ORGANIZATION CHART LIBERTY CAPITAL BANCSHARES, INC./media/Documents/banking/nic/fry-6/2016/... ·...

FISCAL YEAR ENDING: DECEMBER 31, 2016

LIBERTY CAPITAL BANCSHARES, INC.LEI: None

(A TEXAS CORPORATION)

ANNUAL REPORT FR Y-6

REPORT ITEM 2a

LIBERTY CAPITAL BANCSHARES, INC.

of LIBERTY CAPITAL BANKBank Stock

Owns 100%

LIBERTY CAPITAL BANK

(CHARTERED BY THE STATE OF TEXAS)

LEI: None

ADDISON, TX

ADDISON, TX

ORGANIZATION CHART

Results: A list of branches for your holding company: LIBERTY CAPITAL BANCSHARES. INC. (3810956) of ADDISON, TX.

The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017.

Reconciliation and Verification Steps

1. In the Data Action column of each branch row, enter one or more of the actions specified below

2. If required, enter the date in the Effective Date column

Actions

OK: If the branch information is correct, enter 'OK' in the Data Action column.

Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.

Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.

Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper.

Submission Procedure

When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information.

If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.

Note:

To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add.

The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - https://y10online.federalreserve.gov.

* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.

Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments

OK Full Service (Head Office) 3690121 LIBERTY CAPITAL BANK 5055 KELLER SPRINGS BLVD., SUITE 120 ADDISON TX 75001-5997 DALLAS UNITED STATES 470379 0 LIBERTY CAPITAL BANK 3690121

(1)(a) (1)(b)

NAME & COUNTRY OF CITIZENSHIP NUMBER PERCENTAGE CLASS

CITY, STATE, COUNTRY OR INCORPORATION OF OF OF

SHARES SHARES SECURITIES

Tracy & Karan Edgemon U.S. 90,000 8.49% Common Stock

Dallas, TX, USA

Lunsford family 229,920 21.70% Common Stock

Holt & Kaye Dawn Lunsford U.S. 223,920 21.13% Common Stock

Addison, TX, USA

Raymond & Lisa J. Lunsford U.S. 1,000 0.09% Common Stock

San Antonio, TX, USA

Will Lunsford U.S. 5,000 0.47% Common Stock

Midland, TX, USA

Holt Lunsford (individually) U.S. 27,900 2.57% Warrants on Common Stock

Addison, TX, USA

Jack & Ann Griggs U.S. 58,481 5.52% Common Stock

Abilene, TX, USA

Jack Griggs (individually) U.S. 27,900 2.57% Warrants on Common Stock

Abilene, TX, USA

Ben & Patty Cunningham U.S. 21,557 2.03% Common Stock

Richardson, TX, USA

Ben Cunningham (individually) U.S. 44,200 4.00% Options and Warrants on Common Stock

Richardson, TX, USA

(2)(a) (2)(b)

NAME & COUNTRY OF CITIZENSHIP NUMBER PERCENTAGE CLASS

CITY, STATE, COUNTRY OR INCORPORATION OF OF OF

SHARES SHARES SECURITIES

NONE

(2)(c)



REPORT ITEM 3

SECURITIES HOLDERS OWNING OR CONTROLLING WITH POWER TO VOTE 5% OR MORE OF

LIBERTY CAPITAL BANCSHARES, INC

(1)(c)

AMENDED

(1) (2) (3)(a) (3)(b) (4)(a) (4)(b)

NAME PRINCIPAL TITLE & POSITION TITLE & TITLE & POSITION NAMES PERCENTAGE OF PERCENTAGE OF NAMES % OF VOTING

CITY, STATE, COUNTRY OCCUPATION WITH BANK HOLDING CO. POSITION WITH WITH OTHER OF OTHER VOTING SHARES IN VOTING SHARES IN OF OTHER SECURITIES HELD IN

IF OTHER THAN WITH SUBSIDIARIES BUSINESSES BUSINESSES BANK HOLDING CO SUBSIDIARIES COMPANIES OTHER COMPANIES

BANK HOLDING CO (IF 25% OR MORE VOTING)

Richard Holt Lunsford Real Estate Investor & Director & Chairman Director & Chairman 23.15% None

Addison TX, USA Property Management Liberty Capital Bank see Footnote A

Kaye Dawn Lunsford Housewife principal securities holder N/A 21.13% None

Addison TX, USA see Footnote A

Raymond Lunsford Independent Oil Operator principal securities holder N/A 0.09% None

San Antonio TX, USA see Footnote B

Lisa J. Lunsford Housewife principal securities holder N/A 0.09% None

San Antonio TX, USA see Footnote B

Will Lunsford Managing Investments principal securities holder N/A 0.47% None

Midland, TX, USA

Ben Cunningham N/A Director & President Director & CEO 5.96% None

Richardson TX, USA Liberty Capital Bank see Footnote C

David Sprinkle N/A Secretary / Treasurer EVP & CFO 0.24% None

Dallas TX, USA Liberty Capital Bank

Jack Griggs Banking/Investing Director Director President, CEO & Director Southwestern Bancorp, Inc. 7.94% None Southwestern Bancorp, Inc. 40%

Abilene TX, USA Liberty Capital Bank Boerne, TX see Footnote D Boerne, TX

Director Texas Heritage Bank Texas Heritage Bank 40% Indirect

Boerne, TX Boerne, TX

Director Cross Plains Development Corp. Cross Plains Development Corp. 40% Indirect

Cross Plains, TX Cross Plains, TX

President Boerne Building LLC Boerne Building LLC 40%


President Leon Springs Building LLC Leon Springs Building LLC 40%


Thomas B. Gilbert, Jr. Consulting Director Director 0.91% None

Dallas TX, USA Management Services Liberty Capital Bank see Footnote E

Jeffrey L. Price Real Estate Director Director 2.86% None

Dallas TX, USA Liberty Capital Bank see Footnote F

Lester Baum Attorney Director Director None None

Dallas TX, USA Liberty Capital Bank

Don Wills Retired Director Director 0.65% None

Dallas TX, USA Investor Liberty Capital Bank

Footnote A: 223,920 shares are held jointly by Holt & Kaye Dawn Lunsford. Warrants for 27,900 shares are held individually by Holt Lunsford

Footnote B: shares are held jointly by Raymond & Lisa J. Lunsford

Footnote C: 21,557 shares are held jointly by Ben & Patty Cunningham. Options and Warrants for 44,200 shares are held individually by Ben Cunningham

Footnote D: 58,481 shares are held jointly by Jack & Ann Griggs. Warrants for 27,900 shares are held individually by Jack Griggs

Footnote E: shares are held jointly by Thomas & Laura Gilbert

Footnote F: shares are held jointly by Jeffrey & Kellye Price

The remaining responsive data for (3)(c) and (4)(c) may be found in the confidential volume, consisting of three pages of information.


