Exhibit 99.2
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
($ in thousands except per share data)
| | June 30, | | | December 31, | |
| | 2017 | | | 2016 | |
| | (Unaudited) | | | | |
Assets | | | | | | | | |
| | | | | | | | |
Cash and due from banks | | $ | 18,014 | | | | 24,114 | |
Federal funds sold and other overnight investments | | | 42 | | | | 14 | |
| | | | | | | | |
Total cash and cash equivalents | | | 18,056 | | | | 24,128 | |
| | | | | | | | |
Certificates of deposit | | | 2,739 | | | | 2,739 | |
Securities available for sale | | | 45,529 | | | | 49,144 | |
Federal Home Loan Bank | | | 2,052 | | | | 489 | |
Loans, net of allowance for loan losses of $2,265 and $2,122 | | | 241,192 | | | | 212,306 | |
Accrued interest receivable | | | 665 | | | | 643 | |
Premises and equipment, net | | | 4,422 | | | | 4,535 | |
Deferred taxes | | | 738 | | | | 975 | |
Other assets | | | 1,149 | | | | 1,144 | |
| | | | | | | | |
Total assets | | $ | 316,542 | | | | 296,103 | |
| | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | |
| | | | | | | | |
Liabilities: | | | | | | | | |
Noninterest-bearing | | | 81,880 | | | | 80,206 | |
Savings, NOW and money-market deposits | | | 129,414 | | | | 146,663 | |
Time deposits | | | 26,544 | | | | 29,497 | |
Customer repurchase agreements | | | 6,015 | | | | 5,032 | |
| | | | | | | | |
Total deposits | | | 243,853 | | | | 261,398 | |
| | | | | | | | |
Federal Home Loan Bank advances | | | 42,000 | | | | 6,000 | |
Other Borrowings | | | 3,030 | | | | 3,030 | |
Accrued expenses and other liabilities | | | 1,479 | | | | 1,104 | |
| | | | | | | | |
Total liabilities | | | 290,362 | | | | 271,532 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Stockholders’ equity: | | | | | | | | |
Common stock, $0.01 par value; 9,000,000 shares authorized, and 2,698,102 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | | | 27 | | | | 27 | |
Additional paid-in capital | | | 27,277 | | | | 27,232 | |
Accumulated deficit | | | (367 | ) | | | (1,537 | ) |
Accumulated other comprehensive loss | | | (757 | ) | | | (1,151 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 26,180 | | | | 24,571 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 316,542 | | | | 296,103 | |
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Earnings
($ in thousands except per share data)
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2017 | | | 2016 | | | 2017 | | | 2016 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
Interest income: | | | | | | | | | | | | | | | | |
Loans | | $ | 2,680 | | | | 2,228 | | | | 5,166 | | | | 4,325 | |
Securities | | | 204 | | | | 203 | | | | 403 | | | | 407 | |
Federal funds and other | | | 22 | | | | 17 | | | | 52 | | | | 50 | |
| | | | | | | | | | | | | | | | |
Total interest income | | | 2,906 | | | | 2,448 | | | | 5,621 | | | | 4,782 | |
| | | | | | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | |
Deposits | | | 143 | | | | 148 | | | | 294 | | | | 305 | |
Borrowings | | | 101 | | | | 46 | | | | 150 | | | | 87 | |
| | | | | | | | | | | | | | | | |
Total interest expense | | | 244 | | | | 194 | | | | 444 | | | | 392 | |
| | | | | | | | | | | | | | | | |
Net interest income | | | 2,662 | | | | 2,254 | | | | 5,177 | | | | 4,390 | |
| | | | | | | | | | | | | | | | |
Provision for loan losses | | | 143 | | | | - | | | | 143 | | | | 50 | |
| | | | | | | | | | | | | | | | |
Net interest income after provision for loan losses | | | 2,519 | | | | 2,254 | | | | 5,034 | | | | 4,340 | |
| | | | | | | | | | | | | | | | |
Noninterest income | | | | | | | | | | | | | | | | |
Service charges and other fees | | | 231 | | | | 197 | | | | 448 | | | | 372 | |
| | | | | | | | | | | | | | | | |
Noninterest expenses: | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 1,076 | | | | 956 | | | | 2,179 | | | | 1,932 | |
Occupancy and equipment | | | 282 | | | | 270 | | | | 563 | | | | 548 | |
