk Ratings: Management utilizes a numeric risk rating system to identify and quantify the Bank’s risk of loss within its loan portfolio. Ratings are initially assigned prior to funding the loan, and may be changed at any time as circumstances warrant.

Ratings range from the highest to lowest quality based on factors that include measurements of ability to pay, collateral type and value, borrower stability and management experience. The Bank’s loan portfolio is presented below in accordance with the risk rating framework that has been commonly adopted by the federal banking agencies. The definitions of the various risk rating categories are as follows:

1 through 4 - Pass. A “Pass” loan means that the condition of the borrower and the performance of the loan is satisfactory or better.

5 - Watch. A “Watch” loan has clearly identifiable developing weaknesses that deserve additional attention from management. Weaknesses that are not corrected or mitigated, may jeopardize the ability of the borrower to repay the loan in the future.

6 - Special Mention. A “Special Mention” loan has one or more potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position in the future.

7 - Substandard. A “Substandard” loan is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Assets classified as substandard must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

8 - Doubtful. A “Doubtful” loan has all the weaknesses inherent in a Substandard loan with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

9 - Loss. Loans classified as “Loss” are considered uncollectible, and their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, and a partial recovery may occur in the future.

Certain directors and executive officers of the Company are defined as related parties. These related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during the year ended December 31, 2019, and the three months ended December 31, 2018. A summary of the changes in those loans is as follows:



	Twelve months ended			Three months ended
	December 31, 2019			December 31, 2018
Balance—beginning of period	$	11,104		$	234
New loan originations	10,243			12
Repayments	(980		)	(124		)
Acquired previously originated director loans	—			10,982
Balance—end of period	$	20,367		$	11,104
Available and unused lines of credit	$	7,017		$	37

Allowance for Loan Losses—The ALL represents management’s estimate of probable and inherent credit losses in the Bank’s loan portfolio. Estimating the amount of the ALL requires the exercise of significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of other qualitative factors such as current economic trends and conditions, all of which may be susceptible to significant change.

There are many factors affecting the ALL; some are quantitative, while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which result in probable credit losses), includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that could adversely affect the Company’s earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the

entire ALL is available for any loan that, in management’s judgment, should be charged-off or for which an actual loss is realized.

As an integral part of their examination process, various regulatory agencies also review the Bank’s ALL. Such agencies may require that changes in the ALL be recognized when such regulators’ credit evaluations differ from those of our management based on information available to the regulators at the time of their examinations.

Changes in the ALL by loan type for the periods presented below were as follows:



	Commercial/Agricultural Real Estate			Commercial/Agricultural Non-real Estate			Residential Real Estate			Consumer Non-real Estate			Unallocated		Total
Twelve months ended December 31, 2019:
Allowance for Loan Losses:
Beginning balance, January 1, 2019	$	4,019		$	1,258		$	1,048		$	641		$	153	$	7,119
Charge-offs	(355		)	—			(120		)	(257		)	—		(732		)
Recoveries	—			—			—			84			—		84
Provision	2,541			385			(49		)	(1		)	204		3,080
Total Allowance on originated loans	$	6,205		$	1,643		$	879		$	467		$	357	$	9,551
Purchased credit impaired loans	—			—			—			—			—		—
Other acquired loans:
Beginning balance, January 1, 2019	$	183		$	32		$	205		$	65		$	—	$	485
Charge-offs	(26		)	—			(120		)	(33		)	—		(179		)
Recoveries	3			—			5			10			—		18
Provision	366			(5		)	73			11			—		445
Total allowance on other acquired loans	$	526		$	27		$	163		$	53		$	—	$	769
Total allowance on acquired loans	$	526		$	27		$	163		$	53		$	—	$	769
Ending Balance, December 31, 2019	$	6,731		$	1,670		$	1,042		$	520		$	357	$	10,320
Allowance for Loan Losses at December 31, 2019:
Amount of allowance for loan losses arising from loans individually evaluated for impairment	$	495		$	312		$	136		$	13		$	—	$	956
Amount of allowance for loan losses arising from loans collectively evaluated for impairment	$	6,236		$	1,358		$	906		$	507		$	357	$	9,364
Loans Receivable as of December 31, 2019:
Ending balance of originated loans	$	479,916		$	110,447		$	117,026		$	55,131		$	—	$	762,520
Ending contractual balance of purchased credit-impaired loans	31,408			4,666			2,194			—			—		38,268
Ending balance of other acquired loans	261,916			56,401			65,519			2,640			—		386,476
Ending balance of loans	$	773,240		$	171,514		$	184,739		$	57,771		$	—	$	1,187,264
Ending balance: individually evaluated for impairment	$	42,658		$	9,966		$	10,126		$	446		$	—	$	63,196
Ending balance: collectively evaluated for impairment	$	730,582		$	161,548		$	174,613		$	57,325		$	—	$	1,124,068



	Commercial/Agricultural Real Estate		Commercial/Agricultural Non-real Estate		Residential Real Estate			Consumer Non-real Estate			Unallocated			Total
Three months ended December 31, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2018	$	3,276	$	1,040	$	1,035		$	664		$	282		$	6,297
Charge-offs	—		—		(11		)	(78		)	—			(89		)
Recoveries	—		—		—			22			—			22
Provision	743		218		24			33			(129		)	889
Total Allowance on originated loans	$	4,019	$	1,258	$	1,048		$	641		$	153		$	7,119
Purchased credit impaired loans	—		—		—			—			—			—
Other acquired loans:
Beginning balance, October 1, 2018	$	168	$	29	$	169		$	85		$	—		$	451
Charge-offs	—		—		(32		)	(1		)	—			(33		)
Recoveries	—		—		4			2			—			6
Provision	15		3		64			(21		)	—			61
Total Allowance on other acquired loans	$	183	$	32	$	205		$	65		$	—		$	485
Total Allowance on acquired loans	$	183	$	32	$	205		$	65		$	—		$	485
Ending balance, December 31, 2018	$	4,202	$	1,290	$	1,253		$	706		$	153		$	7,604
Allowance for Loan Losses at December 31, 2018:
Amount of allowance for loan losses arising from loans individually evaluated for impairment	$	25	$	9	$	156		$	37		$	—		$	227
Amount of allowance for loan losses arising from loans collectively evaluated for impairment	$	4,177	$	1,281	$	1,097		$	669		$	153		$	7,377
Loans Receivable as of December 31, 2018:
Ending balance of originated loans	$	307,849	$	90,859	$	133,936		$	87,145		$	—		$	619,789
Ending contractual balance of purchased credit-impaired loans	19,887		6,048		3,004			—			—			28,939
Ending balance of other acquired loans	208,329		51,846		85,869			4,661			—			350,705
Ending balance of loans	$	536,065	$	148,753	$	222,809		$	91,806		$	—		$	999,433
Ending balance: individually evaluated for impairment	$	11,722	$	2,770	$	7,653		$	373		$	—		$	22,518
Ending balance: collectively evaluated for impairment	$	524,343	$	145,983	$	215,156		$	91,433		$	—		$	976,915

Loans receivable by loan type as of the end of the periods shown below were as follows:



	Commercial/Agriculture Real Estate Loans				Commercial/Agriculture Non-real Estate Loans				Residential Real Estate Loans				Consumer Non-real Estate Loans				Totals
	Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,		Dec 31,
	2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
Performing loans
Performing TDR loans	$	1,730	$	2,209	$	366	$	428	$	3,206	$	3,319	$	68	$	99	$	5,370	$	6,055
Performing loans other	758,237		531,030		167,596		146,249		178,415		216,636		57,486		91,373		1,161,734		985,288
Total performing loans	759,967		533,239		167,962		146,677		181,621		219,955		57,554		91,472		1,167,104		991,343

Nonperforming loans (1)
Nonperforming TDR loans	4,868		577		1,973		1,305		383		785		—		—		7,224		2,667
Nonperforming loans other	8,405		2,249		1,579		771		2,735		2,069		217		334		12,936		5,423
Total nonperforming loans	13,273		2,826		3,552		2,076		3,118		2,854		217		334		20,160		8,090
Total loans	$	773,240	$	536,065	$	171,514	$	148,753	$	184,739	$	222,809	$	57,771	$	91,806	$	1,187,264	$	999,433


(1)	Nonperforming loans are either 90+ days past due or nonaccrual.

