Citizens Community Bancorp Inc. (Form: 10-KT, Received: 03/08/2019 16:14:08)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)



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

For the fiscal year ended _______



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

For the transition period from October 1, 2018 to December 31, 2018

Commission file number 001-33003

CITIZENS COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)



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

2174 EastRidge Center, Eau Claire, WI 54701

(Address of principal executive offices)

715-836-9994

(Registrant’s telephone number, including area code)

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




Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share		NASDAQ Global Market ^SM

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

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

Act. ¨

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

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the closing price as of June 30, 2018, was approximately $79.0 million.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

At March 8, 2019 there were 10,990,991 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2019 Annual Meeting of the Stockholders of the Registrant are incorporated by reference into Part III of this report.

CITIZENS COMMUNITY BANCORP, INC.

FORM 10-K

December 31, 2018

TABLE OF CONTENTS



			Page Number
PART I			5
	ITEM 1.	BUSINESS	6
	ITEM 1A.	RISK FACTORS	14
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	22
	ITEM 2.	PROPERTIES	23
	ITEM 3.	LEGAL PROCEEDINGS	23
	ITEM 4.	MINE SAFETY DISCLOSURES	23
PART II			23
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	23
	ITEM 6.	SELECTED FINANCIAL DATA	25
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	62
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	128
	ITEM 9A.	CONTROLS AND PROCEDURES	128
	ITEM 9B.	OTHER INFORMATION	128
PART III			128
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	129
	ITEM 11.	EXECUTIVE COMPENSATION	129
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	129
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	129
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	129
PART IV			130
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	130
		SIGNATURES	133

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

Explanatory Note Regarding this Transition Report

On September 25, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31, commencing December 31, 2018. In addition, on September 25, 2018, the Board of Directors of the Bank, also adopted resolutions to amend the Bank’s bylaws to change the Bank’s fiscal year end from September 30 to December 31, commencing December 31, 2018. The transition period for this Transition Report on Form 10-K is for the three months ended December 31, 2018 (which we sometimes refer to in this Transition Report as the "transition period").

In this Transition Report, our fiscal years are identified according to the calendar year in which they historically ended (e.g., the fiscal years ended September 30, 2018 is referred to as "fiscal 2018," September 30, 2017 is referred to as "fiscal 2017", as if we had not changed our fiscal year to a calendar year on September 25, 2018 (effective December 31, 2018).

Forward-Looking Statements

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

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


•	conditions in the financial markets and economic conditions generally;


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


•	interest rate risk;


•	lending risk;


•	the sufficiency of loan allowances;


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


•	competitive pressures among depository and other financial institutions;


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


•	our ability to maintain or increase our market share;


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


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


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


•	disintermediation risk;


•	our inability to obtain needed liquidity;


•	risks related to the success of the F&M Merger and integration of F&M into the Company’s operations;


•	the risk that the F&M Merger may be more difficult, costly or time consuming or that the expected benefits are not realized;


•	the risk that the combined company may be unable to retain the Company and/or F&M personnel successfully after the F&M Merger is completed;


•	the risk that regulatory approvals needed effect the F&M Merger may not be received, may take longer than expected or may impose unanticipated conditions;


•	the possibility that the F&M Merger Agreement may be terminated in accordance with its terms and may not be completed in the anticipated timeframe or at all;


•	the risk that if the F&M Merger were not completed it could negatively impact the stock price and the future business and financial results of the Company;


•	the transaction and merger-related costs in connection with the F&M Merger;


•	litigation relating to the F&M Merger, which could require the Company and F&M to incur significant costs and suffer management distraction, as well as delay and/or enjoin the F&M Merger;


•	our ability to successfully execute our acquisition growth strategy;


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


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


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


•	our ability to attract and retain key personnel;


•	our ability to keep pace with technological change;


•	cybersecurity risks;


•	changes in federal or state tax laws;


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


•	restrictions on our ability to pay dividends; and


•	the potential volatility of our stock price.

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

PART 1

ITEM 1. BUSINESS

General

Citizens Community Bancorp, Inc. (the "Company") is a Maryland corporation organized in 2004. The Company is a bank holding company and is subject to regulation by the Office of the Comptroller of the Currency (“OCC”) and by the Federal Reserve Bank. Our primary activities consist of holding the stock of our wholly-owned subsidiary bank, Citizens Community Federal N.A. (the "Bank"), and providing commercial, agricultural and consumer banking activities through the Bank. At December 31, 2018 , we had approximately $1.3 billion in total assets, $1.0 billion in deposits, and $138 million in equity. Unless otherwise noted herein, all monetary amounts in this report, other than share, per share and capital ratio amounts, are stated in thousands.

Citizens Community Federal N.A.

The Bank is a federally chartered National Bank serving customers in Wisconsin and Minnesota through 26 full-service branch locations, along with one branch in Michigan for which the Company has a signed agreement to sell, as of December 31, 2018 . Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato markets in Minnesota, and various rural communities around these areas. The Bank offers traditional community banking services to businesses, Agricultural operators and consumers, including one-to-four family residential mortgages, as well as expanded services through Wells Insurance Agency, Inc..

Acquisitions

On January 21, 2019, the Company and F&M Merger Sub, Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger (the “F&M Merger Agreement”) with F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation ("F&M"), whereby the Company will acquire F&M and its wholly owned subsidiary, Farmers & Merchants Bank (“F&M Bank”), in a cash and stock transaction. Under the F&M Merger Agreement, Merger Sub will merge with and into F&M, with F&M continuing as the surviving entity (the “F&M Merger”), and, immediately thereafter, F&M will merge with and into the Company, with the Company continuing as the surviving entity. Immediately following the closing of the F&M Merger, F&M Bank will merge with and into the Bank, with the Bank surviving the bank merger. In the F&M Merger, F&M shareholders will receive for each share of F&M common stock consideration of (i) a pro rata portion of the aggregate cash consideration of approximately $18.2 million based on the number of shares of F&M common stock, subject to adjustment as provided in the F&M Merger Agreement, and (ii) 1.335 shares of the Company’s common stock, subject to a pricing collar adjustment in certain circumstances based on the price of the Company’s common stock at the effective time as provided in the F&M Merger Agreement. The transaction is subject to approval by F&M shareholders, regulatory approval and satisfaction of other customary closing conditions and is expected to be completed in the second quarter of 2019. See Note 19, "Subsequent Events" for additional information.

On December 3, 2018, the Bank entered into a Purchase and Assumption Agreement with Lake Michigan Credit Union providing for the sale of the Bank's one branch located in Rochester Hills, MI. The purchase of the branch is subject to regulatory approval and satisfaction of customary closing conditions and is expected to be completed in the second quarter of 2019.

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

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

Capital Raising Transactions

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

On September 28, 2018, each share of Series A Preferred Stock was mandatorily converted into 10 shares of common

stock following receipt of stockholder approval of the issuance of the 5,000,000 shares of common stock.

Internet Website

We maintain a website at www.ccf.us. We make available through that website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports or documents, as soon as reasonably practicable after we electronically file those materials with, or furnish them to, the Securities and Exchange Commission (“SEC”). We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Transition Report on Form 10-K. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants.

Selected Consolidated Financial Information

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

Yields Earned and Rates Paid

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

Rate/Volume Analysis

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

Average Balance, Interest and Average Yields and Rates

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

Lending Activities

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

Our total gross outstanding loans, before net deferred loan costs and unamortized discounts on acquired loans, as of December 31, 2018 , were $999,433 , consisting of $536,065 in commercial agricultural real estate loans, $148,754 in commercial/agricultural non-real estate loans, $222,809 in residential real estate loans and $91,805 in consumer non-real estate loans. See Item 7; “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, under the heading “Balance Sheet Analysis” for further analysis of our loan portfolio.