FDIC insurance | | | 36 | | | | 31 | | | | 82 | | | | 62 | |
Professional fees | | | (115 | ) | | | 47 | | | | (73 | ) | | | 101 | |
Advertising and marketing | | | 19 | | | | 36 | | | | 49 | | | | 73 | |
Data processing | | | 228 | | | | 200 | | | | 455 | | | | 384 | |
Other general and administrative | | | 132 | | | | 192 | | | | 328 | | | | 368 | |
| | | | | | | | | | | | | | | | |
Total noninterest expenses | | | 1,658 | | | | 1,732 | | | | 3,583 | | | | 3,468 | |
| | | | | | | | | | | | | | | | |
Earnings before income taxes | | | 1,092 | | | | 719 | | | | 1,899 | | | | 1,244 | |
| | | | | | | | | | | | | | | | |
Income taxes | | | 421 | | | | 267 | | | | 729 | | | | 460 | |
| | | | | | | | | | | | | | | | |
Net earnings | | | 671 | | | | 452 | | | | 1,170 | | | | 784 | |
| | | | | | | | | | | | | | | | |
Less: preferred stock dividends | | | - | | | | | | | | - | | | | (3 | ) |
| | | | | | | | | | | | | | | | |
Net earnings applicable to common shareholders | | $ | 671 | | | | 452 | | | | 1,170 | | | | 781 | |
| | | | | | | | | | | | | | | | |
Basic earnings per share | | $ | 0.25 | | | | 0.17 | | | | 0.43 | | | | 0.29 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per share | | $ | 0.24 | | | | 0.16 | | | | 0.42 | | | | 0.28 | |
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(In thousands)
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2017 | | | 2016 | | | 2017 | | | 2016 | |
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | | | |
Net earnings | | $ | 671 | | | | 452 | | | | 1,170 | | | | 784 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income: | | | | | | | | | | | | | | | | |
Change in unrealized loss on securities- | | | | | | | | | | | | | | | | |
Unrealized gain arising during the period | | | 291 | | | | 606 | | | | 631 | | | | 1,463 | |
| | | | | | | | | | | | | | | | |
Deferred income taxes on above change | | | (109 | ) | | | (227 | ) | | | (237 | ) | | | (549 | ) |
| | | | | | | | | | | | | | | | |
Total other comprehensive income | | | 182 | | | | 379 | | | | 394 | | | | 914 | |
| | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 853 | | | | 831 | | | | 1,564 | | | | 1,698 | |
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2015 and Six Months Ended June 30, 2016
(Six Months Ended June 30, 2016 Unaudited)
($ in thousands)
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | Other | | | | |
| | Preferred Stock | | | | | | Additional | | | | | | Compre- | | | Total | |
| | Series A | | | Common Stock | | | Paid-In | | | Accumulated | | | hensive | | | Stockholders’ | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | (Loss) | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2015 | | | 3,367 | | | $ | 3,367 | | | | 2,452,853 | | | $ | 25 | | | $ | 24,645 | | | $ | (767 | ) | | $ | (1,226 | ) | | | 26,044 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | | - | | | | - | | | | - | | | | - | | | | - | | | | 784 | | | | - | | | | 784 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in net unrealized loss on securities available for sale, net of tax effect | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 914 | | | | 914 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | | | | | | | | | - | | | | - | | | | 8 | | | | - | | | | - | | | | (3,359 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash dividends paid on preferred stock | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3 | ) | | | - | | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemed preferred stock | | | (3,367 | ) | | | (3,367 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,362 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2016 | | | - | | | $ | - | | | | 2,452,853 | | | $ | 25 | | | $ | 24,653 | | | $ | 14 | | | $ | (312 | ) | | $ | 24,380 | |
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders’ Equity
Year Ended December 31, 2016 and Six Months Ended June 30, 2017