An aging analysis of the Company’s commercial/agriculture real estate and non-real estate, consumer real estate and non-real estate and purchased third party loans as of December 31, 2019 and 2018, respectively, was as follows:



	30-59 Days Past Due and Accruing		60-89 Days Past Due and Accruing		Greater Than 89 Days Past Due and Accruing		Total Past Due Accruing		Nonaccrual Loans		Total Past Due Accruing and Nonaccrual Loans		Current		Total Loans
December 31, 2019
Commercial/Agricultural real estate:
Commercial real estate	$	2,804	$	847	$	—	$	3,651	$	4,214	$	7,865	$	506,594	$	514,459
Agricultural real estate	509		—		—		509		7,568		8,077		77,286		85,363
Multi-family real estate	—		—		—		—		1,449		1,449		85,559		87,008
Construction and land development	436		—		—		436		42		478		85,932		86,410
Commercial/Agricultural non-real estate:
Commercial non-real estate	1,024		—		—		1,024		1,850		2,874		130,860		133,734
Agricultural non-real estate	73		49		—		122		1,702		1,824		35,956		37,780
Residential real estate:
One to four family	4,929		1,597		649		7,175		2,063		9,238		167,094		176,332
Purchased HELOC loans	293		378		407		1,078		—		1,078		7,329		8,407
Consumer non-real estate:
Originated indirect paper	168		52		20		240		137		377		39,208		39,585
Purchased indirect paper	—		—		—		—		—		—		—		—
Other Consumer	204		43		28		275		31		306		17,880		18,186
Total	$	10,440	$	2,966	$	1,104	$	14,510	$	19,056	$	33,566	$	1,153,698	$	1,187,264
December 31, 2018
Commercial/Agricultural real estate:
Commercial real estate	$	1,060	$	872	$	—	$	1,932	$	745	$	2,677	$	355,282	$	357,959
Agricultural real estate	1,360		—		—		1,360		2,019		3,379		82,636		86,015
Multi-family real estate	—		—		—		—		—		—		69,400		69,400
Construction and land development	526		175		—		701		63		764		21,927		22,691
Commercial/Agricultural non-real estate:
Commercial non-real estate	399		70		—		469		1,314		1,783		110,644		112,427
Agricultural non-real estate	428		40		—		468		762		1,230		35,097		36,327
Residential real estate:
One to four family	2,784		861		471		4,116		2,331		6,447		203,479		209,926
Purchased HELOC loans	820		572		51		1,443		—		1,443		11,440		12,883
Consumer non-real estate:
Originated indirect paper	272		167		45		484		106		590		55,995		56,585
Purchased indirect paper	340		200		157		697		—		697		14,309		15,006
Other Consumer	179		98		12		289		14		303		19,911		20,214
Total	$	8,168	$	3,055	$	736	$	11,959	$	7,354	$	19,313	$	980,120	$	999,433

At December 31, 2019, the Company has identified impaired loans of $63,196, consisting of $12,594 TDR loans, the carrying amount of purchased credit impaired loans of $31,978 and $18,624 of substandard non-TDR loans. The $63,196 total of impaired loans includes $5,370 of performing TDR loans. At December 31, 2018, the Company had identified impaired loans of $47,334, consisting of $8,722 TDR loans, the carrying amount of purchased credit impaired loans of $24,816 and $13,796 of substandard non-TDR loans. The $47,334 total of impaired loans includes $6,055 of performing TDR loans. Loans evaluated for impairment include all TDRs, all purchased credit impaired loans and all other loans with a risk rating of substandard or worse. Performing TDRs consist of loans that have been modified and are performing in accordance with the modified terms for a sufficient length of time, generally six months, or loans that were modified on a proactive basis.

A summary of loans evaluated for impairment as of December 31, 2019 and December 31, 2018 was as follows:



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2019
With No Related Allowance Recorded:
Commercial/agriculture real estate	$	40,514	$	40,514	$	—	$	24,693	$	699
Commercial/agricultural non-real estate	9,477		9,477		—		19,163		119
Residential real estate	8,695		8,695		—		4,461		128
Consumer non-real estate	379		379		—		3,640		6
Total	$	59,065	$	59,065	$	—	$	51,957	$	952
With An Allowance Recorded:
Commercial/agriculture real estate	$	2,143	$	2,143	$	495	$	1,738	$	4
Commercial/agricultural non-real estate	490		490		312		734		3
Residential real estate	1,431		1,431		136		789		15
Consumer non-real estate	67		67		13		47		—
Total	$	4,131	$	4,131	$	956	$	3,308	$	22
December 31, 2019 Totals
Commercial/agriculture real estate	$	42,657	$	42,657	$	495	$	26,431	$	703
Commercial/agricultural non-real estate	9,967		9,967		312		19,897		122
Residential real estate	10,126		10,126		136		5,250		143
Consumer non-real estate	446		446		13		3,687		6
Total	$	63,196	$	63,196	$	956	$	55,265	$	974

At December 31, 2019, the Company had seven residential real estate loans, secured by residential real estate properties, for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction, with a recorded investment of $271. At December 31, 2019. the Company had eight commercial real estate loans, secured by commercial and agricultural real estate properties, for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction, with a recorded investment of $3,941.



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2018
With No Related Allowance Recorded:
Commercial/agriculture real estate	$	28,850	$	28,850	$	—	$	19,673	$	304
Commercial/agricultural non-real estate	6,900		6,900		—		4,522		105
Residential real estate	8,873		8,873		—		7,915		88
Consumer non-real estate	226		226		—		226		4
Total	$	44,849	$	44,849	$	—	$	32,336	$	501
With An Allowance Recorded:
Commercial/agriculture real estate	$	979	$	979	$	25	$	820	$	—
Commercial/agricultural non-real estate	27		27		9		73		1
Residential real estate	1,332		1,332		156		1,280		17
Consumer non-real estate	147		147		37		154		1
Total	$	2,485	$	2,485	$	227	$	2,327	$	19
December 31, 2018 Totals
Commercial/agriculture real estate	$	29,829	$	29,829	$	25	$	20,493	$	304
Commercial/agricultural non-real estate	6,927		6,927		9		4,595		106
Residential real estate	10,205		10,205		156		9,195		105
Consumer non-real estate	373		373		37		380		5
Total	$	47,334	$	47,334	$	227	$	34,663	$	520

Troubled Debt Restructuring – A TDR includes a loan modification where a borrower is experiencing financial difficulty and the Bank grants a concession to that borrower that the Bank would not otherwise consider except for the borrower’s financial difficulties. Concessions include an extension of loan terms, renewals of existing balloon loans, reductions in interest rates and consolidating existing Bank loans at modified terms. A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, it remains there until a sufficient period of performance under the restructured terms has occurred at which time it is returned to accrual status. There were 2 accruing, delinquent TDR’s, greater than 60 days past due, with a recorded investment of $101 at December 31, 2019, compared to 0 accruing, delinquent TDRs, greater than 60 days past due at December 31, 2018.

Following is a summary of TDR loans by accrual status as of December 31, 2019 and December 31, 2018.



	December 31		December 31
	2019		2018
Troubled debt restructure loans:
Accrual status	$	5,396	$	6,055
Non-accrual status	7,198		2,667
Total	$	12,594	$	8,722

There were no TDR commitments meeting our TDR criteria as of December 31, 2019. There were unused lines of credit totaling $12 meeting our TDR criteria as of December 31, 2019. During the three months ended December 31, 2018, we committed to refinance two acquired loans totaling $139 at maturity. These loans were considered TDR’s upon refinancing, subsequent to December 31, 2018. There was $4 available on one unused line of credit loan meeting our TDR criteria as of December 31, 2018.

The following provides detail, including specific reserve and reasons for modification, related to loans identified as TDRs during the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018:



	Number of Contracts	Modified Rate		Modified Payment		Modified Under- writing		Other		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserve
Twelve months ended December 31, 2019
TDRs:
Commercial/Agricultural real estate	18	$	2,028	$	159	$	3,224	$	—	$	5,411	$	5,411	$	317,867
Commercial/Agricultural non-real estate	11	184		364		996		—		1,544		1,544		98,152
Residential real estate	14	823		—		212		—		1,035		1,035		42,035
Consumer non-real estate	1	2		—		—		—		2		2		—
Totals	44	$	3,037	$	523	$	4,432	$	—	$	7,992	$	7,992	$	458,054



	Number of Contracts	Modified Rate		Modified Payment		Modified Under- writing		Other		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserve
Three months ended December 31, 2018
TDRs:
Commercial/Agricultural real estate	2	$	—	$	581	$	—	$	21	$	602	$	602	$	—
Commercial/Agricultural non-real estate	1	24		—		—		—		24		24		—
Residential real estate	4	240		—		—		—		240		240		—
Consumer non-real estate	—	—		—		—		—		—		—		—
Totals	7	$	264	$	581	$	—	$	21	$	866	$	866	$	—



	Number of Contracts	Modified Rate		Modified Payment		Modified Under- writing		Other		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserve
Twelve months ended September 30, 2018
TDRs:
Commercial/Agricultural real estate	12	$	377	$	410	$	780	$	339	$	1,906	$	1,906	$	5
Commercial/Agricultural non-real estate	9	714		807		611		—		2,132		2,132		—
Residential real estate	14	851		—		12		195		1,058		1,058		36
Consumer non-real estate	1	4		—		—		—		4		4		—
Totals	36	$	1,946	$	1,217	$	1,403	$	534	$	5,100	$	5,100	$	41

A summary of loans by loan class modified in a troubled debt restructuring as of December 31, 2019 and December 31, 2018:



	December 31, 2019			December 31, 2018
	Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment
Troubled debt restructurings:
Commercial/Agricultural real estate	27	$	6,599	19	$	2,787
Commercial/Agricultural non-real estate	16	2,338		10	1,733
Residential real estate	43	3,589		41	4,103
Consumer non-real estate	7	68		13	99
Total loans	93	$	12,594	83	$	8,722

The following table provides information related to restructured loans that were considered in default as of December 31, 2019 and December 31 2018:



	December 31, 2019			December 31, 2018
	Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment
Troubled debt restructurings:
Commercial/Agricultural real estate	13	$	4,868	4	$	577
Commercial/Agricultural non-real estate	14	1,973		8	1,305
Residential real estate	3	357		7	785
Consumer non-real estate	—	—		—	—
Total troubled debt restructurings	30	$	7,198	19	$	2,667

Included above are thirteen TDR loans that became in default during the three months ended December 31, 2019.