Investment Activities

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

Deposits and Other Sources of Funds

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

Deposits. We offer a broad range of deposit products through our branches, including demand deposits, various savings and money-market accounts and certificates of deposit. Deposits are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”) up to statutory limits. At December 31, 2018 , our total deposits were $1,007,512 including interest bearing deposits of $852,107 and non-interest bearing deposits of $155,405.

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

Competition

We compete with other financial institutions and businesses both in attracting and retaining deposits and making loans in all of our principal markets. We believe the primary factors in competing for deposits are interest rates, personalized services, the quality and range of financial services, technology, convenient locations and office hours, and alternative delivery systems. One such delivery system is remote deposit capture for those commercial customers that are not conveniently located near one of our branches or mobile banking for retail customers. Competition for deposit products comes primarily from other banks, credit unions and non-bank competitors, including insurance companies, money market and mutual funds, and other investment

alternatives. We believe the primary factors in competing for loans are interest rates, loan origination fees, and the quality and the range of lending services. Successful loan originations tend to depend not only on interest rate and terms of the loan but also on being responsive and flexible to the customer's needs. Competition for loans comes primarily from other banks, mortgage banking firms, credit unions, finance companies, leasing companies and other financial intermediaries. Some of our competitors are not subject to the same degree of regulation as that imposed on national banks or federally insured institutions, and these other institutions may be able to price loans and deposits more aggressively. We also face direct competition from other banks and their holding companies that have greater assets and resources than ours. However, we have been able to compete effectively with other financial institutions by building customer relationships with a focus on small-business solutions, including internet and mobile banking, electronic bill pay and remote deposit capture.

Regulation and Supervision

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

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

Securities Regulation and Listing

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

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

Sarbanes-Oxley Act .

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

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

The Dodd-Frank Act

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

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

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

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

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

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

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

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

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

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

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

2018 Regulatory Reform

In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”), was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act. While the EGRRCPA maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for large banks with assets of more than $50 billion. Many of these changes could result in meaningful regulatory relief for community banks such as the Bank.

The EGRRCPA, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent. Any qualifying depository institution or its holding company that exceeds the “community bank leverage ratio” will be considered to have met generally applicable leverage and risk-based regulatory capital requirements and any qualifying depository institution that exceeds the new ratio will be considered to be “well capitalized” under the prompt corrective action rules. The EGRRCPA also expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy Statement” (the “HC Policy Statement”) by raising the maximum amount of assets a qualifying holding company may have from $1 billion to $3 billion. This expansion also excludes such holding companies from the minimum capital requirements of the Dodd-Frank Act. In addition, the EGRRCPA includes regulatory relief for community banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans.

Section 201 of the EGRRCPA requires the Federal banking agencies to promulgate a rule establishing a new “Community Bank Leverage Ratio” of 8%-10% for depository institutions and depository institution holding companies, including banks and bank holding companies, with less than $10 billion in total consolidated assets. If such a depository institution or holding company maintains tangible equity in excess of this leverage ratio, it would be deemed to be in compliance with (1) the leverage and risk-based capital requirements promulgated by the Federal banking agencies; (2) in the case of a depository

institution, the capital ratio requirements to be considered “well capitalized” under the Federal banking agencies’ “prompt corrective action” regime; and (3) “any other capital or leverage requirements” to which the depository institution or holding company is subject, in each case unless the appropriate Federal banking agency determines otherwise based on the particular institution’s risk profile. In carrying out these requirements, the Federal banking agencies are required to consult with State banking regulators and notify the applicable State banking regulator of any qualifying community bank that exceeds or no longer exceeds the Community Bank Leverage Ratio.

It is difficult at this time to predict when or how any new standards under the EGRRCPA will ultimately be applied to us or what specific impact the EGRRCPA and the yet-to-be-written implementing rules and regulations will have on community banks.

Capital Adequacy

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

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

In addition to the minimum risk-based capital and leverage ratios, banking organizations must maintain a “capital conservation buffer” consisting of CET1 in an amount equal to 2.5% of risk-weighted assets in order to avoid restrictions on their ability to make capital distributions and to pay certain discretionary bonus payments to executive officers. In order to avoid those restrictions, the capital conservation buffer effectively increases the minimum CET1 capital, Tier 1 capital, and

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

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

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

Bank Holding Company Regulation

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

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

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

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

Bank Regulation

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

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

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

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

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

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

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

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

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

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

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

As a member, the Bank is required to purchase and maintain stock in the FHLB of Chicago based on activity and membership requirements. As of December 31, 2018, the Bank had $5,558 in FHLB stock, which was in compliance with this requirement. The Bank receives dividends on its FHLB stock.

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

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

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

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

Tax Cuts and Jobs Act

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

Effects of Government Monetary Policy

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

Employees

At March 4, 2019, we had 238 full-time employees and 265 total employees, company-wide. We have no unionized employees, and we are not subject to any collective bargaining agreements.

ITEM 1A. RISK FACTORS

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

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

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

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

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

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

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

Our allowance for loan losses may be insufficient. To address risks inherent in our loan portfolio, we maintain an allowance for loan losses that represents management’s best estimate of probable losses that exist within our loan portfolio. The level of the allowance reflects management’s continuing evaluation of various factors, including specific credit risks, historical loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, and unidentified losses inherent in the current loan portfolio. Determining the appropriate level of the allowance for loan losses involves a high degree of subjectivity and requires us to make estimates of significant credit risks, which may undergo material changes. In evaluating our impaired loans, we assess repayment expectations and determine collateral values based on all information that is available to us. However, we must often make subjective decisions based on our assumption about the creditworthiness of the borrowers and the values of collateral securing these loans.

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

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

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

The Financial Accounting Standards Board (“FASB”) has adopted a new accounting standard that will be effective for the Company for our first fiscal year after December 15, 2019. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses Banking regulators expect the new accounting standard will increase the allowance for loan losses. Any change in the allowance for loan losses at the time of adoption will be an adjustment to retained earnings and would change the Bank’s capital levels. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.

Changes in the fair value or ratings downgrades of our securities may reduce our stockholders’ equity, net earnings, or regulatory capital ratios. At December 31, 2018 , $146,725 of our securities, were classified as available for sale and $4,850 were classified as held to maturity. The estimated fair value of our available for sale securities portfolio may increase or decrease depending on market conditions. Our available for sale securities portfolio is comprised of fixed-rate, and to a lessor extent, floating rate securities. We increase or decrease stockholders’ equity by the amount of the change in unrealized gain or loss (the difference between the estimated fair value and amortized cost) of our available for sale securities portfolio, net of the related tax benefit or provision, under the category of accumulated other comprehensive income/loss. Therefore, a decline in the estimated fair value of this portfolio will result in a decline in our reported stockholders’ equity, as well as our book value per common share and tangible book value per common share. This decrease will occur even though the securities are not sold. In the case of debt securities, if these securities are never sold, the decrease may be recovered over the life of the securities.

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

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

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

Competition may affect our results. We face strong competition in originating loans, in seeking deposits and in offering other banking services. We compete with commercial banks, trust companies, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. Our market area is also served by commercial banks and savings associations that are substantially larger than us in terms of deposits and loans and have greater human and financial resources. This competitive climate can make it difficult to establish, maintain and retain relationships with new and existing customers and can lower the rate we are able to charge on loans, increase the rates we must offer on deposits, and affect our charges for other services. Those factors can, in turn, adversely affect our results of operations and profitability.