(3)(c) (4)(c)

REPORT ITEM 4

INSIDERS

LIBERTY CAPITAL BANCHARES, INC.


AMENDED

LIBERTY CAPITAL BANCSHARES, INC. AND SUBSIDIARY

Consolidated Financial Statements and Additional Information

December 31, 2016 and 2015

(With Independent Auditor’s Report Thereon)

5952 Royal Lane • Suite 158 • Dallas, TX 75230 • 214 / 363-9927 • Fax 214 / 363-9980

Independent Auditor’s Report

The Board of Directors Liberty Capital Bancshares, Inc. and Subsidiary Addison, Texas We have audited the accompanying consolidated financial statements of Liberty Capital Bancshares, Inc. and Subsidiary (Company), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based upon our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Liberty Capital Bancshares, Inc. and Subsidiary as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

March 10, 2017


See accompanying notes to consolidated financial statements.

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Consolidated Balance Sheets


(In Thousands)

2016 2015ASSETS

Cash and cash equivalents 27,653$ 23,646$ Investments in certificates of deposit in other banks 28,412 27,417 Loans 152,497 116,727 Bank premises and equipment 121 104 Other real estate owned 2,247 - Other assets 2,126 1,589

213,056$ 169,483$

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:Noninterest bearing 86,554$ 71,870$ Interest bearing 105,114 78,697

Total deposits 191,668 150,567

Unsecured adjustable rate senior debentures - 1,500

Other borrowings 3,213 1,880

Other liabilities 498 366

Commitments and contingencies - -

Stockholders' equity:Common stock 1,060 1,054 Paid-in capital 9,962 9,910 Retained earnings 6,655 4,206

Total stockholders' equity 17,677 15,170

213,056$ 169,483$



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Consolidated Statements of Income

For the Years Ended December 31, 2016 and 2015

(In Thousands)

2016 2015Interest income:

Interest and fees on loans 6,755$ 5,328$ Interest on deposits in other banks 677 574 Other 13 2

Total interest income 7,445 5,904

Interest expense:Interest on deposit accounts 204 158 Other 311 126

Total interest expense 515 284

Net interest income 6,930 5,620

Provision for loan losses 119 -

Net interest income after provision for loan losses 6,811 5,620

Noninterest income:Service charges on deposit accounts 81 74 Other 17 15

Total noninterest income 98 89

Noninterest expense:Salaries and employee benefits 2,396 2,122 Occupancy 200 223 Writedown of other real estate owned 137 - Other 989 875

Total noninterest expense 3,722 3,220

Net income 3,187$ 2,489$



- 4 -

Consolidated Statements of Comprehensive Income


(In Thousands)

2016 2015

Net income 3,187$ 2,489$

Other comprehensive income - -

Total comprehensive income 3,187$ 2,489$



- 5 -

Consolidated Statements of Changes in Stockholders' Equity


(In Thousands, Except Share Amounts)

Common Stock$1 par value Accumulated

10,000,000 Shares OtherAuthorized Paid-In Retained Comprehensive

Shares Amount Capital Earnings Income Total

Balance at January 1, 2015 1,040,750 1,041$ 9,776$ 2,342$ -$ 13,159$

Net income - - - 2,489 - 2,489

Other comprehensive income - - - - - -

Exercise of stock options 13,250 13 134 - - 147

Dividends - - - (625) - (625)

Balance at December 31, 2015 1,054,000 1,054 9,910 4,206 - 15,170

Net income - - - 3,187 - 3,187

Other comprehensive income - - - - - -

Exercise of stock options 5,750 6 52 - - 58

Dividends - - - (738) - (738)

Balance at December 31, 2016 1,059,750 1,060$ 9,962$ 6,655$ -$ 17,677$



- 6 -

Consolidated Statements of Cash Flows


(In Thousands)

2016 2015Cash flows from operating activities:

Net income 3,187$ 2,489$ Adjustments to reconcile net income to

net cash provided by operating activities:Depreciation 49 76 Provision for loan losses 119 - Writedown of other real estate owned 137 - Loss on disposal of bank premises and equipment 2 - Increase in other assets (537) (830) Increase in other liabilities 132 38

Net cash provided by operating activities 3,089 1,773

Cash flows from investing activities:Net increase in investments in certificates of deposits

in other banks (995) (7,959) Purchases of securities available for sale (55,000) (105,000) Proceeds from maturities of securities available for sale 55,000 105,000 Net increase in loans (38,273) (10,574) Purchases of premises and equipment (68) (21)

Net cash used in investing activities (39,336) (18,554)

Cash flows from financing activities:Net increase in demand deposits, NOW and savings accounts 32,516 7,269 Net increase (decrease) in certificates of deposit 8,585 (1,704) Proceeds from other borrowings - 2,000 Payments on other borrowings (167) (229) Exercise of stock options 58 147 Cash dividends paid (738) (625)

Net cash provided by financing activities 40,254 6,858

Net increase (decrease) in cash and cash equivalents 4,007 (9,923)