All acquired loans were initially recorded at fair value at the acquisition date. The outstanding balance and the carrying amount of acquired loans included in the consolidated balance sheet are as follows:



	December 31, 2019
Accountable for under ASC 310-30 (PCI loans)
Outstanding balance	38,268
Carrying amount	31,978
Accountable for under ASC 310-20 (non-PCI loans)
Outstanding balance	386,476
Carrying amount	383,275
Total acquired loans
Outstanding balance	424,744
Carrying amount	415,253

The following table provides changes in accretable yield for all acquired loans from prior acquisitions with deteriorated credit quality:



	December 31, 2019			December 31, 2018			September 30, 2018
Balance at beginning of period	$	3,163		$	2,325		$	2,893
Acquisitions	814			1,020			—
Reclass from non-accretable difference	80			—			—
Accretion	(856		)	(182		)	(568		)
Balance at end of period	$	3,201		$	3,163		$	2,325

Non-accretable yield on purchased credit impaired loans was $6,290 and $4,123, at December 31, 2019 and December 31, 2018, respectively.

The following table reflects amounts for all acquired credit impaired and acquired performing loans acquired from F&M at acquisition.



	Acquired Credit Impaired Loans			Acquired Performing Loans			Total Acquired Loans
Contractually required cash flows at acquisition	$	18,355		$	111,919		$	130,274
Non-accretable difference (expected losses and foregone interest)	(2,728		)	—			(2,728		)
Cash flows expected to be collected at acquisition	15,627			111,919			127,546
Accretable yield	—			(814		)	(814		)
Fair value of acquired loans at acquisition	$	15,627		111,105			$	126,732

The following table reflects amounts for all acquired credit impaired and acquired performing loans acquired from United Bank at acquisition.



	Acquired Credit Impaired Loans			Acquired Performing Loans			Total Acquired Loans
Contractually required cash flows at acquisition	$	20,266		$	183,317		$	203,583
Non-accretable difference (expected losses and foregone interest)	(2,704		)	—			(2,704		)
Cash flows expected to be collected at acquisition	17,562			183,317			200,879
Accretable yield	—			(1,020		)	(1,020		)
Fair value of acquired loans at acquisition	$	17,562		182,297			$	199,859

NOTE 5 – MORTGAGE SERVICING RIGHTS

Mortgage servicing rights--Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of the one- to four-family residential real estate loans as of December 31, 2019 and December 31, 2018 were $524,715 and $518,476, respectively. These residential mortgage loans are serviced primarily for the Federal Home Loan Mortgage Corporation, Federal Home Loan Bank and the Federal National Mortgage Association.

Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in deposits were $2,868 and $3,182, at December 31, 2019 and December 31, 2018, respectively. Mortgage servicing rights activity for the year ended December 31, 2019 and the three months ended December 31, 2018 were as follows:



	As of and for the twelve months ended			As of and for the three months ended			As of and for the twelve months ended
	December 31, 2019			December 31, 2018			September 30, 2018
Mortgage servicing rights:
Mortgage servicing assets, net; beginning of period	$	4,486		$	1,840		$	1,886
MSR asset acquired	—			2,721			—
Increase in MSR assets resulting from transfers of financial assets	904			100			289
Amortization during the period	(849		)	(175		)	(335		)
	4,541			4,486			1,840
Valuation Allowances:
Balance at beginning of period	—			—			—
Additions	(259		)	—			—
Recoveries	—			—			—
Write-downs	—			—			—
Balance at end of period	(259		)	—			—
Mortgage servicing assets, net; end of period	$	4,282		$	4,486		$	1,840
Fair value of MSR asset; end of period	$	4,309		$	5,214		$	2,669
Residential mortgage loans serviced for others	$	524,715		$	518,476		$	281,289
Net book value of MSR asset to loans serviced for others	0.82		%	0.87		%	0.65		%

At December 31, 2019, the estimated future aggregate amortization expense for the MSRs is as follows. The estimated amortization expense is based on existing mortgage servicing asset balances. The timing of amortization expense actually recognized in future periods may differ significantly based on actual prepayment speeds, mortgage interest rates and other factors.



	Amortization Expense
2020	$	987
2021	841
2022	696
2023	557
2024	418
After 2024	783
Total	$	4,282

NOTE 6 - OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment for each of the periods shown below consisted of the following:



	December 31, 2019			December 31, 2018			September 30, 2018
Land	$	4,361		$	2,335		$	1,369
Buildings	15,781			11,026			8,838
Furniture, equipment and vehicles	6,701			5,926			5,334
Subtotals	26,843			19,287			15,541
Less--Accumulated depreciation	(5,737		)	(5,774		)	(5,507		)
Office properties and equipment, net	$	21,106		$	13,513		$	10,034

Depreciation expense was $1,564 for the year ended December 31, 2019, $313 for the three months ended December 31, 2018 and $1,054 for the year ended September 30, 2018.

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill--Goodwill was $31,498, $31,474 and $10,444 as of December 31, 2019, December 31, 2018 and September 30, 2018, respectively. The following table provides changes in goodwill during the periods ended December 31, 2019, December 31, 2018 and September 30, 2018:



	Year ended		Three months ended		Year ended
	December 31, 2019		December 31, 2018		September 30, 2018
Balance at beginning of period	$	31,474	$	10,444	$	10,444
F&M acquisition (see Note 2)	24		—		—
United Bank acquisition (see Note 2)	—		21,030		—
Balance at end of period	$	31,498	$	31,474	$	10,444

Intangible assets--Intangible assets consist of core deposit intangibles arising from various bank acquisitions and the premium on the Wells Insurance Agency customer relationships. A summary of intangible assets and related amortization for the periods shown below follows:



	Year ended			Three months ended			Year ended
	December 31, 2019			December 31, 2018			September 30, 2018
Gross carrying amount	$	12,798		$	11,216		$	8,195
Accumulated amortization	(5,211		)	(3,715		)	(3,390		)
Net book value	$	7,587		$	7,501		$	4,805
Additions during the period (1)	$	1,582		$	3,021		$	—
Amortization during the period	$	1,496		$	325		$	644

(1) Intangible asset additions at December 31, 2019 and 2018, included the F&M and United Bank core deposit intangible assets in the amount of $1,582 and $3,021, respectively.

At December 31, 2019, the estimated future aggregate amortization expense for the intangible assets are as follows:



	Intangible Assets
2020	$	1,648
2021	1,648
2022	1,501
2023	806
2024	767
After 2024	1,217
Total	$	7,587

NOTE 8—LEASES

We have operating leases for our corporate offices (1), bank branch offices (6), other production offices (1) and certain office equipment. In May 2019, the bank acquired the previously leased Mankato, MN branch office and in August 2019, the bank acquired the previously leased Rice Lake, WI and Lake Hallie, WI branch offices, which are now included in office properties and equipment on the consolidated balance sheet. Our leases have remaining lease terms of 1 to 6.63 years, some of which include options to extend the leases for up to 5 years. As of December 31, 2019, we have no additional lease commitments that have not yet commenced.