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

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

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

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

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

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

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

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

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

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

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

The success of the F&M Merger and integration of F&M into the Company’s operations will depend on a number of uncertain factors. The success of the F&M Merger will depend on a number of factors, including, without limitation:

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

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

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

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

Integrating the acquired operations will be a significant undertaking, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. No assurance can be given that the Company will be able to integrate the acquired operations successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect the Company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the F&M Merger. The Company may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition. Additionally, no assurance can be given that the

operation of the acquired branches will not adversely affect the Company’s existing profitability, that the Company will be able to achieve results in the future similar to those achieved by its existing banking business, or that the Company will be able to manage any growth resulting from the F&M Merger effectively.

Combining the Company and F&M may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the F&M Merger may not be realized. The Company and F&M have operated and, until the completion of the F&M Merger, will continue to operate, independently. The success of the F&M Merger, including anticipated benefits and cost savings, will depend, in part, on the Company’s ability to successfully combine and integrate the businesses of the Company and F&M in a manner that permits growth opportunities, and does not materially disrupt existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, or inconsistencies in standards, controls, procedures, and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors, and employees or to achieve the anticipated benefits and cost savings of the F&M Merger. The loss of key employees could adversely affect the Company’s ability to successfully conduct its business, which could have an adverse effect on the Company’s financial results and the value of its common stock. If the Company experiences difficulties with the integration process and attendant systems conversion, the anticipated benefits of the F&M Merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause the Company and/or F&M to lose customers or cause customers to remove their accounts from the Company and/or F&M and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of the Company and F&M during this transition period and for an undetermined period after completion of the F&M Merger on the combined company. In addition, the actual cost savings of the F&M Merger could be less than anticipated.

The combined company may be unable to retain the Company and/or F&M personnel successfully after the F&M Merger is completed. The success of the F&M Merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by the Company and F&M. It is possible that these employees may decide not to remain with the Company or F&M, as applicable, while the F&M Merger is pending or with the combined company after the F&M Merger is completed. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating F&M to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, the Company and F&M may not be able to locate suitable replacements for any key employees who leave either company, or to offer employment to potential replacements on reasonable terms.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the F&M Merger. Before the F&M Merger and the bank merger may be completed, various approvals must be obtained from bank regulatory and other governmental authorities. The requisite approvals of the Wisconsin Department of Financial Institutions, the OCC and the Federal Reserve have not been obtained. In determining whether to grant these approvals, the regulatory authorities consider a variety of factors, including the regulatory standing of each party, the effect of the F&M Merger on competition within their relevant jurisdiction and other factors. The Company cannot provide any assurance that any conditions, terms, obligations or restrictions imposed by regulators will not result in the delay or abandonment of the F&M Merger. Additionally, the completion of the F&M Merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency that would prohibit or make illegal the completion of the F&M Merger or the bank merger.

The F&M Merger Agreement may be terminated in accordance with its terms and the F&M Merger may not be completed in the anticipated timeframe or at all. The F&M Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the F&M Merger. Those conditions include: the approval of the F&M Merger by the F&M shareholders, the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, absence of any order prohibiting completion of the F&M Merger, the absence of any event, change or development between the date of signing the F&M Merger Agreement and completion of the F&M Merger that could have a material adverse effect on F&M or the Company, the accuracy of representations and warranties under the F&M Merger Agreement (subject to the materiality standards set forth in the F&M Merger Agreement), and the Company’s and F&M’s performance of their respective obligations under the F&M Merger Agreement in all material respects. These conditions to the closing of the F&M Merger may not be fulfilled in a timely manner or at all and, accordingly, the F&M Merger may be delayed or may not be completed.

In addition, if the F&M Merger is not completed by October 31, 2019, either the Company or F&M may choose not to proceed with the F&M Merger, and the parties can mutually decide to terminate the F&M Merger Agreement at any time, before or after shareholder approval. In addition, the Company and F&M may elect to terminate the F&M Merger Agreement in certain other circumstances.

Failure to complete the F&M Merger could negatively impact the stock price and the future business and financial results of the Company. If the F&M Merger is not completed for any reason, including as a result of F&M shareholders declining to approve the F&M Merger, the ongoing business of the Company may be adversely affected and, without realizing any of the benefits of having completed the F&M Merger, the Company would be subject to a number of risks, including the following:

• the Company may experience negative reactions from the financial markets, including negative impacts on its stock price (to the extent that the current market price reflects a market assumption that the F&M Merger will be completed);

• the Company may experience negative reactions from its customers, vendors and employees;

• the Company will have incurred substantial expenses and will be required to pay certain costs relating to the F&M Merger, whether or not the F&M Merger is completed; and

• matters relating to the F&M Merger (including integration planning) will require substantial commitments of time and resources by the Company’s management, which would otherwise have been devoted to other opportunities that may have been beneficial to the Company as an independent company.

In addition to the above risks, if the F&M Merger Agreement is terminated and the Company board seeks another merger or business combination, the Company’s stockholders cannot be certain that the Company will be able to find a party willing to enter into such an arrangement.

The Company will incur significant transaction and merger-related costs in connection with the F&M Merger. The Company has incurred, and expects to continue to incur, a number of non-recurring costs associated with completing the F&M Merger, combining the operations of the two companies and achieving the desired synergies. These fees and costs have been, and will continue to be, significant. The Company will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Other significant non-recurring transaction costs related to the F&M Merger include, but are not limited to, fees paid to legal, financial and accounting advisors, as well as the costs and expenses of filing, printing and mailing the proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the F&M Merger. The Company continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the F&M Merger and the integration of the two companies’ businesses. Although the Company expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the Company to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Litigation relating to the F&M Merger could require the Company and F&M to incur significant costs and suffer management distraction, as well as delay and/or enjoin the Merger. Lawsuits may be filed that challenge the proposed transaction. If any cases are not resolved, these lawsuits could prevent or delay completion of the F&M Merger and result in significant costs to F&M and the Company, including costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the F&M Merger is completed may adversely affect the Company’s business, financial condition and results of operations.

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

Acquisition and expansion activities may disrupt our business, dilute existing stockholders and adversely affect our operating results. We recently acquired United Bank in October 2018. We acquired WFC in August 2017 and Community Bank of Northern Wisconsin ("CBN") in May 2016. On January 21, 2019, the Company and Merger Sub entered into an Agreement and Plan of Merger with F&M. The F&M Merger is expected to close during the second calendar quarter of 2019. We intend to continue to evaluate potential acquisitions and expansion opportunities in the normal course of our business. Although the integration of WFC and CBN have been successfully completed and the integration of United Bank into our

operations is proceeding well, we cannot assure you that we will be able to adequately or profitably manage the F&M Merger or any such future acquisitions. Acquiring other banks or financial service companies, such as F&M, as well as other geographic and product expansion activities, involve various risks including:

• risks of unknown or contingent liabilities;

• unanticipated costs and delays;

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

• expectations;

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

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

• require additional personnel, time and expenditures;

• exposure to potential asset quality issues with acquired institutions;

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

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

• potential disruptions to our business;

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

• potential short-term decreases in profitability; and

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

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

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

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

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

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

We may not be able to attract or retain key people. Our success depends, in part, on our ability to attract and retain key people. We depend on the talents and leadership of our executive team, including Stephen M. Bianchi, our Chief Executive Officer, and James S. Broucek, our Chief Financial Officer. Competition for the best people in most activities engaged in by us can be intense, and we may not be able to hire people or retain them. Although Mr. Bianchi and Mr. Broucek are under

employment agreements expiring in 2019 and 2020, respectively, unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our local markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

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

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

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

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

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

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

implementation of such changes could have a material adverse effect on our financial condition and results of operations.