Cash and cash equivalents at beginning of year 23,646 33,569

Cash and cash equivalents at end of year 27,653$ 23,646$


- 7 -

Notes to Consolidated Financial Statements


1. Summary of Significant Accounting Policies The following is a summary of the significant accounting policies used by Liberty Capital Bancshares, Inc. and Subsidiary (together referred to as Company) in the preparation of its consolidated financial statements. These accounting policies conform to generally accepted accounting principles and practices generally followed within the banking industry. A description of the more significant of these policies follows. Basis of Presentation The accompanying consolidated financial statements include the accounts of Liberty Capital Bancshares, Inc. (Bancshares) and its wholly owned subsidiary, Liberty Capital Bank (Bank). All significant intercompany transactions and balances have been eliminated in consolidation. Business The Bank, a state bank, began operations on September 15, 2008. The Bank provides a full range of banking services to individual and corporate customers and is subject to competition from other local, regional, and national financial institutions. The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by those regulatory authorities. The summary of the significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and valuation of other real estate owned. While management uses available information to recognize losses on loans and other real estate owned, future provisions may be necessary based on changes in local economic conditions. In addition, banking regulators, as an integral part of their examination process, periodically review the Company’s allowance for loan and other real estate losses. They may require the Company to record additional provisions for losses based on their judgment about information available to them at the time of their examination. A portion of the Company’s loans are secured by real estate and related assets located in local and regional markets. Accordingly, the ultimate collectibility of this portion of the Company’s loan portfolio is susceptible to changes in those market conditions. Cash and Cash Equivalents For the purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, other short-term investments and federal funds sold. All highly liquid investments with an initial maturity of less than ninety days are considered to be cash equivalents. The Company has cash held in money market accounts at various unrelated banks that, from time to time, may exceed FDIC insurance coverage. The Company closely monitors the credit quality of the banks holding the deposits. The Company has not incurred any losses in connection with these deposits. Investments in Certificates of Deposit Investments in certificates of deposit are carried at cost and generally mature within five years of purchase.


- 8 -

Loans The Company grants commercial, real estate, agricultural, and consumer loans to customers. The ability of the Company’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Fees associated with originating loans to the extent they exceed the direct loan origination costs are generally deferred and recognized over the life of the loan as an adjustment of yield. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. In determining whether or not a borrower may be unable to meet payment obligations for each class of loans, the Company considers the borrower’s debt service capacity through the analysis of current financial information, if available, and/or current information with regards to the Company’s collateral position. Regulatory provisions typically require the placement of a loan on nonaccrual status if (i) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection or (ii) full payment of principal and interest is not expected. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. Interest on nonaccrual loans is accounted for on the cash basis or cost recovery method until qualifying for return to accrual status. A loan may be returned to accrual status when all the principal and interest amounts contractually due are brought current and future principal and interest amounts contractually due are reasonably assured, which is typically evidenced by a sustained period (at least six months) of repayment performance by the borrower. Impaired Loans Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment based on historical loss experience, current economic conditions, and performance trends. Interest payments on impaired loans are typically applied to principal unless collectibility of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. Troubled Debt Restructured (TDR) Loans A TDR loan is a loan which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The loan terms, which have been modified or restructured due to a borrower’s financial difficulty, include, but are not limited to, a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-aging, extensions, deferrals, renewals, and rewrites. A TDR loan would generally be considered impaired in the year of modification and will be assessed periodically for further impairment.


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Allowance for Loan Losses The allowance for loan losses is established through a provision for loan losses charged to expense, which represents management's best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to provide for estimated loan losses inherent in the loan portfolio. The allowance for possible loan losses includes allowance allocations calculated in accordance with ASC Topic 310, Receivables and allowance allocations calculated in accordance with ASC Topic 450, Contingencies. The level of the allowance reflects management's continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio, as well as trends in the foregoing. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management's judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company's control, including the performance of the Company's loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications. The allowance consists of specific and general allocations. The specific allocation relates to loans that are impaired. For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general allocation is calculated using loss rates delineated by risk rating and product type. Factors considered when assessing loss rates include the value of the underlying collateral, the industry of the obligor, the obligor’s liquidity, and other financial and qualitative factors. These statistical models are updated regularly for changes in economic and business conditions. Included in the analysis of these loan portfolios are reserves, which are maintained to cover uncertainties that affect the Company’s estimate of probable losses including economic uncertainty and large single defaults. Bank Premises and Equipment Bank premises and furniture and equipment are carried at cost, less accumulated depreciation and amortization computed using the accelerated or straight-line method. Foreclosed Assets If assets are acquired through, or in lieu of, loan foreclosure, they are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. Income Taxes The Company has elected S corporation status and, accordingly, earnings and losses are included in the personal income tax returns of the Company’s stockholders and taxed depending on personal tax strategies. The Company will generally not incur additional income tax obligations and future financial statements will generally not include a provision for income taxes. Because the Company’s stockholders are obligated to pay federal income taxes on the earnings of Bancshares and the Bank, and Bancshares has no substantial operations other than ownership of the Bank, the Bank expects to declare cash dividends sufficient to fund stockholders’ tax payments as they come due (subject to regulatory approval if required). Accounting principles generally accepted in the United States of America require Company management to evaluate tax positions taken by the Company. Management evaluated the Company’s tax positions and concluded that the Company had maintained its S Corporation status and had taken no uncertain tax positions that require recognition or disclosure in the consolidated financial statements. Therefore, no liability for tax penalties has been included in the consolidated financial statements. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2013.


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Stock Compensation Plans Compensation expense for stock options is based on the fair value of the award on the measurement date, which, for the Company, is the date of the grant and is recognized ratably over the service period of the award. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The fair value on non-vested stock awards is generally the market price of the Company’s stock on the date of grant. Financial Instruments The Company has not acquired or issued any derivative financial instruments. In the ordinary course of business the Company may enter into certain off-balance sheet financial instruments consisting of commitments to extend credit, commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received. Fair Values of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Advertising Advertising consists of the Company’s advertising in its local market area. Advertising is expensed as incurred. Advertising expense was approximately $59,000 and $67,000, respectively, for the years ended December 31, 2016 and 2015. Comprehensive Income (Loss) Comprehensive income (loss) includes both net income and other comprehensive income (loss), which includes the change in unrealized gains and losses on securities available for sale. 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 (i) the assets have been isolated from the Company, (ii) 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 (iii) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Subsequent Events The Company has evaluated events and transactions for potential recognition or disclosure through March 10, 2017, the date the consolidated financial statements were available to be issued. Reclassification Certain amounts previously reported have been reclassified to conform to the current format.