	As of and for the twelve months ended December 31, 2019
Supplemental cash flow information related to leases was as follows:

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	824
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—

Supplemental balance sheet information related to leases was as follows:
Operating lease right-of-use assets	$	2,787
Operating lease liabilities	$	2,845

Weighted average remaining lease term in years; operating leases	6.63
Weighted average discount rate; operating leases	3.07		%

Future payments due under operating leases as of December 31, 2019 are as follows:



Fiscal years ending December 31,
2020	$	611
2021	473
2022	437
2023	391
2024	338
Thereafter	1,168
Total lease payments	3,418
Less: effects of discounting	(573		)
Lease liability recognized	$	2,845

NOTE 9—DEPOSITS

The following is a summary of deposits by type at December 31, 2019 and December 31, 2018, respectively:



	December 31, 2019		December 31, 2018
Non-interest bearing demand deposits	$	168,157	$	155,405
Interest bearing demand deposits	223,102		169,310
Savings accounts	156,599		192,310
Money market accounts	246,430		126,021
Certificate accounts	401,414		364,466
Total deposits	$	1,195,702	$	1,007,512
Brokered deposits included above:	$	50,377	$	55,330

At December 31, 2019, the scheduled maturities of time deposits were as follows:



2020	$	237,501
2021	90,891
2022	68,527
2023	1,913
2024	2,582
After 2024	—
Total	$	401,414

Deposits from the Company’s directors, executive officers, principal stockholders and their affiliates held by the Bank at December 31, 2019 and December 31, 2018 amounted to $38,802, and $3,434, respectively.

NOTE 10 – FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

A summary of Federal Home Loan Bank (FHLB) advances and other borrowings at December 31, 2019 and December 31, 2018 is as follows:



		December 31,
		2019							2018
	Stated Maturity	Amount			Range of Stated Rates				Amount			Range of Stated Rates
Federal Home Loan Bank advances (1), (2), (3), (4), (5)	2019	$	—		—	%	—	%	$	99,000		2.49	%	2.61	%
	2020	69,000			1.67	%	2.05	%	—			—	%	—	%
	2021	4,000			1.85	%	2.16	%	—			—	%	—	%
	2022	15,000			2.34	%	2.45	%	11,000			2.45	%	2.45	%
	2023	—			—	%	—	%	—			—	%	—	%
	2024	530			—	%	—	%	—			—	%	—	%
	2029	42,500			1.00	%	1.13	%	—			—	%	—	%
Subtotal		$	131,030						$	110,000
Unamortized discount on acquired notes		$	(59	)					$	(187	)
Federal Home Loan Bank advances, net		$	130,971						$	109,813

Senior Notes (6)	2031	$	28,856		4.00	%	4.75	%	$	10,000		4.50	%	4.75	%

Subordinated Notes (7)	2027	$	15,000		6.75	%	6.75	%	$	15,000		6.75	%	6.75	%
Unamortized debt issuance costs		$	(296	)					$	(353	)
Total other borrowings		$	14,704						$	14,647

Totals		$	174,531						$	134,460

(2) Maximum month-end borrowed amounts outstanding under this borrowing agreement were $151,530 and $109,813, during the twelve months ended December 31, 2019 and the three month transition period ended December 31, 2018, respectively.

(3) The weighted-average interest rates on FHLB short term borrowings outstanding as of December 31, 2019 and December 31, 2018 were 1.74% and 2.58%, respectively.

(4) The bank acquired ten FHLB notes totaling $14,030, as a result of the F&M acquisition, that mature on various dates through 2024 with a weighted average rate of 1.97% and weighted average maturity of 18 months. The Bank acquired one $11,000 FHLB note as a result of the United Bank acquisition, with a 2.45% rate and February 1, 2022 maturity date.

(5) FHLB term notes totaling $42,500, with various maturity dates in 2029, can be called or replaced by the FHLB on a quarterly basis, beginning approximately three months after the initial advance. In November 2019, a $5,000 note was called and replaced with a new 10-year maturity note, which is also callable quarterly.

(6) Senior notes, entered into by the Company in June 2019 consist of the following:

(b) A $5,000 line of credit, maturing in August 2020, that remains undrawn upon.

(7) Subordinated notes resulted from the Company’s private sale in August 2017, and bear a fixed interest rate of 6.75% for five years. In August 2022, they convert to a three-month LIBOR plus 4.90% rate, and the interest rate will reset quarterly thereafter. Interest-only payments are due quarterly.

Federal Home Loan Bank Letters of Credit

The Bank has an irrevocable Standby Letter of Credit Master Reimbursement Agreement with the Federal Home Loan Bank. This irrevocable standby letter of credit (“LOC”) is supported by loan collateral as an alternative to directly pledging investment securities on behalf of a municipal customer as collateral for their interest bearing deposit balances. These balances were $147,991 and $87,359 at December 31, 2019 and 2018, respectively.

NOTE 11—CAPITAL MATTERS

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Although these terms are not used to represent overall financial condition, if adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2019, the Bank and Company were categorized as “Well Capitalized”, under Prompt Corrective Action Provisions.

The Bank’s Tier 1 (leverage) and risk-based capital ratios at December 31, 2019 and 2018, respectively, are presented below:

100



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2019
Total capital (to risk weighted assets)	$	160,302,000	13.1	%	$	98,174,000	> =	8.0	%	$	122,718,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	149,982,000		12.2	%	73,631,000		> =	6.0	%	98,174,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	149,982,000		12.2	%	55,223,000		> =	4.5	%	79,767,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	149,982,000		10.4	%	57,834,000		> =	4.0	%	72,293,000		> =	5.0	%
As of December 31, 2018
Total capital (to risk weighted assets)	$	126,440,000	12.7	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	118,836,000		9.7	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%

The Company’s Tier 1 (leverage) and risk-based capital ratios at December 31, 2019 and 2018, respectively, are presented below:



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2019
Total capital (to risk weighted assets)	$	137,259,000	11.2	%	$	98,174,000	> =	8.0	%	$	122,718,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	111,939,000		9.1	%	73,631,000		> =	6.0	%	98,174,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	111,939,000		9.1	%	55,223,000		> =	4.5	%	79,767,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	111,939,000		7.7	%	57,834,000		> =	4.0	%	72,293,000		> =	5.0	%
As of December 31, 2018
Total capital (to risk weighted assets)	$	123,657,000	12.4	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	101,053,000		8.3	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%

101

and has discouraged payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.

The Company’s ability to pay dividends is also subject to the terms of the Business Note Agreement dated August 1, 2018, which prohibits the Company from making dividend payments while an event of default has occurred and is continuing under the loan agreement or from allowing payment of a dividend which would create an event of default.

The following table reflects the annual cash dividend paid in the three months ended December 31, 2019 and years ended September 30, 2018 and 2018 respectively.

December 31, 2019

December 31, 2018

September 30, 2018

Cash dividends per share

0.20

—

0.20

Stockholder record date

02/08/2019

02/09/2018

Dividend payment date

03/08/2019

03/08/2018

NOTE 12—COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance-Sheet Risk—The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include off-balance-sheet credit instruments consisting of commitments to make loans. The face amounts for these items represent the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Set forth below are the balances of the Company’s off-balance-sheet credit instruments consisting of commitments to make loans as of December 31, 2019 and December 31, 2018, respectively.



	Contract or Notional Amount at December 31,		Contract or Notional Amount at December 31,
	2019		2018
Commitments to extend credit	$	243,642	$	204,683
Commercial standby letter of credit	$	3,011	$	3,118

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The credit and collateral policy for commitments and letters of credit is comparable to that for granting loans. The Company has recorded no liability associated with standby letters of credit as of December 31, 2019 and 2018.

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.

NOTE 13—RETIREMENT PLANS

401(k) Plan—The Company sponsors a 401(k) profit sharing plan that covers all employees who qualify based on minimum age and length of service requirements. Employees may make pretax voluntary contributions to the plan, which are matched, in part, by the Company. Employer matching contributions to the plan were $524, $126 and $383 for the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018, respectively.

NOTE 14 - STOCK-BASED COMPENSATION

In February 2005, the Company’s stockholders approved the Company’s 2004 Recognition and Retention Plan and 2004 Stock Option and Incentive Plan. These plans were terminated on January 18, 2018.

In February 2008, the Company’s stockholders approved the Company’s 2008 Equity Incentive Plan for a term of 10 years. As of December 31, 2019, 89,183 restricted shares and 181,000 options had been granted to eligible participants. Due to the plan’s expiration, no new awards can be granted under this plan. Restricted shares granted under the 2008 Equity Incentive Plan were awarded at no cost to the employee and vest pro rata over a two to five-year period from the grant date. Options

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granted to date under this plan vest pro rata over a five-year period from the grant date. Unexercised, nonqualified stock options expire within 15 years of the grant date and unexercised incentive stock options expire within 10 years of the grant date.

On March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. approved the 2018 Equity Incentive Plan. The aggregate number of shares of common stock reserved and available for issuance under the 2018 Equity Incentive Plan is 350,000 shares. As of December 31, 2019, 54,068 restricted shares had been granted under this plan. As of December 31, 2019, no stock options had been granted under this plan.