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

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

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

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

Our shares of common stock are thinly traded and our stock price may be more volatile. Because our common stock is thinly traded, its market price may fluctuate significantly more than the stock market in general or the stock prices of similar companies, which are exchanged, listed or quoted on the NASDAQ Stock Market. We believe there are 10,511,208 shares of our common stock held by nonaffiliates as of March 8, 2019 . Thus, our common stock will be less liquid than the stock of companies with broader public ownership, and as a result, the trading prices for our shares of common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company leases its main administrative offices located at 2174 EastRidge Center, Eau Claire, WI 54701. At December 31, 2018, the Bank had a total of 27 full-service branch offices located in the Wisconsin cities of Altoona, Barron, Chippewa Falls, Eau Claire (2), Eleva, Ellsworth, Ettrick, Ladysmith, Mondovi, Osseo, Rice Lake (2), Spooner and Strum, the Minnesota cities of Albert Lea, Blue Earth, Fairmont, Faribault, Mankato, Minnesota Lake, Oakdale, Red Wing, St. James, St. Peter and Wells, and Rochester Hills, Michigan. Of these, the Bank owns 17 and leases the remaining 10 branch offices. Management believes that our current facilities are adequate to meet our present and immediately foreseeable needs. For more information on our properties and equipment, see Note 6, Office Properties and Equipment of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. For more information on our leases, see Note 11, Commitments and Contingencies of Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

None

PART II

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

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

We had approximately 514 stockholders of record at March 8, 2019 . The number of stockholders does not separately reflect persons or entities that hold their stock in nominee or “street” name through various brokerage firms. We believe that the number of beneficial owners of our common stock on that date was substantially greater.

Dividends

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

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

Purchases of Equity Securities by the Issuer

The table below shows the shares withheld from employees to satisfy tax withholding obligations during the three months ended December 31, 2018 .



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2018 - October 31, 2018	595	$	13.00	—	—
November 1, 2018 - November 30, 2018	—	$	—	—	—
December 1, 2018 - December 31, 2018	—	$	—	—	—
Total	595	$	13.00	—	—

(1) Represents shares of common stock withheld from employees to satisfy tax withholding obligations associated with the vesting of restricted stock awards.

ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth selected historical financial and other data of the Company for the years and at the dates indicated. The information at December 31, 2018, September 30, 2018 and September 30, 2017 and for the three months ended December 31, 2018, and the years ended September 30, 2018 and 2017 is derived in part from, and should be read together with, the audited consolidated financial statements and notes thereto of the Company that appear in this Transition Report on Form 10-K. The information at September 30, 2016, 2015 and 2014 and the years ended September 30, 2016, 2015 and 2014 is derived in part from audited financial statements that do not appear in this Transition Report on Form 10-K. The information below is qualified in its entirety by the detailed information included elsewhere herein and should be read along with Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8., “Financial Statements and Supplementary Data” included in this Form 10-K. See discussion of the Company’s acquisitions in Item 1., “Business”, in Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Note 2. “Acquisition” in the consolidated financial statements.



	Transition Period ended December 31,		Transition Period ended December 31,
	2018		2017
Selected Results of Operations Data:
Interest income	$	13,047	$	9,412
Interest expense	3,007		1,885
Net interest income	10,040		7,527
Provision for loan losses	950		100
Net interest income after provision for loan losses	9,090		7,427
Fees and service charges	1,790		1,236
Other non-interest income	736		703
Non-interest income	2,526		1,939
Non-interest expense	9,794		7,143
Income before provision for income taxes	1,822		2,223
Income tax provision	561		883
Net income	$	1,261	$	1,340
Per Share Data: (1)
Net income per share (basic) (1)	$	0.12	$	0.23
Net income per share (diluted) (1)	$	0.12	$	0.23
Cash dividends per common share	$	—	$	—
Book value per share at end of period	$	12.62	$	12.65
Tangible book value per share at end of period	$	9.03	$	9.98



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Transition Period ended December 31,		Transition Period ended December 31,
	2018		2017
Selected Financial Condition Data:
Total assets	1,287,924		943,032
Investment securities	151,575		101,775
Total loans, net of deferred costs (fees)	992,556		730,918
Total deposits	1,007,512		741,069
Short-term FHLB borrowings	98,813		94,000
Other FHLB borrowings	11,000		—
Other borrowings	24,647		29,899
Total shareholders’ equity	138,187		74,454
Weighted average basic common shares outstanding	10,942,920		5,884,933
Weighted average diluted common shares outstanding	10,967,386		5,920,899
Performance Ratios:
Return on average assets	0.42	%	0.56	%
Return on average total shareholders’ equity	3.65	%	7.19	%
Net interest margin (2)	3.56	%	3.42	%
Net interest spread (2)
Average during period	3.32	%	3.31	%
End of period	3.68	%	3.58	%
Net overhead ratio (3)	2.44	%
Average loan-to-average deposit ratio	94.99	%	98.84	%
Average interest bearing assets to average interest bearing liabilities	122.68	%	112.61	%
Efficiency ratio (4)	77.94	%	75.46	%
Asset Quality Ratios:
Non-performing loans to total loans (5)	0.82	%	0.98	%
Allowance for loan losses to:
Total loans (net of unearned income)	0.77	%	0.80	%
Non-performing loans	93.99	%	82.21	%
Net charge-offs to average loans	0.04	%	0.10	%
Non-performing assets to total assets	0.83	%	1.50	%
Capital Ratios:
Shareholders’ equity to assets (6)	10.73	%	7.90	%
Average equity to average assets (6)	11.52	%	7.85	%
Tier 1 capital (leverage ratio) (7)	9.7	%	9.2	%
Total risk-based capital (7)	12.7	%	13.3	%



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Years ended September 30, (dollars in thousands, except per share data)
	2018			2017		2016		2015		2014
Selected Results of Operations Data:
Interest income	38,896			$	27,878	$	25,084	$	23,004	$	24,033
Interest expense	8,593			5,610		5,007		4,438		4,275
Net interest income	30,303			22,268		20,077		18,566		19,758
Provision for loan losses	1,300			319		75		656		1,910
Net interest income after provision for loan losses	29,003			21,949		20,002		17,910		17,848
Fees and service charges	4,635			2,937		2,923		3,006		2,868
Net (loss) gain on sale of available for sale securities	(17		)	111		63		60		(168		)
Other non-interest income	2,752			1,703		929		847		794
Non-interest income	7,370			4,751		3,915		3,913		3,416
Non-interest expense	29,764			22,878		20,058		17,403		17,224
Income before provision for income taxes	6,609			3,822		3,859		4,420		4,040
Income tax provision	2,326			1,323		1,286		1,614		1,530
Net income	$	4,283		$	2,499	$	2,573	$	2,806	$	2,510
Per Share Data: (1)
Net income per share (basic) (1)	$	0.72		$	0.47	$	0.49	$	0.54	$	0.49
Net income per share (diluted) (1)	$	0.58		$	0.46	$	0.49	$	0.54	$	0.48
Cash dividends per common share	$	0.20		$	0.16	$	0.12	$	0.08	$	—
Book value per share at end of period	$	12.45		$	12.48	$	12.27	$	11.74	$	11.23
Tangible book value per share at end of period	$	11.05		$	9.78	$	11.22	$	11.72	$	11.20