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2. Recent Accounting Pronouncements In January 2016, the FASB issued Accounting Standards Update 2016-1, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendment relates to equity securities without readily determinable fair values and will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. Earlier application is permitted under certain circumstances. The amendment will be applied by means of a cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-2, Leases (Topic 842). The amendment to the Leases topic of the Accounting Standards Codification was to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendment will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-5, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. The amendment clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under ASC Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. The amendment will be effective for reporting periods beginning after December 15, 2016. Earlier application is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-7, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The amendments affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. The update simplifies the transition to the equity method of accounting by eliminating retroactive adjustment of the investment when an investment qualifies for use of the equity method, among other things. The amendment will be effective for reporting periods beginning after December 15, 2016. Earlier application is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Under the update, all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share should exclude the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits should be classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. ASU 2016-09 also provides that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 changes the threshold to qualify for equity classification (rather than as a liability) to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. The amendment will be effective for reporting periods beginning after December 15, 2016. Earlier application is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In June, 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update 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 and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment will be effective for reporting periods beginning after December 15, 2020. The Company is evaluating the impact this amendment will have on the Company’s consolidated financial statements. In August, 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update addresses eight specific cash flow issues with the objective of reducing the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendment will be effective for reporting periods beginning after December 15, 2017. Early adoption is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements.


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In October, 2016, the FASB issued Accounting Standards Update 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. This update amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendment will be effective for reporting periods beginning after December 15, 2016. This statement is not expected to have a material impact on the Company’s consolidated financial statements. In November, 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendment will be effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. This statement is not expected to have a material impact on the Company’s consolidated financial statements. 3. Statement of Cash Flows The Company reports on a net basis its cash receipts and cash payments for time deposits accepted and repayments of those deposits, loans made to customers and principal collections on those loans. The Company uses the indirect method to present cash flows from operating activities. Other supplemental cash flow information for the years ended December 31, 2016 and 2015 is presented as follows (in thousands):

2016 2015

Cash transactions:

Interest expense paid 487$ 289$

Noncash transactions:

Net acquisition of other real estate owned 2,384$ -$


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4. Loans and Allowance for Loan Losses Loans at December 31, 2016 and 2015 consisted of the following (in thousands):

2016 2015

Real estate:Construction, land development, land 22,105$ 12,682$ Farmland 3,108 - 1-4 family residential properties 22,512 24,245 Multi-family residential 1,858 1,934 Nonfarm nonresidential owner occupied 24,334 18,150 Nonfarm nonresidential other 33,995 26,141

Total real estate 107,912 83,152

Commercial 25,782 22,031 Consumer 543 588 Other 20,219 12,670

154,456 118,441

Unearned income (448) (322) Allowance for loan losses (1,511) (1,392)

152,497$ 116,727$

At December 31, 2016 and 2015, the Company had total commercial real estate loans of approximately $82,292,000 and $58,907,000 respectively. Included in these amounts, the Company had construction, land development, and other land loans representing 99% and 64% of total risk based capital at December 31, 2016 and 2015, respectively. The Company had non-owner occupied commercial real estate loans representing 273% and 205%, respectively, of total risk based capital at December 31, 2016 and 2015. Sound risk management practices and appropriate levels of capital are essential elements of a sound commercial real estate (CRE) lending program. Concentrations of CRE exposures add a dimension of risk that compounds the risk inherent in individual loans. Interagency regulatory guidance on CRE concentrations describe sound risk management practices which include board and management oversight, portfolio management, management information systems, market analysis, portfolio stress testing and sensitivity analysis, credit underwriting standards, and credit risk review functions. Management believes it has implemented these practices in order to monitor its CRE. An institution which has reported loans for construction, land development, and other land loans representing 100% or more of total risk based capital, or total non-owner occupied commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the outstanding balance of commercial real estate loan portfolio has increased by 50% or more during the prior 36 months, may be identified for further supervisory analysis by regulators to assess the nature and risk posed by the concentration.

The Company extends commercial and consumer credit primarily to customers in the state of Texas. At December 31, 2016 and 2015, the majority of the Company’s loans were collateralized with real estate. The real estate collateral provides an alternate source of repayment in the event of default by the borrower, and may deteriorate in value during the time the credit is extended. The weakening of real estate markets may have an adverse effect on the Company’s profitability and asset quality. If the Company were required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, earnings and capital could be adversely affected. Additionally, the Company has loans secured by inventory, accounts receivable, equipment, marketable securities, or other assets. The debtors’ ability to honor their contracts on all loans is substantially dependent upon the general economic conditions of the region.


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Allowance for Loan Losses An analysis of the allowance for loan losses for the years ended December 31, 2016 and 2015 is as follows (in thousands):

Beginning EndingBalance Provision Charge offs Recoveries Balance

December 31, 2016:

Real estate:Construction, land development, land 152$ 86$ -$ -$ 238$ Farmland - 33 - - 33 1-4 family residential properties 291 (49) - - 242 Multi-family residential 23 (3) - - 20 Nonfarm nonresidential owner occupied 190 72 - - 262 Nonfarm nonresidential other 313 52 - - 365

Total real estate 969 191 - - 1,160

Commercial 264 (34) - - 230 Consumer 7 (1) - - 6 Other 152 (37) - - 115

1,392$ 119$ -$ -$ 1,511$

December 31, 2015:

Real estate:Construction, land development, land 122$ 30$ -$ -$ 152$ Farmland 26 (26) - - - 1-4 family residential properties 280 11 - - 291 Multi-family residential 42 (19) - - 23 Nonfarm nonresidential owner occupied 190 - - - 190 Nonfarm nonresidential other 219 94 - - 313