Net compensation expense related to restricted stock awards from these plans was $470, $127 and $271 for the year ended December 31, 2019, the transition period ended December 31, 2018 and the year ended September 30, 2018, respectively.

Restricted Common Stock Awards

	Year ended				Transition period ended				Year ended
	December 31, 2019				December 31, 2018				September 30, 2018
	Number of Shares		Weighted Average Grant Price		Number of Shares		Weighted Average Grant Price		Number of Shares		Weighted Average Grant Price
Restricted Shares
Unvested and outstanding at beginning of year	75,407		$	13.24	52,172		$	13.29	42,378		$	12.07
Granted	12,847		11.50		27,514		13.15		33,230		13.77
Vested	(32,630	)	12.89		(4,279	)	13.30		(11,589	)	13.12
Forfeited	(12,167	)	13.28		—		—		(11,847	)	10.45
Unvested and outstanding at end of year	43,457		$	12.76	75,407		$	13.24	52,172		$	13.29

The Company accounts for stock-based employee compensation related to the Company’s 2008 Equity Incentive Plan using the fair-value-based method. Accordingly, management records compensation expense based on the value of the award as measured on the grant date and then the Company recognizes that cost over the vesting period for the award. The net compensation cost recognized for stock-based employee compensation from both plans for the year ended December 31, 2019, the transition period ended December 31, 2018 and the year ended September 30, 2018 was $18, $5 and $12, respectively.

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Common Stock Option Awards

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Year ended December 31, 2019
Outstanding at beginning of year	108,930		$	10.15
Exercised	(28,430	)	7.12
Forfeited or expired	(2,400	)	12.38
Outstanding at end of year	78,100		$	11.18	6.55
Exercisable at end of year	44,700		$	10.73	6.3	$	67
Fully vested and expected to vest	78,100		$	11.18	6.55	$	81
Transition period ended December 31, 2018
Outstanding at beginning of year	121,670		$	9.82
Exercised	(12,740	)	7.04
Outstanding at end of year	108,930		$	10.15	5.82
Exercisable at end of year	56,230		$	8.83	4.01	$	116
Fully vested and expected to vest	108,930		$	10.15	5.82	$	82
Year ended September 30, 2018
Outstanding at beginning of year	146,606		$	9.45
Granted	8,000		13.60
Exercised	(6,042	)	8.11
Forfeited or expired	(26,894	)	9.31
Outstanding at end of year	121,670		$	9.82	5.48
Exercisable at end of year	67,370		$	8.38	3.42	$	379
Fully vested and expected to vest	121,670		$	9.82	5.48	$	508

Information related to the 2004 Stock Option and Incentive Plan and 2008 Equity Incentive Plan during each period follows:



	Year ended December 31,		Transition period ended December 31,		Year ended September 30,
	2019		2018		2018
Intrinsic value of options exercised	$	130	$	81	$	33
Cash received from options exercised	$	203	$	90	$	50
Tax benefit realized from options exercised	$	—	$	—	$	—

Set forth below is a table showing relevant assumptions used in calculating stock option expense related to the 2008 Equity Incentive Plan:



	Year ended December 31,	Transition period ended December 31,	Year ended September 30,
	2019	2018	2018
Dividend yield	NA	NA	1.18	%
Risk-free interest rate	NA	NA	2.4	%
Weighted average expected life (years)	NA	NA	10
Expected volatility	NA	NA	2.3	%

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NOTE 15 – INCOME TAXES

Income tax expense (benefit) for each of the periods shown below consisted of the following:



	Year ended December 31,			Transition period ended December 31,			Year ended September 30,
	2019			2018			2018
Current tax provision
Federal	$	2,535		$	574		$	1,989
State	1,081			194			530
	3,616			768			2,519
Deferred tax provision (benefit)
Federal	(305		)	(153		)	(410		)
Bank owned life insurance - Tax Act clarification	(300		)	—			—
Federal deferred tax adjustment - Tax Act	—			—			338
State	(197		)	(54		)	(121		)
	(802		)	(207		)	(193		)
Total	$	2,814		$	561		$	2,326

The provision for income taxes differs from the amount of income tax determined by applying statutory federal income tax rates to pretax income as result of the following differences:



	Year ended December 31,					Transition period ended December 31,					Year ended September 30,
	2019					2018					2018
	Amount			Rate		Amount			Rate		Amount			Rate
Tax expense at statutory rate	$	2,577		21.0	%	$	383		21.0	%	$	1,619		24.5	%
State income taxes, net of federal	813			6.6	%	140			7.7	%	409			6.2	%
Bank owned life insurance - Tax Act clarification	(300		)	(2.4	)%	—			—	%	—			—	%
Bank owned life insurance	(116		)	(0.9	)%	—			—	%	—			—	%
Deferred tax adjustment - related to the Tax Act	—			—	%	—			0.0	%	338			5.1	%
Tax exempt interest	(153		)	(1.3	)%	(44		)	(2.4	)%	(198		)	(3.0	)%
Other	(7		)	(0.1	)%	82			4.5	%	158			2.4	%
Total	$	2,814		22.9	%	$	561		30.8	%	$	2,326		35.2	%

On October 25, 2019, the Department of the Treasury released regulations which clarified the tax status of acquired life insurance policies, resulting in policies acquired from United Bank and F&M retaining their tax-free status. As a result, the Company reduced its related deferred tax liabilities by $342 thousand (F&M), and $300 thousand (United Bank) and F&M’s initial goodwill was reduced by $342 thousand on the December 31, 2019 consolidated balance sheet. $300 thousand was recorded as a discrete tax credit reduction on the Company’s statement of operations for the three and twelve-months ended December 31, 2019.

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The Tax Cuts and Jobs Act of 2017 (“Tax Act”), enacted on December 22, 2017, reduces corporate Federal income tax rates for the Company from 34% to 24.5% for fiscal 2018, and 21% for periods after September 30, 2018. GAAP requires the impact of the provisions of the Tax Act be accounted for in the period of enactment. At December 31, 2017, we had not completed our accounting for the tax effects of enactment of the Tax Act; however, in certain cases, as described below, we made a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. The Company revalued its net deferred tax assets to account for the future impact of lower corporate taxes. For the items for which we were able to determine a reasonable estimate, we recorded an increased provisional amount of income tax expense of $275 in December 2017, related to the revaluation of the deferred tax assets to both the revaluation of timing differences and the unrealized loss on securities. In the fourth quarter of fiscal 2018, based on updated information obtained in connection with the filing of our tax return and analysis of our net deferred tax asset both from the return and 2018 tax provisions, we finalized the tax analysis and recorded an additional $63 of expense, or a net increase in our tax provision for the fiscal year ended September 30, 2018 of $338 related to the Tax Act.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019, December 31, 2018 and September 30, 2018, respectively:



	Year ended December 31,			Transition period ended December 31,			Year ended September 30,
	2019			2018			2018
Deferred tax assets:
Allowance for loan losses	$	2,694		$	2,091		$	1,822
Deferred loan costs/fees	209			83			47
Director/officer compensation plans	83			143			126
Net unrealized loss on securities available for sale	179			698			1,027
Economic performance accruals	504			273			273
Other real estate	31			53			58
Deferred revenue	87			110			111
Loan Discounts	2,391			1,750			846
FHLB Advances	107			104			—
Lease Liability	768			—			—
Other	58			17			10
Deferred tax assets	$	7,111		$	5,322		$	4,320
Deferred tax liabilities:
Office properties and equipment	(1,574		)	(971		)	(742		)
Federal Home Loan Bank stock	(129		)	(94		)	(88		)
Core Deposit Intangible	(1,937		)	(1,771		)	(987		)
Bank Owned Life Insurance	—			(282		)	—
Net gain on equity securities	(456		)	—			—
Prepaid expenses	(137		)	(159		)	(155		)
Mortgage servicing rights	(1,177		)	(1,234		)	(496		)
Leases; right of use asset	(753		)	—			—
Other acquired intangibles	(111		)	(96		)	(152		)
Deferred tax liabilities	$	(6,274	)	$	(4,607	)	$	(2,620	)
Net deferred tax assets	$	837		$	715		$	1,700

The Company regularly reviews the carrying amount of its deferred tax assets to determine if the establishment of a valuation allowance is necessary, as further discussed in Note 1 “Nature of Business and Summary of Significant Accounting

106

Policies,” above. At December 31, 2019, December 31, 2018 and September 30, 2018, respectively, management determined that no valuation allowance was necessary.

The Company’s income tax returns are subject to review and examination by federal, state and local government authorities. As of December 31, 2019, years open to examination by the U.S. Internal Revenue Service include taxable years ended September 30, 2016 to present. The years open to examination by state and local government authorities varies by jurisdiction.