CITIZENS COMMUNITY BANCORP, INC.
FIVE YEAR SELECTED CONSOLIDATED FINANCIAL DATA (CONTINUED)
	Years ended September 30, (dollars in thousands, except per share data)
	2018		2017		2016		2015		2014
Selected Financial Condition Data:
Total assets	975,409		940,664		695,865		580,148		$	569,815
Investment securities	123,101		101,336		86,792		87,933		70,974
Total loans, net of deferred costs (fees)	759,247		732,995		574,439		450,510		470,366
Total deposits	746,529		742,504		557,677		456,298		449,767
Short-term FHLB borrowings	63,000		90,000		45,461		33,600		20,000
Other FHLB borrowings	—		—		13,830		25,291		38,891
Other borrowings	24,619		30,319		11,000		—		—
Total shareholders’ equity	135,847		73,483		64,544		61,454		58,019
Weighted average basic common shares outstanding	5,943,891		5,361,843		5,241,458		5,208,708		5,163,373
Weighted average diluted common shares outstanding	7,335,247		5,378,360		5,257,304		5,239,942		5,196,706
Performance Ratios:
Return on average assets	0.45	%	0.34	%	0.40	%	0.49	%	0.45		%
Return on average total shareholders’ equity	4.35	%	3.76	%	4.08	%	4.70	%	4.47		%
Net interest margin (2)	3.42	%	3.31	%	3.27	%	3.36	%	3.61		%
Net interest spread (2)
Average during period	3.27	%	3.19	%	3.15	%	3.24	%	3.54		%
End of period	3.37	%	3.47	%	3.31	%	3.15	%	3.58		%
Net overhead ratio (3)	2.35	%	2.48	%	2.39	%	2.35	%	2.46		%
Average loan-to-average deposit ratio	99.52	%	100.87	%	101.08	%	101.63	%	101.57		%
Average interest bearing assets to average interest bearing liabilities	114.92	%	114.96	%	114.38	%	114.15	%	109.35		%
Efficiency ratio (4)	79.01	%	84.67	%	83.60	%	77.42	%	74.08		%
Asset Quality Ratios:
Non-performing loans to total loans (5)	1.10	%	1.10	%	0.62	%	0.27	%	0.34		%
Allowance for loan losses to:
Total loans (net of unearned income)	0.89	%	0.81	%	1.06	%	1.44	%	1.38		%
Non-performing loans	81.04	%	73.90	%	169.92	%	532.02	%	410.47		%
Net charge-offs to average loans	0.07	%	0.07	%	0.10	%	0.14	%	0.35		%
Non-performing assets to total assets	1.14	%	1.49	%	0.62	%	0.37	%	0.46		%
Capital Ratios:
Shareholders’ equity to assets (6)	13.93	%	7.81	%	9.28	%	10.59	%	10.18		%
Average equity to average assets (6)	10.32	%	9.09	%	9.87	%	10.39	%	9.98		%
Tier 1 capital (leverage ratio) (7)	9.2	%	9.2	%	9.3	%	10.6	%	10.1		%
Total risk-based capital (7)	13.1	%	13.2	%	14.1	%	16.8	%	16.3		%


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


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


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


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


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


(6)	Company ratios


(7)	Bank regulatory ratios

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

GENERAL

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

Historically, our fiscal years ended on September 30. On September 25, 2018, the Board of Directors of the Company adopted a resolution to change the Company’s fiscal year end from September 30 to December 31. This transition period began October 1, 2018 and ended December 31, 2018. In addition, on September 25, 2018, the Board of Directors of the Bank, also adopted resolutions to amend the Bank’s bylaws to change the Bank’s fiscal year end from September 30 to December 31, commencing December 31, 2018. The transition period for this Transition Report on Form 10-K is for the three months ended December 31, 2018 (which we sometimes refer to in the Transition Report as the "transition period").

PERFORMANCE SUMMARY

The following is a brief summary of some of the significant factors that affected our operating results for the three months ended December 31, 2018 . See the remainder of this section for a more thorough discussion. Unless otherwise stated, all monetary amounts in this Management's Discussion and Analysis of Financial Condition and Results of Operations, other than share, per share and capital ratio amounts, are stated in thousands.

On October 19, 2018, the Company completed its previously announced acquisition (the “Acquisition”) of United Bank, which enhanced the composition of core community banking loans and increased our market presence in Eau Claire and the Chippewa Valley markets. In connection with the acquisition, the Company merged United Bank with and into the Bank, with the Bank surviving the merger. See Note 2, "Acquisition" for additional information.

We reported net income of $1,261 for the three months ended December 31, 2018 , compared to net income of $1,340 for the three months ended December 31, 2017 . Diluted earnings per share were $0.12 for the three months ended December 31, 2018 compared to $0.23 for the three months ended December 31, 2017 . The quarter ended December 31, 2018 reflects approximately 80% of the historical net income run rate of United Bank, transaction expenses related to the acquisition of $1,057, costs related to the change in the Company's fiscal year-end of $135 and a strong organic loan growth. In addition, our share count increased to the issuance of mandatorily convertible preferred stock, which was converted in common stock as September 28, 2018 after the approval of this conversion by our shareholders. Return on average assets for the three months ended December 31, 2018 was 0.42%, compared to 0.56% for the three months ended December 31, 2017. The return on average equity was 3.65% for the three months ended December 31, 2018 and 7.19% for the comparable period in 2017 .

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

On January 21, 2019, the Company and F&M Merger Sub, Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with F. & M. Bancorp. of Tomah, Inc., a Wisconsin corporation ("F&M"). See Note 19, "Subsequent Events" for additional information.

CRITICAL ACCOUNTING ESTIMATES

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

Allowance for Loan Losses.

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

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

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

Goodwill.

We account for goodwill and other intangible assets in accordance with ASC Topic 350, “Intangibles - Goodwill and Other.” The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill. The Company amortizes acquired intangible assets with definite useful economic lives over their useful economic lives utilizing the straight-line method. On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired. The Company does not amortize goodwill and any acquired intangible asset with an indefinite useful economic life, but reviews them for impairment at a reporting unit level on an annual basis, or when events or changes in circumstances indicate that the carrying amounts may be impaired. A reporting unit is defined as any distinct, separately identifiable component of the Company’s one operating segment for which complete, discrete financial information is available and reviewed regularly by the segment’s management. The Company has one reporting unit as of December 31, 2018 which is related to its banking activities. The Company has performed the required goodwill impairment test and has determined that goodwill was not impaired as of December 31, 2018 .

Fair Value Measurements and Valuation Methodologies.

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

liquidation values. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on the Company’s results of operations, financial condition or disclosures of fair value information.

In addition to valuation, the Company must assess whether there are any declines in value below the carrying value of assets that should be considered other than temporary or otherwise require an adjustment in carrying value and recognition of a loss in the consolidated statement of income. Examples include but are not limited to; loans, investment securities, goodwill, core deposit intangible assets and deferred tax assets, among others. Specific assumptions, estimates and judgments utilized by management are discussed in detail herein in management’s discussion and analysis of financial condition and results of operations and in notes 1, 2, 3, 4, 5, 6, 7, 13 and 14 of Condensed Notes to Consolidated Financial Statements.

Income Taxes.

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

The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgments concerning certain accounting pronouncements and application of specific provisions of federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be material to our consolidated results of our operations and reported earnings. We believe that the deferred tax assets and liabilities are adequate and properly recorded in the accompanying consolidated financial statements. As of December 31, 2018 , management does not believe a valuation allowance related to the realizability of its deferred tax assets is necessary.

The Tax Cuts and Jobs Act of 2017 ("Tax Act"), enacted on December 22, 2017, reduces corporate Federal income tax rates for the Company from 34% to 24.5% for 2018, and 21% for 2019. GAAP requires the impact of the provisions of the Tax Act be accounted for in the period of enactment. At December 31, 2017, we had not completed our accounting for the tax effects of enactment of the Tax Act; however, in certain cases, as described below, we made a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. The Company revalued its net deferred tax assets to account for the future impact of lower corporate taxes. For the items for which we were able to determine a reasonable estimate, we recorded an increased provisional amount of income tax expense of $275 in December 2017, related to the revaluation of the deferred tax assets to both the revaluation of timing differences and the unrealized loss on securities. In the fourth quarter of fiscal 2018, based on updated information obtained in connection with the filing of our tax return and analysis of our net deferred tax asset both from the return and 2018 tax provisions, we finalized the tax analysis and recorded an additional $63 of expense, or a net increase in our tax provision for the fiscal year of $338 related to the Tax Act.