Total real estate 879 90 - - 969

Commercial 426 (162) - - 264 Consumer 8 (1) - - 7 Other 79 73 - - 152

1,392$ -$ -$ -$ 1,392$


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The Company’s individual ALLL allocations are established for probable losses on specific loans. The Company’s general ALLL allocations are established based upon historical loss experience for similar loans with similar characteristics and on economic conditions and other qualitative risk factors both internal and external to the Company. Further information pertaining to the allowance for loan losses (ALLL) at December 31, 2016 and 2015 is as follows (in thousands):

GeneralIndividually General Total loans Individually Historical Other Total ALLL

December 31, 2016:

Real estate:Construction, land development, land -$ 22,105$ 22,105$ -$ -$ 238$ 238$ Farmland - 3,108 3,108 - - 33 33 1-4 family residential properties - 22,512 22,512 - - 242 242 Multi-family residential - 1,858 1,858 - - 20 20 Nonfarm nonresidential owner occupied - 24,334 24,334 - - 262 262 Nonfarm nonresidential other - 33,995 33,995 - - 365 365

Total real estate - 107,912 107,912 - - 1,160 1,160

Commercial - 25,782 25,782 - - 230 230 Consumer - 543 543 - - 6 6 Other - 20,219 20,219 - - 115 115

-$ 154,456$ 154,456$ -$ -$ 1,511$ 1,511$

December 31, 2015:

Real estate:Construction, land development, land -$ 12,682$ 12,682$ -$ -$ 152$ 152$ Farmland - - - - - - - 1-4 family residential properties - 24,245 24,245 - - 291 291 Multi-family residential - 1,934 1,934 - - 23 23 Nonfarm nonresidential owner occupied 2,297 15,853 18,150 - - 190 190 Nonfarm nonresidential other - 26,141 26,141 - - 313 313

Total real estate 2,297 80,855 83,152 - - 969 969

Commercial - 22,031 22,031 - - 264 264 Consumer - 588 588 - - 7 7 Other - 12,670 12,670 - - 152 152

2,297$ 116,144$ 118,441$ -$ -$ 1,392$ 1,392$

Loan Evaluation ALLL Allocations


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Impaired Loans Impaired loans include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. Average impaired loans during 2016 and 2015 were approximately $377,000 and $919,000, respectively. The Company had no impaired loans at December 31, 2016. The following is a summary of information pertaining to impaired loans at December 31, 2015 (in thousands):

UnpaidPrincipal With No With RelatedBalance Allowance Allowance Total Allowance

December 31, 2015:

Real estate:Construction, land development, land -$ -$ -$ -$ -$ Farmland - - - - - 1-4 family residential properties - - - - - Multi-family residential - - - - - Nonfarm nonresidential owner occupied 2,297 2,297 - 2,297 - Nonfarm nonresidential other - - - - -

Total real estate 2,297 2,297 - 2,297 -

Commercial - - - - - Agricultural - - - - - Consumer - - - - - Other - - - - -

2,297$ 2,297$ -$ 2,297$ -$

Recorded Investment

Past Due and Nonaccrual Loans The Company had no past due and nonaccrual loans at December 31, 2016. The following is a summary of past due and nonaccrual loans at December 31, 2015 is as follows (in thousands):

Total 30-89 Days Past DuePast Due Still Accruing Nonaccrual and Nonaccrual

December 31, 2015:

Real estate:Construction, land development, land -$ -$ -$ -$ Farmland - - - - 1-4 family residential properties - - - - Multi-family residential - - - - Nonfarm nonresidential owner occupied - - 2,297 2,297 Nonfarm nonresidential other - - - -

Total real estate - - 2,297 2,297

Commercial - - - - Agricultural - - - - Consumer - - - - Other - - - -

-$ -$ 2,297$ 2,297$

Past Due 90 Days or More

Approximately $20,000 and $82,000 of additional interest would have been recognized on nonaccrual impaired loans if the loans had been on accrual status during 2016 and 2015, respectively.


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Troubled Debt Restructurings The restructuring of a loan is considered a troubled debt restructuring (TDR) if both the borrower is experiencing financial difficulties and the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. The Company had no TDR’s during the periods ended December 31, 2016 and 2015. Credit Quality Information The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. The Company uses the following definitions for risk ratings:

Pass Loans classified as pass are loans with low to average risk. Special Mention

Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard

Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful

Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, 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.


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As of December 31, 2016 and 2015, based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):

Special Pass Mention Substandard Doubtful Total

December 31, 2016:

Real estate:Construction, land development, land 22,105$ -$ -$ -$ 22,105$ Farmland 3,108 - - - 3,108

1-4 family residential properties 22,512 - - - 22,512 Multi-family residential 1,858 - - - 1,858 Nonfarm nonresidential owner occupied 24,334 - - - 24,334 Nonfarm nonresidential other 33,995 - - - 33,995

Total real estate 107,912 - - - 107,912

Commercial 24,253 701 828 - 25,782 Consumer 507 - 36 - 543 Other 20,219 - - - 20,219

152,891$ 701$ 864$ -$ 154,456$

December 31, 2015:

Real estate:Construction, land development, land 12,682$ -$ -$ -$ 12,682$ Farmland - - - - -

1-4 family residential properties 24,245 - - - 24,245 Multi-family residential 1,934 - - - 1,934 Nonfarm nonresidential owner occupied 14,755 - 3,395 - 18,150 Nonfarm nonresidential other 26,141 - - - 26,141

Total real estate 79,757 - 3,395 - 83,152

Commercial 20,961 1,052 18 - 22,031 Consumer 573 15 - - 588 Other 12,670 - - - 12,670

113,961$ 1,067$ 3,413$ -$ 118,441$


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5. Bank Premises and Equipment Bank premises and equipment at December 31, 2016 and 2015 consisted of the following (in thousands):

2016 2015

Leasehold improvements 148$ 146$ Furniture, fixtures and equipment 483 453

631 599

Accumulated depreciation (510) (495)

121$ 104$

The Company leases its bank premises under a non-cancelable operating lease. Rental expense totaled approximately $118,000 and $116,000 for the years ended December 31, 2016 and 2015, respectively. Pursuant to the terms of non-cancelable lease agreements in effect at December 31, 2016 to banking premises, future minimum rent commitments under operating leases are as follows (in thousands):