The tax effects from uncertain tax positions can be recognized in the consolidated financial statements, provided the position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. The Company applied the foregoing accounting standard to all of its tax positions for which the statute of limitations remained open as of the date of the accompanying consolidated financial statements.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of other non-interest expense. The Company recognized no material expense on income tax related interest or penalties during any of the periods presented.

NOTE 16 – FAIR VALUE ACCOUNTING

ASC Topic 820-10, “Fair Value Measurements and Disclosures” 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 topic describes three levels of inputs that may be used to measure fair value:

Level 1- Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2- Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3- Significant unobservable inputs that reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input within the valuation hierarchy that is significant to the fair value measurement.

The fair value of securities available for sale is determined by obtaining market price quotes from independent third parties wherever such quotes are available (Level 1 inputs); or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). Where such quotes are not available, we utilize independent third party valuation analysis to support our own estimates and judgments in determining fair value (Level 3 inputs).

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Assets Measured on a Recurring Basis

The following tables present the financial instruments measured at fair value on a recurring basis as of December 31, 2019 and December 31, 2018.



	Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2019
Investment securities:
U.S. government agency obligations	$	51,805	$	—	$	51,805	$	—
Obligations of states and political subdivisions	281		—		281		—
Mortgage-backed securities	71,331		—		71,331		—
Corporate debt securities	18,725		—		18,725		—
Corporate asset based securities	26,854		—		26,854		—
Trust preferred securities	11,123		—		11,123		—
Total	$	180,119	$	—	$	180,119	$	—
December 31, 2018
Investment securities:
U.S. government agency obligations	$	45,298	$	—	$	45,298	$	—
Obligations of states and political subdivisions	34,728		—		34,728		—
Mortgage-backed securities	41,350		—		41,350		—
Agency Securities	148		—		148		—
Corporate debt securities	6,305		—		6,305		—
Corporate asset based securities	18,896		—		18,896		—
Total	$	146,725	$	—	$	146,725	$	—

For the year ended December 31, 2019 and the transition period ended December 31, 2018, the Company did not own any securities for which the Company utilized significant unobservable inputs (Level 3 inputs) to determine fair value.

There were no transfers in or out of Level 1, Level 2 or Level 3 fair value measurements during the year ended December 31, 2019 or the transition period ended December 31, 2018. There were no losses included in earnings attributable to the change in unrealized gains or losses relating to the available-for-sale securities above with fair value measurements utilizing significant unobservable inputs for the year ended December 31, 2019, the transition period ended December 31, 2018 or the year ended September 30, 2018, respectively.

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Assets Measured on a Nonrecurring Basis

The following tables present the financial instruments measured at fair value on a nonrecurring basis as of December 31, 2019 and December 31, 2018:



	Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2019
Foreclosed and repossessed assets, net	$	1,460	$	—	$	—	$	1,460
Impaired loans with allocated allowances	4,131		—		—		4,131
Mortgage servicing rights	4,309		—		—		4,309
Total	$	9,900	$	—	$	—	$	9,900
December 31, 2018
Foreclosed and repossessed assets, net	$	2,570	$	—	$	—	$	2,570
Impaired loans with allocated allowances	2,485		—		—		2,485
Mortgage servicing rights	5,214		—		—		5,214
Total	$	10,269	$	—	$	—	$	10,269

The fair value of impaired loans referenced above was determined by obtaining independent third party appraisals and/or internally developed collateral valuations to support the Company’s estimates and judgments in determining the fair value of the underlying collateral supporting impaired loans.

The fair value of foreclosed and repossessed assets referenced above was determined by obtaining market price valuations from independent third parties wherever such quotes were available for other collateral owned. The Company utilized independent third party appraisals to support the Company’s estimates and judgments in determining fair value for other real estate owned.

The fair value of mortgage servicing rights referenced above was determined based on a third party discounted cash flow analysis utilizing both observable and unobservable inputs.

The following table represents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine their fair value at December 31, 2019 and December 31, 2018.



	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs (2)	Range
December 31, 2019
Foreclosed and repossessed assets, net	$	1,460	Appraisal value	Estimated costs to sell	10 - 15%
Impaired loans with allocated allowances	$	4,131	Appraisal value / Internal collateral valuations	Estimated costs to sell	10 - 15%
Mortgage servicing rights	$	4,309	Discounted cash flows	Prepayment Speeds & Discounted rates	9.5% - 12.5%
December 31, 2018
Foreclosed and repossessed assets, net	$	2,570	Appraisal value	Estimated costs to sell	10 - 15%
Impaired loans with allocated allowances	$	2,485	Appraisal value / Internal collateral valuations	Estimated costs to sell	10 - 15%
Mortgage servicing rights	$	5,214	Discounted cash flows	Prepayment Speeds & Discounted rates	9.5% - 12.5%

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(1) Fair value is generally determined through independent third-party appraisals of the underlying

collateral, which generally includes various level 3 inputs which are not observable.

(2) The fair value basis of impaired loans and real estate owned may be adjusted to reflect management

estimates of disposal costs including, but not limited to, real estate brokerage commissions, legal fees,

and delinquent property taxes.

Fair Values of Financial Instruments

ASC 825-10 and ASC 270-10, Interim Disclosures about Fair Value Financial Instruments, require disclosures about fair value financial instruments and significant assumptions used to estimate fair value. The estimated fair values of financial instruments not previously disclosed are determined as follows:

Cash and Cash Equivalents (carried at cost)

Due to their short-term nature, the carrying amounts of cash and cash equivalents are considered to be a reasonable estimate of fair value and represents a level 1 measurement.

Other Interest Bearing Deposits

Fair value of interest bearing deposits is estimated using a discounted cash flow analysis based on current interest rates being offered by instruments with similar terms and represents a level 2 measurement.

Equity securities with readily determinable fair value

Equity securities with readily determinable fair value are comprised of Federal Agricultural Mortgage Corporation (“Farmer Mac”) equity securities and represents a level 1 measurement.

Other investments

Other investments are non-marketable equity securities comprised of Federal Home Loan Bank stock and Federal Reserve Bank stock carried at cost, which are their redeemable fair value since the market for each category of this stock is restricted. Also included in non-marketable equity securities is stock in a private company that does not have a quoted market price. This stock is carried at cost plus or minus changes resulting from observable price changes in orderly transactions for this stock, less other-than-temporary impairment charges, if any. Other investments represents a level 2 measurement.

Loans Receivable, net

Fair value is estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as real estate, C&I and consumer. The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity date using market discount rates reflecting the credit and interest rate risk inherent in the loan, including estimates of prepayments and reasonable prepayment rates. The estimate of maturity is based on the Bank’s repayment schedules for each loan classification. The fair value of variable rate loans approximates carrying value. The net carrying value of the loans acquired through the CBN, WFC, United Bank and F&M acquisitions approximates the fair value of the loans at December 31, 2019. The fair value of loans is considered to be a level 3 measurement.

Loans Held for Sale

Fair values are based on quoted market prices of similar loans sold on the secondary market.

Mortgage Servicing Rights

Fair values are estimated using discounted cash flows based on current market rates and other factors.

Impaired Loans (carried at fair value)

Impaired loans are loans in which the Company has measured impairment, generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Foreclosed Assets (carried at fair value)

Foreclosed assets are the only non-financial assets valued on a non-recurring basis which are held by the Company at fair value, less cost to sell. At foreclosure or repossession, if the fair value, less estimated costs to sell, of the collateral acquired (real estate, vehicles, equipment) is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the ALL. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets held-for-sale is estimated using Level 3 inputs based on observable market data.

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Accrued Interest Receivable and Payable

Due to their short-term nature, the carrying amounts of accrued interest receivable and payable are considered to be a reasonable estimate of fair value and represents a level 1 measurement.

Deposits

The fair value of deposits with no stated maturity, such as demand deposits, savings accounts, and money market accounts, is the amount payable on demand at the reporting date. The fair value of fixed rate certificate accounts is calculated by using discounted cash flows applying interest rates currently being offered on similar certificates and represents a level 3 measurement.

Federal Home Loan Bank (“FHLB”) Advances

The fair value of long-term borrowed funds is estimated using discounted cash flows based on the Bank’s current incremental borrowing rates for similar borrowing arrangements. The carrying value of short-term borrowed funds approximates their fair value and represents a level 2 measurement.

Off-Balance-Sheet Instruments

The fair value of off-balance sheet commitments, if material, would be estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the current interest rates, and the present creditworthiness of the customers. Since this amount is immaterial to the Company’s consolidated financial statements, no amount for fair value is presented.