STATEMENT OF OPERATIONS ANALYSIS

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

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

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

Net interest income on a tax-equivalent basis was $10,083 for the transition period ended December 31, 2018, compared to $7,580 for the transition period ended December 31, 2017. Interest income on tax exempt securities is computed on a tax equivalent basis. The net interest margin for the transition period ended December 31, 2018 was 3.56% compared to 3.42% for the transition period ended December 31, 2017. The 14 basis point increase includes the favorable impact of payoffs of

acquired credit impaired loans of 8 basis points, increased accretion of 2 basis points due to United Bank and the favorable impact of United Bank, partially offset by higher borrowing costs.

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

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

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

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

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



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

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

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



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


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

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

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

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

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



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

N/M means not meaningful

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

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



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

N/M means not meaningful

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

Professional fees increased over the quarter due to engaging third-party contractors associated with the United Bank acquisition, the F. & M. Bancorp acquisition, the sale of the Michigan branch office and expenses associated with changing the fiscal year end to December 31 from September 30. The Company recognized approximately $490,000 in professional fees related to the United Bank acquisition, approximately $90,000 in professional fees for the F. & M. Bancorp acquisition, approximately $9,000 in professional fees related to the Michigan branch sale and approximately $135,000 in professional fees associated with changing the fiscal year end.

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

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

2018 compared to 2017

Net interest income on a tax-equivalent basis was $30,514 for 2018 , compared to $22,563 for 2017 . Interest income on tax exempt securities is computed on a tax equivalent basis. The net interest margin for 2018 was 3.42% compared to 3.31% for 2017 . The 11 basis point increase in net interest margin was mainly attributable to a 29 basis point increase in loan yields with only a 1 basis point decrease in deposits costs. Loan yields increased primarily due to lending portfolio shifts from our legacy to community banking portfolios. The slight change in deposit costs is due to customers shifting from money market and other interest-bearing deposit accounts to certificate accounts in the current rising interest rate environment offset by increases resulting from the full-year impact of the acquired, lower rate, WFC deposit portfolio.

Also contributing to the net interest margin increase is a 7 basis point increase on investment securities yields, primarily due to purchases at yields above average portfolio rates, offset by a 117 basis point increase in borrowing costs, largely due to higher short-term interest rates. Borrowing costs increased due to higher average outstanding borrowings balances during fiscal 2018, despite lower borrowings balances at September 30, 2018. Borrowings balances were lower at September 30, 2018 due to reduced reliance on FHLB borrowings for loan funding needs, and payoff of over $5 million of corporate borrowings in the fourth quarter of fiscal 2018.

As shown in the rate/volume analysis table below, positive volume changes resulted in a $7,556 increase in net interest income in 2018 . Average loan volume increases were due to commercial real estate and non-real estate loan growth in the current fiscal year over the prior fiscal year, arising from the full-year impact of the WFC acquisition and management's strategy to continue to grow its Community Banking portfolio and allow runoff of its Legacy loan portfolio. The increase and changes in the composition of interest earning assets resulted in a $11,018 increase in interest income for 2018 , and a $2,983 increase in interest expense due partially to acquisition of WFC assets and liabilities and the increase in borrowings to facilitate

the acquisition. Rate changes on interest earning assets caused an increase in interest income by $2,113 and increased interest expense by $1,634 , for a net impact of a $479 increase in net interest income between 2018 and 2017 .

Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following table shows interest income from average interest earning assets, expressed in dollars and yields, and interest expense on average interest bearing liabilities, expressed in dollars and rates. Also presented is the weighted average yield on interest earning assets on a tax-equivalent basis, rates paid on interest bearing liabilities and the resultant spread at September 30 for each of the last two fiscal years. Non-accruing loans have been included in the table as loans carrying a zero yield.

Average interest earning assets were $892,472 in 2018 compared to $682,545 in 2017 . Average loans outstanding increased to $735,602 in 2018 from $568,670 in 2017 . Interest income on loans increased $9,713 , of which $7,958 related to the increase in average outstanding balances, in addition to by an increase in interest income due to higher yields on such loans in the amount of $1,755 .

Average interest bearing liabilities increased $182,859 in 2018 from their 2017 levels. The increase in average interest-bearing liabilities was primarily due to the full-year effect of both the deposits acquired in the WFC acquisition and, to a lesser extent, holding company borrowings used to facilitate the purchase. Average interest bearing deposits increased $154,850, or 30.3% to $665,782 in 2018 . Interest expense on interest bearing deposits increased $822 during 2018 from the volume and mix changes and increased $422 from the impact of the rate environment, resulting in an aggregate increase of $1,244 in interest expense on interest bearing deposits.



	Year ended September 30, 2018						Year ended September 30, 2017
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Average interest earning assets:
Cash and cash equivalents	$	24,747	$	308	1.24	%	$	19,368	$	139	0.72	%
Loans	735,602		35,539		4.83	%	568,670		25,826		4.54	%
Interest-bearing deposits	7,871		149		1.89	%	1,922		29		1.51	%
Investment securities (1)	116,517		2,508		2.33	%	87,449		1,679		2.26	%
Non-marketable equity securities, at cost	7,735		392		5.07	%	5,136		205		3.99	%
Total interest earning assets (1)	$	892,472	$	38,896	4.38	%	$	682,545	$	27,878	4.13	%
Average interest-bearing liabilities:
Savings accounts	$	94,854	$	162	0.17	%	$	53,530	$	67	0.13	%
Demand deposits	149,282		475		0.32	%	65,283		273		0.42	%
Money market	118,229		738		0.62	%	126,487		555		0.44	%
CD’s	269,749		3,807		1.41	%	236,590		3,104		1.31	%
IRA’s	33,668		361		1.07	%	29,042		300		1.03	%
Total deposits	$	665,782	$	5,543	0.83	%	$	510,932	$	4,299	0.84	%
FHLB Advances and other borrowings	110,790		3,050		2.75	%	82,781		1,311		1.58	%
Total interest-bearing liabilities	$	776,572	$	8,593	1.11	%	$	593,713	$	5,610	0.94	%
Net interest income			$	30,303					$	22,268
Interest rate spread					3.27	%					3.19	%
Net interest margin (1)					3.42	%					3.31	%
Average interest earning assets to average interest-bearing liabilities					1.15	%					1.15	%

(1) Fully taxable equivalent (FTE). The average yield on tax exempt securities is computed on a tax equivalent basis using a tax rate of 24.5% and 34% for the twelve months ended September 30, 2018 and September 30, 2017, respectively. The FTE adjustment to net interest income included in the rate calculations totaled $211 and $295 for the years ended September 30, 2018 and 2017 , respectively.



	Year ended September 30, 2018 v. 2017 Increase (decrease) due to
	Volume (1)			Rate (1)			Total Increase / (Decrease)
Interest income:
Cash and cash equivalents	$	45		$	124		$	169
Loans	7,958			1,755			9,713
Interest-bearing deposits	107			13			120
Investment securities	676			153			829
Non-marketable equity securities, at cost	119			68			187
Total interest earning assets	$	8,905		$	2,113		$	11,018
Interest expense:
Savings accounts	$	64		$	31		$	95
Demand deposits	293			(91		)	202
Money market accounts	(39		)	222			183
CD’s	455			248			703
IRA’s	49			12			61
Total deposits	822			422			1,244
FHLB Advances and other borrowings	527			1,212			1,739
Total interest bearing liabilities	1,349			1,634			2,983
Net interest income	$	7,556		$	479		$	8,035


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

Net loan charge-offs for the years ended September 30, 2018 and 2017 were $494 and $445 , respectively. Net charge-offs to average loans were 0.07% for both of the periods ended September 30, 2018 and September 30, 2017, respectively.