Year Amount

2017 119$ 2018 167 2019 170 2020 174 2021 177

Thereafter 428

1,235$


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6. Deposits Deposits at December 31, 2016 and 2015 are summarized as follows (in thousands):

2016 2015Amount Percent Amount Percent

Noninterest bearing demand accounts 86,554$ 45.2 71,870$ 47.7 Interest bearing demand accounts 5,745 3.0 4,056 2.7 Savings accounts 633 0.3 543 0.4 Limited access money market accounts 86,055 44.9 70,002 46.5 Certificates of deposit, $250,000 or less 3,293 1.7 2,239 1.5 Certificates of deposit, greater than $250,000 9,388 4.9 1,857 1.2

191,668$ 100.0 150,567$ 100.0

The Company had no brokered deposits at December 31, 2016 and 2015. At December 31, 2016 and 2015, the Company had approximately $34,403,000 and $32,107,000, respectively, in deposits from its three largest depositors. At December 31, 2016, scheduled maturities of certificates of deposit are as follows (in thousands):

Amount

Less than one year 11,911$ One to three years 650 Over three years 120

12,681$

7. Unsecured Adjustable Rate Senior Debentures

On September 15, 2011, the Company completed a $1,500,000 investment transaction under the Small Business Lending Fund program (SBLF program). The SBLF Program is a voluntary program authorized under the Small Business Jobs Act of 2010 which established a $30 billion fund from which the Treasury can make capital investments in eligible institutions; the capital investments, in turn, are designed to increase the availability of credit for small business and promote economic growth by providing capital to qualified community banks at favorable rates. Simultaneously with its closing of the SBLF Program transaction during 2011, the Company contributed the SBLF Program investment proceeds to its subsidiary, Liberty Capital Bank, as Tier 1 capital to the Bank.

In the SBLF Program transaction, the Company issued to the Secretary of the Treasury $1,500,000 of unsecured adjustable rate senior debentures (Debentures). The Debentures pay cumulative quarterly interest and may be redeemed at any time at the option of the issuer, subject to the approval of the appropriate federal banking agency, and have a maturity date of September 15, 2021. For the initial 2.5 years after the SBLF Program investment, the interest rate payable on the Debentures fluctuates between 1.5% and 7.7% per year to reflect changes in the Bank’s level of “qualified small business lending” as compared to an initial baseline level. Following this initial period and continuing through 4.5 years after the SBLF Program investment, the interest rate will be fixed at between 1.5% and 10.8% based on the Bank’s qualified small business lending at that time, as compared to the initial baseline; however, the increase to 10.8% occurs only if the Bank’s rate of small business lending remains the same or decreases relative to the baseline. At the expiration of the 4.5 years the rate will increase to 13.8%. Based on the Bank’s initial level of small business lending compared to the baseline, the SBLF Program carried a blended interest rate of approximately 1.5%. The Company redeemed their subordinated debentures in March 2016.


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8. Other Borrowings Note Payable During March 2015, the Company borrowed $2,000,000 from Texas Heritage Bank at a fixed interest rate of 4.514% with principal and interest due monthly with a maturity date of March 31, 2025; secured by the common stock of Liberty Capital Bank. During March 2016, the Company borrowed an additional $1,500,000 from Texas Heritage Bank at a variable rate of the Wall Street Journal Prime Rate plus 0.25% (4.00% at December 31, 2016), with interest due monthly and principal due at maturity on October 31, 2018. The borrowing is secured by the stock of Liberty Capital Bank. The funds were used to redeem the SBLF subordinated debentures referred to in Note 7. At December 31, 2016, scheduled maturities are as follows (in thousands):

Year Amount

2017 175$ 2018 1,683 2019 192 2020 200 2021 210 Thereafter 753

3,213$

Federal Home Loan Bank The Company has unused borrowing capacity with the FHLB of approximately $62,218,000 at December 31, 2016. Other The Company had unused federal fund lines available from commercial banks of $14,000,000 at December 31, 2016. Additionally, the Company had unused federal fund lines available from the Federal Reserve Bank of approximately $3,028,000 at December 31, 2016, secured by certificates of deposits held in other banks.


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9. Commitments and Contingencies From time to time the Company is involved in legal actions arising from normal business activities. Management believes that these actions are without merit or that the ultimate liability, if any, resulting from them will not materially affect the financial position or results of operations of the Company. The Company does not anticipate any material losses as a result of commitments and contingent liabilities. 10. Financial Instruments 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 commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. 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 and standby letters of credit is represented by the contractual 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. At December 31, 2016 and 2015, the approximate amounts of these financial instruments were as follows (in thousands):

2016 2015Financial instruments whose contract amounts

represent credit risk:Commitments to extend credit 42,320$ 38,186$ Standby letters of credit 149 -

42,469$ 38,186$

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company’s policy for obtaining collateral and the nature of such collateral is essentially the same as that involved in making commitments to extend credit. Although the maximum exposure to loss is the amount of such commitments, management currently anticipates no material losses from such activities. 11. Significant Group Concentrations of Credit Risk The distribution of commitments to extend credit approximates the distribution of loans outstanding. Commercial and standby letters of credit were granted primarily to commercial borrowers. The contractual amounts of credit related financial instruments such as commitments to extend credit and letters of credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer default, and the value of any existing collateral become worthless. At December 31, 2016, the Company has a concentration of funds on deposit in excess of federally insured limits at certain independent correspondent banks. The nature of the Company’s business requires that it maintain amounts at due from banks which, at times, may exceed federally insured limits. The Company has not experienced any losses from such accounts.


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12. Related Party Transactions In the ordinary course of business, the Company has and expects to continue to have transactions, including borrowings, with its officers, directors and their affiliates. In the opinion of management, such transactions are on the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with unaffiliated persons. At December 31, 2016 and 2015, the aggregate amount of such loans was approximately $4,092,000 and $2,726,000, respectively. During 2016, approximately $1,469,000 in new loans were made and repayments totaled approximately $103,000. Related party deposits of approximately $24,066,000 and $18,870,000 are included in the Company’s three largest depositors referred to in Note 6. 13. Fair Value Disclosures The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either

directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein.