111

The table below represents what we would receive to sell an asset or what we would have to pay to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount and estimated fair value of the Company’s financial instruments as of the dates indicated below were as follows:



		December 31, 2019				December 31, 2018
	Valuation Method Used	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(Level I)	$	55,840	$	55,840	$	45,778	$	45,778
Other interest-bearing deposits	(Level II)	4,744		4,792		7,460		6,704
Securities available for sale "AFS"	(Level II)	180,119		180,119		146,725		146,725
Securities held to maturity "HTM"	(Level II)	2,851		2,957		4,850		4,872
Equity securities with readily determinable fair value	(Level I)	246		246		—		—
Other investments	(Level II)	15,005		15,005		11,261		11,261
Loans receivable, net	(Level III)	1,167,060		1,161,660		984,952		988,072
Loans held for sale	(Level II)	5,893		5,893		1,927		1,927
Mortgage servicing rights	(Level III)	4,282		4,309		4,486		5,214
Accrued interest receivable	(Level I)	4,738		4,738		4,307		4,307
Financial liabilities:
Deposits	(Level III)	$	1,195,702	$	1,192,777	$	1,007,512	$	1,005,488
FHLB advances	(Level II)	130,971		131,593		109,813		109,665
Other borrowings	(Level I)	43,560		43,560		24,647		24,647
Other liabilities	(Level I)	10,010		10,010		7,359		7,359
Accrued interest payable	(Level I)	453		453		406		406

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NOTE 17—EARNINGS PER SHARE

Earnings per share is based on the weighted average number of shares outstanding for the year. A reconciliation of the basic and diluted earnings per share is as follows:



	Year ended		Three months ended		Year ended
	December 31, 2019		December 31, 2018		September 30, 2018
Basic
Net income attributable to common shareholders	$	9,463	$	1,261	$	4,283
Weighted average common shares outstanding (1)	11,114,328		10,942,920		5,943,891
Basic earnings per share	$	0.85	$	0.12	$	0.72
Diluted
Net income attributable to common shareholders	$	9,463	$	1,261	$	4,283
Weighted average common shares outstanding (1)	11,114,328		10,942,920		5,943,891
Add: Dilutive preferred shares impact prior to common stock conversion (2)	—		—		1,356,164
Add: Dilutive stock options outstanding	6,961		24,466		35,192
Average shares and dilutive potential common shares (1)(2)	11,121,289		10,967,386		7,335,247
Diluted earnings per share	$	0.85	$	0.12	$	0.58
Additional common stock option shares that have not been included due to their antidilutive effect	26,200		28,000		—

(1) On September 28, 2018, 500,000 shares of Series A Preferred Stock was mandatorily converted into 10 Shares of Common Stock following receipt of stockholder approval, resulting in the issuance of 5,000,000 shares of common stock, which impacts basic and diluted earnings per share.

(2) On June 20, 2018, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold an aggregate of 500,000 shares of Series A Preferred Stock in a private placement at $130.00 per share, for aggregate gross proceeds of $65 million, which had an impact on diluted earnings per share.

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NOTE 18 – OTHER COMPREHENSIVE INCOME (LOSS)

The following table shows the tax effects allocated to each component of other comprehensive income (loss):



	For the year ended, December 31,							For the three months ended, December 31,							For the year ended, September 30,
	2019							2018							2018
	Before-Tax Amount		Tax Expense			Net-of-Tax Amount		Before-Tax Amount		Tax Expense			Net-of-Tax Amount		Before-Tax Amount			Tax Expense		Net-of-Tax Amount
Unrealized gains (losses) on securities:
Net unrealized gains (losses) arising during the period	$	1,681	(462		)	$	1,219	$	1,193	$	(328	)	$	865	$	(3,134	)	$	844	$	(2,290	)
Less: reclassification adjustment for gains (losses) included in net income	271		(75		)	196		—		—			—		(17		)	5		(12		)
Other comprehensive income (loss)	$	1,952	$	(537	)	$	1,415	$	1,193	$	(328	)	$	865	$	(3,151	)	$	849	$	(2,302	)

The following table shows the changes in the accumulated balances of other comprehensive income (loss):



	Unrealized Losses on Securities			Accumulated Other Comprehensive Loss
Balance, October 1, 2017	$	(267	)	$	(267	)
Current year-to-date other comprehensive loss, net of tax	(2,302		)	(2,302		)
Reclassification of certain deferred tax effects due to adoption of ASU 2018-01 (1)	—			(137		)
Ending Balance, September 30, 2018	$	(2,569	)	$	(2,706	)
Current year-to-date other comprehensive income, net of tax	865			865
Ending balance, December 31, 2018	$	(1,704	)	$	(1,841	)
Current year-to-date other comprehensive income, net of tax	1,415			1,415
Adoption of ASU 2016-01; Equity securities (2)	(45		)	(45		)
Ending balance, December 31, 2019	$	(334	)	$	(471	)

(1) Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. For further information, refer to Note 15, “Income Taxes”.

Reclassifications out of accumulated other comprehensive income for the twelve months ended December 31, 2019 were as follows:



Details about Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			(1)	Affected Line Item on the Statement of Operations
Unrealized gains and losses
Sale of securities	$	271			Net gain on sale of available for sale securities
Tax effect	(75		)		Provision for income taxes
Total reclassifications for the period	$	196			Net gain attributable to common shareholders

(1) Amounts in parentheses indicate decreases to profit/loss.

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Reclassifications out of accumulated other comprehensive income for the three months ended December 31 2018 were as follows:



Details about Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)		(1)	Affected Line Item on the Statement of Operations
Unrealized gains and losses
Sale of securities	$	—		Net gain on sale of available for sale securities
Tax effect	—			Provision for income taxes
Total reclassifications for the period	$	—		Net gain attributable to common shareholders

(1) Amounts in parentheses indicate decreases to profit/loss.

Reclassifications out of accumulated other comprehensive income for the twelve months ended September 30, 2018 were as follows:



Details about Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			(1)	Affected Line Item on the Statement of Operations
Unrealized gains and losses
Sale of securities	$	(17	)		Net loss on sale of available for sale securities
Tax effect	5				Provision for income taxes
Total reclassifications for the period	$	(12	)		Net loss attributable to common shareholders

(1) Amounts in parentheses indicate decreases to profit/loss.

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NOTE 19—CONDENSED FINANCIAL INFORMATION – PARENT COMPANY ONLY

The following condensed balance sheets as of December 31, 2019 and 2018, and condensed statements of operations and cash flows for the year ended December 31, 2019, for the transition period ended December 31, 2018 and the year ended September 30, 2018, for Citizens Community Bancorp, Inc. should be read in conjunction with the accompanying consolidated financial statements and the notes thereto.

Condensed Balance Sheets



	December 31,		December 31,
	2019		2,018
Assets
Cash and cash equivalents	$	5,253	$	6,975
Investments	—		—
Other assets	332		336
Investment in subsidiary	188,594		155,970
Total assets	$	194,179	$	163,281
Liabilities and Stockholders' Equity
Other borrowings	$	43,560	$	24,647
Other liabilities	66		447
Total liabilities	43,626		25,094
Total stockholders’ equity	150,553		138,187
Total liabilities and stockholders’ equity	$	194,179	$	163,281

Statements of Operations



	Year ended December 31,			Transition period ended December 31,			Year ended September 30,
	2019			2018			2018
Interest income	$	—		$	—		$	3
Interest expense	2,015			394			1,740
Net interest expense	(2,015		)	(394		)	(1,737		)
Dividend income from bank subsidiary	7,350			—			—
Operating income	—			—			5
Operating expenses	(1,596		)	(803		)	(1,333		)
Net (loss) income before benefit for income taxes and equity in undistributed income (loss) of subsidiaries	3,739			(1,197		)	(3,065		)
Benefit for income taxes	904			201			829
Net (loss) earnings before equity in undistributed income (loss) of subsidiaries	4,643			(996		)	(2,236		)
Equity in undistributed income (loss) of subsidiaries	4,820			2,257			6,519
Net income	$	9,463		$	1,261		$	4,283

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Statements of Cash Flows



	Year ended December 31,			Transition period ended December 31,			Year ended September 30,
	2019			2018			2018
Change in cash and cash equivalents:
Cash flows from operating activities:
Net income	$	9,463		$	1,261		$	4,283
Depreciation expense	12			—			—
Stock based compensation expense	18			5			12
Adjustments to reconcile net income to net cash provided by operating activities - Equity in undistributed income of subsidiary	(12,170		)	(2,257		)	(6,519		)
Decrease (increase) in other assets	101			(44		)	(223		)
(Decrease) increase in other liabilities	(391		)	77			131
Net cash used in operating activities	(2,967		)	(958		)	(2,316		)
Cash flows from investing activities:
Proceeds from maturities of interest bearing deposits	—			—			1,241
Proceeds from private placement stock offering, net of issuance costs	—			—			61,265
Cash consideration paid in business combination	(20,970		)	(51,128		)	—
Net capital expenditures	—			(12		)	(50		)
Net cash provided by (used in) investing activities	(20,970		)	(51,140		)	62,456
Cash flows from financing activities:
Proceeds from other borrowings, net of issuance costs	29,913			—			9,911
Repayments of other borrowings	(13,000		)	—			(15,611		)
Repurchase shares of common stock	—			—			(1		)
Surrender of restricted shares of common stock	(53		)	(8		)	(33		)
Common Stock options exercised	203			90			50
Dividend from bank to holding company	7,350			—			—
Cash dividends paid	(2,198		)	—			(1,181		)
Net cash (used in) provided by financing activities	22,215			82			(6,865		)
Net increase in cash and cash equivalents	(1,722		)	(52,016		)	53,275
Cash and cash equivalents at beginning of year	6,975			58,991			5,716
Cash and cash equivalents at end of year	$	5,253		$	6,975		$	58,991

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives. We carried out an evaluation as of December 31, 2019, under the supervision and with the participation of the Company’s management, including our Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2019 at reaching a level of reasonable assurance.