We recorded provisions for loan losses of $1,300 and $319 for the years ended September 30, 2018 and 2017 , respectively, reflecting organic loan growth and the impact of slightly higher charge-offs. Also contributing to higher provision for loan losses was the impact of the remix of the loan portfolio to commercial lending and runoff of one to four residential and indirect loans, which will increase the allowance due to higher provision levels on commercial lending utilized by the Bank. Management believes that the provision taken for the year ended September 30, 2018 is adequate in view of the present condition of the Bank's loan portfolio and the sufficiency of collateral supporting non-performing loans. We are continually monitoring non-performing loan relationships and will make provisions, as necessary, if the facts and circumstances change. In addition, a decline in the quality of our loan portfolio as a result of general economic conditions, factors affecting particular borrowers or our market areas, or other factors could all affect the adequacy of our ALL. If there are significant charge-offs against the ALL, or we otherwise determine that the ALL is inadequate, we will need to record an additional PLL in the future. See Note 1, “Nature of Business and Summary of Significant Accounting Policies - Allowance for Loan Losses ” of "Notes to Consolidated Financial Statements and Supplementary Data" to this Form 10-K, for further analysis of the provision for loan losses.

Non-Interest Income . The following table reflects the various components of non-interest income for the years ended September 30, 2018 and 2017 , respectively.



	Years Ended September 30,					Change from Prior Year
	2018			2017		2018 over 2017
Noninterest Income:
Service charges on deposit accounts	$	1,792		$	1,433	25.05%
Interchange income	1,284			789		62.74%
Loan servicing income	1,379			380		262.89%
Gain on sale of mortgage loans	943			686		37.46%
Loan fees and service charges	521			438		18.95%
Insurance commission income	720			122		490.16%
Settlement proceeds	—			283		N/M
Gains (losses) on available for sale securities	(17		)	111		(115.32)%
Other	748			509		46.95%
Total non-interest income	$	7,370		$	4,751	55.13%

N/M means not meaningful

Increases in service charges on deposit accounts, interchange income, loan fees and service charges and insurance commission income are all primarily attributable to the full-year impact of business lines enhanced or acquired as a result of the WFC acquisition. The increases in loan servicing income and gain on sale of mortgage loans are due to the Company’s growth in mortgage banking activities, including the sale and servicing of residential mortgage loans.

Non-Interest Expense. The following table reflects the various components of non-interest expense for the years ended September 30, 2018 and 2017 , respectively.



	Years ended September 30,						% Change From Prior Year
	2018			2017			2018 over 2017
Noninterest Expense:
Compensation and related benefits	$	14,979		$	10,862		37.90%
Occupancy	2,975			2,780			7.01%
Office	1,715			1,204			42.44%
Data processing	2,928			2,052			42.69%
Amortization of intangible assets	644			219			194.06%
Amortization of mortgage servicing rights	335			39			N/M
Advertising, marketing and public relations	745			545			36.70%
FDIC premium assessment	472			300			57.33%
Professional services	2,323			2,078			11.79%
Losses on repossessed assets, net	535			32			N/M
Other	2,113			2,767			(23.64)%
Total noninterest expense	$	29,764		$	22,878		30.10%
Noninterest expense (annualized) / Average assets	3.12		%	3.13		%

N/M means not meaningful

Compensation and benefits increased due to the full year impact of staffing increases associated with the WFC acquisition and other staffing increases to support business growth, including the hiring of four new commercial lenders in the second quarter of fiscal 2018.

Occupancy costs, consisting primarily of office rental and depreciation expenses, increased largely due to the full-year impact of the WFC branches, partially offset by lower lease costs of $431.

Data processing expenses increased in 2018 due to increased costs associated with a larger customer base.

The amortization of core deposit expenses increased in 2018 due to the full year impact of the core deposit intangible and customer acquisition cost related to the WFC acquisition.

Advertising, marketing and public relations expenses increased $200 during the twelve months ended September 30, 2018, primarily due to rebranding efforts of the Bank, and increased advertising of the Bank’s deposit products.

Professional services expense increased in the current year, primarily due to increased use of outside professionals in connection with acquisition related activities. Also included in 2018 professional services expense are; legal costs of $198 resulting from resolved litigation, approximately $121 on Sarbanes-Oxley 404 compliance and $55 from engaging a compensation consultant to assist with executive and director compensation programs.

The increase in losses on repossessed assets is primarily due to write downs on two closed branch offices in the third quarter of fiscal 2018 totaling $449. At September 30, 2018, there are no properties in foreclosed and repossessed assets in excess of $500.

Other expenses decreased $519 in the current twelve-month period. In fiscal 2017, other expenses included approximately $1,060 more in merger, contract termination, and branch closure costs than in 2018. Increases in fiscal 2018 are due, primarily to (1) loan collection and processing expenses of approximately $340, (2) employee recruitment costs of approximately $130 and (2) insurance costs of approximately $90.

Income Taxes. Income tax provision was $2,326 for the year ended September 30, 2018, compared to $1,323 for the year ended September 30, 2017. Our effective tax rate increased from 34.6% at September 30, 2017 to 35.2% at September 30, 2018. The higher effective tax rate for the year ended September 30, 2018 was the result of revaluation of net deferred tax assets in the first and fourth quarters of fiscal 2018, and the tax impact of non-deductible acquisition costs. The Tax Cuts and Jobs Act of 2017, enacted on December 22, 2017, reduces the corporate Federal income tax rate for the Company from 34% to 24.5% in the current year, and to 21% thereafter. Applying the new accounting guidance for the Tax Act, resulted in additional income tax provision of $338 for the year ended September 30, 2018.

BALANCE SHEET ANALYSIS

Total assets were $1,287,924 at December 31, 2018 compared to $975,409 at September 30, 2018 and $940,664 at September 30, 2017. The asset growth from September 30, 2018 to December 31, 2018, included the United Bank acquisition impact, as well as strong organic loan growth of approximately $30,000 and purchases of investment securities to maintain our balance sheet liquidity ratio above 10%, the Company's target level. The increase at September 30, 2018 compared to September 30, 2017, is attributable primarily to organic loan growth, and an increase in investment securities purchases, funded by operations. Cash and cash equivalents increased from $34,494 to $45,778 at September 30, 2018 compared to December 31, 2018. Cash and cash equivalents decreased from $41,677 to $34,494 at September 30, 2018 compared to September 30, 2017, due to management increasing the yield on the Company's liquidity portfolio by moving to higher yielding investments.

Gross loans increased $236,740, or 31.0%, from $762,693 at September 30, 2018 to $999,433 at December 31, 2018, due to the United Bank acquisition and strong organic loan growth. Gross loans increased $26,080, or 3.5%, from $736,613 at September 30, 2017 to $762,693 at September 30, 2018. At December 31, 2018, total gross Community Banking portfolio loans, consisting of commercial, agricultural and consumer loans was $717,916 or 72% of total gross loans, compared to $488,396 or 64% of total gross loans at September 30, 2018 and $391,763 or 54% of total gross loans at September 30, 2017. Legacy portfolio loans, consisting of indirect paper and one-to-four family loans totaled 281,517 or 28% at December 31, 2018 compared to $274,297 or 36% of total gross loans at September 30, 2018 and $344,850 or 47% at September 30, 2017.

Loans. Total loans outstanding, net of deferred loan fees and costs, increased to $992,167 at December 31, 2018, compared to $759,247 at September 30, 2018 and $732,995 at September 30, 2017.