The Company had no financial assets measured at fair value on a recurring basis at December 31, 2016 and 2015.


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Certain financial and non-financial assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table summarizes financial assets and non-financial assets, measured at fair value on a non-recurring basis as of December 31, 2016 and 2015, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

Total FairLevel 1 Level 2 Level 3 Value

December 31, 2016:

Financial assets - impaired loans -$ -$ -$ -$

Other real estate owned - 2,247 - 2,247

December 31, 2015:

Financial assets - impaired loans -$ -$ 2,297$ 2,297$ During the year ended December 31, 2015 certain impaired loans were remeasured and reported at fair value of the underlying collateral. For the year ended December 31, 2015 impaired loans with a carrying value of $2,297,000 with no specific valuation allowance allocations, were based on collateral valuations utilizing Level 3 valuation inputs. The Company had no impaired loans at December 31, 2016. Foreclosed assets are valued at the time the loan is foreclosed upon and the asset is transferred to other real estate owned. The value is based primarily on third-party appraisals, less estimated costs to sell. Appraisals based upon comparable sales result in a Level 2 classification while appraisals based upon expected cash flows of the property result in a Level 3 classification. The appraisals are generally discounted based on management's historical knowledge, changes in market conditions from the time of valuation, and/or management's expertise and knowledge of the customer and customer's business. Other real estate owned is reviewed and evaluated on at least an annual basis for additional impairment and adjusted accordingly, based on the same factors identified above. During the year ended December 31, 2016, there were acquisitions of other real estate owned of approximately $2,384,000, respectively. During 2016, there were write-downs of other real estate owned of approximately $137,000. The Company had no foreclosed assets at December 31, 2015.


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Following is a table that summarizes the fair values of all financial instruments of the Company at December 31, 2016 and 2015, followed by methods and assumptions that were used by the Company in estimating the fair value of the classes of financial instruments not covered by FASB ASC Topic 820. The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The estimated fair values of the Company’s financial instruments at December 31, 2016 and 2015 were as follows (in thousands):

Total Estimated Fair Value

CarryingAmount Level 1 Level 2 Level 3

December 31, 2016:

Financial assets:Cash and cash equivalents 27,653$ 27,653$ -$ -$ Investments in certificates of deposit

in other banks 28,412 28,184 - - Loans 152,497 - - 152,260 Accrued interest receivable 365 365 - -

Financial liabilities:Deposits 191,668 - - 191,659 Other borrowings 3,213 - 3,213 - Accrued interest payable 35 35 - -

Off-balance sheet financial instruments:Commitments to extend credit - - - - Standby letters of credit and financial guarantees - - - -

December 31, 2015:

Financial assets:Cash and cash equivalents 23,646$ 23,646$ -$ -$ Investments in certificates of deposit

in other banks 27,417 27,444 - - Loans 116,727 - - 116,632 Accrued interest receivable 317 317 - -

Financial liabilities:Deposits 150,567 - - 150,567 Unsecured adjustable rate senior debentures 1,500 - 1,500 Other borrowings 1,880 - 1,880 - Accrued interest payable 7 7 - -

Off-balance sheet financial instruments:Commitments to extend credit - - - - Standby letters of credit and financial guarantees - - - -


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The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalents The carrying amounts of cash and short term instruments approximate their fair value. Investments in certificates of deposit in other banks Fair values of interest bearing deposits with a maturity greater than ninety days are estimated using discounted cash flow analyses based on the Company’s current incremental investing rates for similar types of investment arrangements. Loans For variable-rate loans that reprice frequently and have no significant changes in credit risk, fair values are based on carrying values. Fair values for certain fixed-rate mortgage loans (for example, one-to-four family residential) and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for fixed-rate commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Deposits The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit (CD’s) approximate their fair values at the reporting date. Fair values for fixed-rate CD’s are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Unsecured adjustable senior debentures For adjustable rate borrowings that reprice frequently fair values are based upon carrying values. Other borrowings The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Accrued interest The carrying amounts of accrued interest approximate their fair values. Off-balance sheet instruments Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standings. 14. Stock Warrants At December 31, 2016 and 2015, certain directors and officers had outstanding warrants to purchase 60,000 shares of the Company’s common stock for $10 per share. The warrants were immediately vested upon issuance in 2008 and expire in October, 2018.


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15. Stock Options The Company has established a non-qualified stock option plan (Option Plan) which allows for issuance of up to 103,000 shares of the Company’s common stock. Under the Option Plan, options are to be granted to certain key employees of the Company. The Option Plan is administered by the Board of Directors. The stock options (options) become exercisable on a pro rata annual basis over a four-year period and expire ten years from the date of the grant. As discussed in Note 1 to the financial statements, the Company measures stock compensation cost using the fair value of an award on the grant date and recognizes this cost over the service (vesting) period. The Company recognized no significant compensation expense in 2016 and 2015. A summary of option activity under the Option Plan as of December 31, 2016 and 2015, and changes during the years then ended is as follows:

2016 2015

Shares Under Option Price Shares Under Option Price

Option Per Share Option Per Share

Outstanding at beginning of year 69,500 $10.00 - $15.00 82,750 $10.00 - $15.00

Granted during the year - - - -

Exercised during the year (5,750) 10.00$ (13,250) 10.00 - 13.00

Forfeited during the year - - - -

Outstanding at the end of year 63,750 $10.00 - $15.00 69,500 $10.00 - $15.00

Options exercisable 63,000 67,250

Weighted average remaining

contractual life 2.95 3.92

A summary of the status of the Company’s nonvested shares at December 31, 2016 and 2015, and changes during the years then ended is as follows:

2016 2015

Weighted- Weighted-

Average Average

Grant Date Grant Date

Shares Fair Value Shares Fair Value

Nonvested at January 1 2,250 0.09$ 3,750 0.08$

Granted during the year - - - -

Vested during the year (1,500) 0.07 (1,500) 0.07

Forfeited during the year - - - -

Nonvested at December 31 750 0.14$ 2,250 0.09$


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16. Stockholders’ Equity and Regulatory Matters The Bank is subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Bank on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2016 and 2015, the Bank meets all capital adequacy requirements to which it is subject. Prompt corrective action regulations for banking institutions 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, 2016, the most recent regulatory notifications categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category. Additionally, Basel III added a 2.5% “capital conservation buffer” which was designed for banking institutions to absorb losses during periods of economic stress. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019). Banking institutions with capital ratios below the minimum for capital adequacy purposes plus the capital conservation buffer will face constraints on dividends, equity repurchases and executive compensation relative to the amount of the shortfall. Actual and required capital amounts and ratios at December 31, 2016 and 2015 are presented below (in thousands):

ActualAmount Ratio Amount Ratio Amount Ratio Amount Ratio

December 31, 2016:Total capital to risk

weighted assets 22,348$ 13.96% 12,804$ 8.00% 13,804$ 8.625% 16,005$ 10.00%

Tier 1 (core) capital to risk weighted assets 20,837 13.02% 9,603 6.00% 10,603 6.625% 12,804 8.00%

Common Tier 1 (CET1) 20,837 13.02% 7,202 4.50% 8,203 5.125% 10,403 6.50%

Tier 1 (core) capital toaverage assets 20,837 9.78% 8,521 4.00% 8,521 4.000% 10,651 5.00%

December 31, 2015:Total capital to risk

weighted assets 19,842$ 15.72% 10,101$ 8.00% NA NA 12,626$ 10.00%

Tier 1 (core) capital to risk weighted assets 18,450 14.61% 7,576 6.00% NA NA 10,101 8.00%

Common Tier 1 (CET1) 18,450 14.61% 5,682 4.50% NA NA 8,207 6.50%

Tier 1 (core) capital toaverage assets 18,450 9.73% 7,582 4.00% NA NA 9,478 5.00%

Plus Capital Conservation Buffer

for CapitalMinimum Required

Adequacy Purposes

Minimum to be Well Capitalized underPrompt CorrectiveAction Provisions

Minimum for CapitalAdequacy Purposes

17. Subsequent Event On January 13, 2017, 38,000 shares of common stock were issued through the exercise of stock options. Total proceeds from the issuance of the stock were approximately $455,000.

5952 Royal Lane • Suite 158 • Dallas, TX 75230 • 214 / 363-9927 • Fax 214 / 363-9980

Independent Auditor’s Report

On Additional Information

The Board of Directors Liberty Capital Bancshares, Inc. and Subsidiary Addison, Texas We have audited the consolidated financial statements of Liberty Capital Bancshares, Inc. and Subsidiary as of and for the year ended December 31, 2016, and have issued our report thereon dated March 10, 2017 which contained an unmodified opinion on those consolidated financial statements. Our audit was performed for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 30 and 31 is presented for the purpose of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

March 10, 2017


See description of consolidating entries on page 32 and accompanying independent auditors’ report on additional information.

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Consolidating Balance Sheet

December 31, 2016

(In Thousands)

Liberty Capital Liberty CapitalBancshares, Inc. Bank Eliminations Consolidated

ASSETS

Cash and cash equivalents 3$ 27,653$ (3)$ (b) 27,653$ Investments in certificates of deposit in other banks - 28,412 - 28,412 Investment in subsidiary 20,837 - (20,837) (a) - Loans - 152,497 - 152,497 Bank premises and equipment - 121 - 121 Other real estate owned - 2,247 - 2,247 Other assets 50 2,076 - 2,126

20,890$ 213,006$ (20,840)$ 213,056$

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:Noninterest bearing -$ 86,557$ (3)$ (b) 86,554$ Interest bearing - 105,114 - 105,114

Total deposits - 191,671 (3) 191,668

Other borrowings 3,213 - - 3,213

Other liabilities - 498 - 498

Commitments and contingencies - - - -

Stockholders' equity:Common stock 1,060 5,150 (5,150) (a) 1,060 Paid-in capital 9,962 8,885 (8,885) (a) 9,962 Retained earnings 6,655 6,802 (6,802) (a) 6,655

Total stockholders' equity 17,677 20,837 (20,837) 17,677

20,890$ 213,006$ (20,840)$ 213,056$


See description of consolidating entries on page 32 and accompanying independent auditors’ report on additional information.

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Consolidating Statement of Income and Comprehensive Income

For the Year Ended December 31, 2016

(In Thousands)

Liberty Capital Liberty CapitalBancshares, Inc. Bank Eliminations Consolidated

Interest income:Interest and fees on loans -$ 6,755$ -$ 6,755$ Interest on deposits in other banks - 677 - 677 Other - 13 - 13

Total interest income - 7,445 - 7,445

Interest expense:Interest on deposit accounts - 204 - 204 Other 134 177 - 311

Total interest expense 134 381 - 515

Net interest income (expense) (134) 7,064 - 6,930

Provision for loan losses - 119 - 119

Net interest income (expense) after provision for loan losses (134) 6,945 - 6,811

Noninterest income:Service charges on deposit accounts - 81 - 81 Dividends from subsidiaries 933 - (933) (c) - Undistributed earnings of subsidiaries 2,387 - (2,387) (c) - Other 1 16 - 17

Total noninterest income 3,321 97 (3,320) 98

Noninterest expense:Salaries and employee benefits - 2,396 - 2,396 Occupancy - 200 - 200 Writedown of other real estate owned - 137 - 137 Other - 989 - 989

Total noninterest expense - 3,722 - 3,722

Net income 3,187 3,320 (3,320) 3,187

Other comprehensive income - - - -

Total comprehensive income 3,187$ 3,320$ (3,320)$ 3,187$


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Description of Consolidating Entries

For the Year Ended December 31, 2016

(a) To eliminate the parent company’s investment account against the stockholder’s equity accounts of the subsidiary.

(b) To eliminate intercompany cash and deposits.

(c) To eliminate dividends and undistributed earnings from subsidiary.

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