The report of management required under Item 9A is included under Item 8 of this report along with the Company’s consolidated financial statements under the heading “Report by Citizens Community Bancorp, Inc.’s Management on Internal Control over Financial Reporting” and is incorporated herein by reference.

This Annual Report on Form 10-K includes an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the Company’s most recently completed fiscal year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On July 1, 2019, we completed our acquisition of F&M. In accordance with our integration efforts, we plan to incorporate F&M’s operations into our internal control over financial reporting structure within the tine frame provided by applicable SEC rules and regulations.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Proposal 1: Election of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Director Nominations”, “Audit Committee Matters – Audit Committee Financial Expert”, and “Corporate Governance Matters – Code of Business Conduct and Ethics” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2020.

The Audit Committee of the Company’s Board of Directors is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee consist of the following three outside independent directors: Timothy Olson (Chairman), Richard McHugh and Kristina Bourget.

ITEM 11. EXECUTIVE COMPENSATION

The information with respect to this item is incorporated herein by reference to the discussion under the headings “Directors’ Meetings and Committees – Compensation Committee”, “Director Compensation” and “Executive Compensation” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2020.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Security Ownership” and “Equity Compensation Plan Information” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2020.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2019, with respect to compensation plans under which shares of common stock were issued or available to be issued:



	Number of Common Shares to Be Issued Upon Exercise of Outstanding Options,	Weighted-average Exercise Price of Outstanding Options,		Number of Common Shares Available for Future Issuance Under Equity
Plan Category	Warrants and Rights (1)	Warrants and Rights		Compensation Plans (2)
Equity compensation plans approved by security holders	78,100	$	11.18	295,932
Equity compensation plans not approved by security holders	—	—		—
Total	78,100	$	11.18	295,932

(1)Represents 78,100 shares of our Common Stock to be issued upon exercise of outstanding stock options under the 2008 Equity Incentive Plan, (the “Prior Plan”).

(2)Represents 295,932 shares of our Common Stock available for issuance under the 2018 Equity Incentive Plan. No new awards may be granted under the Prior Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information with respect to this item is incorporated herein by reference to the discussion under the headings “Transactions with Related Persons” and “Corporate Governance Matters – Director Independence” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2020.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Audit Committee Matters – Fees of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 29, 2020.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements:

The following financial statements of the Company are included in Item 8 of this Form 10-K annual report:

Report of Independent Registered Public Accounting Firm (Baker Tilly Virchow Krause, LLP)

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Operations for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018, and the Year Ended September 30, 2018

Consolidated Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Consolidated Statements of Cash Flows for the Year Ended December 31, 2019, the Transition Period Ended December 31, 2018 and the Year Ended September 30, 2018

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules:

All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or has otherwise been included in the financial statements or notes hereto.

(a)(3) Exhibits



2.1	Agreement and Plan of Merger between Citizens Community Bancorp, Inc. and Wells Financial Corp. dated as of March 17, 2017 (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed on March 17, 2017 (File No. 001-33003)).
2.2	Stock Purchase Agreement between Citizens Community Bancorp, Inc. United Bank and United Bancorporation, dated June 20, 2018 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).
2.3	First Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated August 13, 2018 (incorporated by reference to Exhibit 2.4 to the Company's Form 10-K filed on December 10, 2018 (File No. 001-33003)).
2.4	Second Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated October 19, 2018 (incorporated by reference to Exhibit 2.2 to the Company's current report on Form 8-K filed on October 22, 2018 (File No. 001-33003)).
2.5	Agreement and Plan of Merger dated January 21, 2019, among F. & M. Bancorp. of Tomah, Inc., Citizens Community Bancorp, Inc., and F&M Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2019 (File No. 001-33003)).
3.1	Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
3.2	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33003)).
3.3	Articles Supplementary with respect to the Series A Preferred Stock of Citizens Community Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).

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3.4	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933 and incorporated herein by reference.)
3.5	Amendment to the Bylaws of the Registrant (incorporated by reference to Exhibit 99.1 to the Company's Form 8-K dated December 20, 2013, filed on December 26, 2013 (file No. 001-33003)).
4.1	Description of Capital Stock
4.2	Subordinated Note Purchase Agreement between Citizens Community Bancorp, Inc. and EJF Debt Opportunities Master Fund, LP dated May 30, 2017 (incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
4.3	Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
10.1+	Citizens Community Bancorp, Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
10.3+	Citizens Community Bancorp, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit10.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
10.4	Citizens Community Bancorp, Inc. Tax Allocation Agreement (incorporated by reference to Exhibit 10.e to the Company’s annual report on Form 10-KSB for the fiscal year ended September 30, 2004 (File No. 000-50585)).
10.5+	Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on August 28, 2013 (File No. 333-190877)).
10.7+	Form of Incentive Stock Option Agreement under the Citizens Community Bancorp, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2010 (File No. 001-3303)).
10.8+	Form of Restricted Stock Grant Agreement under the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.12 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No. 001-33003)).
10.9+	Form of Stock Option Agreement under the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.13 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No. 001-33003)).
10.10	Second Amended and Restated Loan Agreement with First Tennessee, National Association dated May 30, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
10.11+	Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on March 30, 2018 (File No. 333-224042)).
10.12+	Form of Restricted Stock Agreement under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.13+	Form of Director Restricted Stock Agreement under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.14+	Citizens Community Bancorp, Inc. 2018 Long Term Incentive Plan under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.15+	Form of Citizens Community Bancorp, Inc. 2018 Long Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.16+	Form of Citizens Community Bancorp, Inc. 2019 Long Term Incentive Plan Award Agreement. (incorporated by reference to Exhibit 10.19 to the Company’s Transition Report on Form 10-K filed on March 8, 2019 (File No. 001-33003)).
10.17	Securities Purchase Agreement between the Citizens Community Bancorp, Inc. and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).

121



10.18	Registration Rights Agreement between the Citizens Community Bancorp, Inc. and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).
10.19	Business Note, dated June 26, 2019, issued by Citizens Community Bancorp, Inc. to Chippewa Valley Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019 (File No. 001-33003)).
10.20	Business Credit Agreement, dated August 1, 2019, by and between Citizens Community Bancorp, Inc. and Chippewa Valley Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 1, 2019 (File No. 001-33003)).
10.21+	Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and Stephen Bianchi, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No. 001-33003)).
10.22+	Second Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A., and James S. Broucek, dated as of November 1, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on November 4, 2019 (File No. 001-33003)).
21	Subsidiaries of the Company as of December 31, 2019 (filed herewith).
23	Consent of Independent Registered Public Accounting Firm (Baker Tilly Virchow Krause, LLP) (filed herewith).
31.1	Rule 13a-15(e) Certification of the Company’s Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) Certification of the Company’s Chief Financial Officer (filed herewith).
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101	The following materials from Citizens Community Bancorp, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.



+	A management contract or compensatory plan or arrangement
*	This certification is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

122

SIGNATURES

Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	CITIZENS COMMUNITY BANCORP, INC.

Date: March 10, 2020	By:	/s/ James S. Broucek
		James S. Broucek
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Date: March 10, 2020	By:	/s/ Stephen M. Bianchi
		Stephen M. Bianchi President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

Date: March 10, 2020	By:	/s/ Richard McHugh
		Richard McHugh Lead Director

Date: March 10, 2020	By:	/s/ Michael L. Swenson
		Michael L. Swenson Director

Date: March 10, 2020	By:	/s/ James R. Lang
		James R. Lang Director

Date: March 10, 2020	By:	/s/ Francis E. Felber
		Francis E. Felber Director

Date: March 10, 2020	By:	/s/ James D. Moll
		James D. Moll Director

Date: March 10, 2020	By:	/s/ Kristina M. Bourget
		Kristina M. Bourget Director

Date: March 10, 2020	By:	/s/ Timothy L. Olson
		Timothy L. Olson Director

Date: March 10, 2020	By:	/s/ James S. Broucek
		James S. Broucek Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

123