(Six Months Ended June 30, 2017 Unaudited)
($ in thousands)
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | Other | | | | |
| | Preferred Stock | | | | | | Additional | | | | | | Compre- | | | Total | |
| | Series A | | | Common Stock | | | Paid-In | | | Accumulated | | | hensive | | | Stockholders’ | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | (Loss) | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2016 | | | - | | | | - | | | | 2,698,102 | | | | 27 | | | | 27,232 | | | | (1,537 | ) | | | (1,151 | ) | | | 24,571 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,170 | | | | - | | | | 1,170 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in net unrealized loss on securities available for sale, net of tax effect | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 394 | | | | 394 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation | | | - | | | | - | | | | - | | | | - | | | | 45 | | | | - | | | | - | | | | 45 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2017 | | | - | | | $ | - | | | | 2,698,102 | | | $ | 27 | | | $ | 27,277 | | | $ | (367 | ) | | $ | (757 | ) | | $ | 26,180 | |
JEFFERSON BANKSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(In thousands)
| | Six Months Ended June 30, | |
| | 2017 | | | 2016 | |
| | (Unaudited) | | | (Unaudited) | |
Cash flows from operating activities: | | | | | | | | |
Net earnings | | $ | 1,170 | | | | 784 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | |
Credit for loan losses | | | 143 | | | | 50 | |
Depreciation and amortization | | | 143 | | | | 141 | |
Accretion of loan discount | | | (5 | ) | | | (5 | ) |
Amortization of deferred loan fees and costs | | | 49 | | | | 3 | |
Net loss on FA disposal | | | - | | | | (1 | ) |
Net amortization of premiums and discounts on securities | | | 34 | | | | 53 | |
Deferred income taxes | | | - | | | | 59 | |
Amortization of core deposit intangible | | | 26 | | | | 26 | |
Stock-based compensation | | | 45 | | | | 8 | |
Net increase in accrued interest receivable | | | (22 | ) | | | (44 | ) |
Net increase in other assets | | | (32 | ) | | | (429 | ) |
Net increase in accrued expenses and other liabilities | | | 374 | | | | 178 | |
| | | | | | | | |
Net cash provided by operating activities | | | 1,925 | | | | 823 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchases of securities available for sale | | | - | | | | (3,999 | ) |
Proceeds from payments, calls and maturities of securities available for sale | | | 4,213 | | | | 4,949 | |
(Purchase) Redemption of Federal Home Loan Bank stock | | | (1,563 | ) | | | 98 | |
Loan originations, net | | | (29,072 | ) | | | (16,405 | ) |
Additions to premises and equipment, net | | | (29 | ) | | | (25 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (26,451 | ) | | | (15,382 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Net (decrease) increase in deposits and repurchase agreements | | | (17,546 | ) | | | 7,060 | |
Net increase (decrease) in Federal Home Loan Bank advances | | | 36,000 | | | | (3,000 | ) |
Redemption of preferred stock | | | - | | | | (3,367 | ) |
Increase in other borrowings | | | - | | | | 3,030 | |
Dividends paid on preferred stock | | | - | | | | (11 | ) |
| | | | | | | | |
Net cash provided by financing activities | | | 18,454 | | | | 3,712 | |
| | | | | | | | |
Net (decrease) increase in cash | | | (6,072 | ) | | | (10,847 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 24,128 | | | | 21,972 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 18,056 | | | | 11,125 | |
Supplementary cash flow information | | | | | | | | |
Interest paid on deposits and borrowed funds | | $ | 416 | | | | 344 | |
| | | | | | | | |
Income taxes paid | | $ | 170 | | | | 408 | |
| | | | | | | | |
Accumulated other comprehensive income, unrealized gain on securities available for sale, net of tax | | $ | 394 | | | | 914 | |