The following table reflects the composition, or mix, of our loan portfolio at the transition period ended December 31, 2018 and the last two completed fiscal years ended September 30, 2018 and September 30, 2017:



	December 31, 2018					September 30, 2018					September 30, 2017
	Amount			Percent		Amount			Percent		Amount			Percent
Community Banking Loan Portfolios:
Commercial/Agricultural real estate:
Commercial real estate	$	357,959		36.1	%	$	216,703		28.6	%	$	159,962		21.8	%
Agricultural real estate	86,015			8.7	%	70,517			9.3	%	68,002			9.3	%
Multi-family real estate	69,400			7.0	%	48,061			6.3	%	26,228			3.6	%
Construction and land development	22,691			2.3	%	17,739			2.3	%	19,708			2.7	%
Commercial/Agricultural non-real estate:
Commercial non-real estate	112,427			11.3	%	76,254			10.0	%	55,251			7.5	%
Agricultural non-real estate	36,327			3.7	%	26,549			3.5	%	23,873			3.3	%
Residential real estate:
Purchased HELOC loans	12,883			1.3	%	13,729			1.8	%	18,071			2.5	%
Consumer non-real estate:
Other consumer	20,214			2.0	%	18,844			2.5	%	20,668			2.8	%
Total Community Banking Loan Portfolios	717,916			72.4	%	488,396			64.3	%	391,763			53.5	%

Legacy Loan Portfolios:
Residential real estate:
One to four family	209,926			21.2	%	196,052			25.8	%	229,563			31.3	%
Consumer non-real estate:
Originated indirect paper	56,585			5.7	%	60,991			8.0	%	85,732			11.7	%
Purchased indirect paper	15,006			1.5	%	17,254			2.3	%	29,555			4.0	%
Total Legacy Loan Portfolios	281,517			28.4	%	274,297			36.1	%	344,850			47.0	%
Gross loans	999,433					762,693					736,613
Unearned net deferred fees and costs and loans in process	409			—	%	557			0.1	%	1,471			0.2	%
Unamortized discount on acquired loans	(7,675		)	(0.8	)%	(4,003		)	(0.5	)%	(5,089		)	(0.7	)%
Total loans (net of unearned income and deferred expense)	992,167			100.0	%	759,247			100.0	%	732,995			100.0	%
Allowance for loan losses	(7,604		)			(6,748		)			(5,942		)
Total loans receivable, net	$	984,563				$	752,499				$	727,053

In September 2017, the Bank purchased, on a non-recourse basis, a 90% participation in $23,977 of loans secured by second liens on certain residential real estate properties. The seller retained servicing of the purchased loans, and is paid a 40bp servicing fee, based on the outstanding balance of the purchased loans. The balance of the Bank's share of the purchased loans decreased to $12,883 at December 31, 2018 and $13,729 at September 30, 2018.

The following table sets forth, for the transition period ended December 31, 2018 and the last two fiscal years ended September 30, 2018 and September 30, 2017, fixed and adjustable rate loans in our loan portfolio:



	December 31, 2018					September 30, 2018					September 30, 2017
	Amount			Percent		Amount			Percent		Amount			Percent
Fixed rate loans:
Real estate loans:
Residential real estate	$	162,656		16.4	%	$	165,328		21.8	%	$	208,949		28.5	%
Commercial/Agricultural real estate	297,834			30.0	%	169,692			22.4	%	160,249			21.9	%
Total fixed rate real estate loans	460,490			46.4	%	335,020			44.2	%	369,198			50.4	%
Non-real estate loans:
Consumer non-real estate	91,583			9.2	%	96,843			12.8	%	135,955			18.5	%
Commercial/Agricultural non-real estate	101,115			10.2	%	73,406			9.7	%	53,165			7.3	%
Total fixed rate non-real estate loans	192,698			19.4	%	170,249			22.4	%	189,120			25.8	%
Total fixed rate loans	653,188			65.8	%	505,269			66.5	%	558,318			76.2	%
Adjustable rate loans:
Real estate:
Residential real estate	60,153			6.1	%	44,453			5.9	%	38,685			5.3	%
Commercial/Agricultural real estate	238,231			24.0	%	183,328			24.1	%	113,651			15.5	%
Total adjustable rate real estate loans	298,384			30.1	%	227,781			30.0	%	152,336			20.8	%
Non-real estate loans:
Consumer non-real estate	222			—	%	246			0.0	%	—			0.0	%
Commercial/Agricultural non-real estate	47,639			4.8	%	29,397			3.9	%	25,959			3.5	%
Total adjustable rate non-real estate loans	47,861			4.8	%	29,643			3.9	%	25,959			3.5	%
Total adjustable rate loans	346,245			34.9	%	257,424			33.9	%	178,295			24.3	%
Gross loans	999,433					762,693					736,613
Unearned net deferred fees and costs and loans in process	409			—	%	557			0.1	%	1,471			0.2	%
Unamortized discount on acquired loans	(7,675		)	(0.7	)%	(4,003		)	(0.5	)%	(5,089		)	(0.7	)%
Total loans (net of unearned income)	992,167			100.0	%	759,247			100.0	%	732,995			100.0	%
Allowance for loan losses	(7,604		)			(6,748		)			(5,942		)
Total loans receivable, net	$	984,563				$	752,499				$	727,053

Our loan portfolio is diversified by types of borrowers and industry groups within the market areas that we serve. Significant loan concentrations are considered to exist for a financial entity when the amounts of loans to multiple borrowers engaged in similar activities cause them to be similarly impacted by economic or other conditions. At September 30, 2018, we identified two concentrations of loans; commercial real estate loans comprise 29% of our total loan portfolio, and one to four family residential real estate loans comprise 26% of our total loan portfolio.

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



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


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

Loan amounts and their contractual maturities at September 30, 2018 are as follows:



	Real estate								Non-real estate
	Residential real estate				Commercial/Agricultural real estate				Consumer non-real estate				Commercial/Agricultural non-real estate				Total
	Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate		Amount		Weighted Average Rate
Due in one year or less	$	14,520	5.19	%	$	35,777	4.64	%	$	2,525	7.84	%	$	50,237	5.33	%	$	103,059	5.13	%
Due after one year through five years	67,806		5.10	%	105,814		4.56	%	39,644		5.15	%	35,848		5.07	%	249,112		4.87	%
Due after five years	127,455		4.86	%	211,429		4.68	%	54,920		5.35	%	16,718		4.64	%	410,522		4.82	%
	$	209,781	4.96	%	$	353,020	4.64	%	$	97,089	5.33	%	$	102,803	5.13	%	$	762,693	4.88	%


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

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

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

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

refine our ALL methodology by introducing a greater level of granularity to our loan portfolio. We currently segregate loans into pools based on common risk characteristics for purposes of determining the ALL. The additional segmentation of the portfolio is intended to provide a more effective basis for the determination of qualitative factors affecting our ALL. In addition, management continually evaluates our ALL methodology to assess whether modifications in our methodology are appropriate in light of underwriting practices, market conditions, identifiable trends, regulatory pronouncements or other factors. We believe that any modifications or changes to the ALL methodology would be to enhance the accuracy of the ALL. However, any such modifications could result in materially different ALL levels in future periods.

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



	Residential Real Estate			Commercial/Agriculture Real Estate		Consumer Non-real Estate			Commercial/Agricultural Non-real Estate		Unallocated			Total
Year Ended December 31, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2018	$	1,035		$	3,276	$	664		$	1,040	$	282		$	6,297
Charge-offs	(11		)	—		(78		)	—		—			(89		)
Recoveries	—			—		22			—		—			22
Provision	30			700		20			200		—			950
Allowance allocation adjustment	(6		)	43		13			18		(68		)	—
Total Allowance on originated loans	$	1,048		$	4,019	$	641		$	1,258	$	214		$	7,180
Purchased credit impaired loans	—			—		—			—		—			—
Other acquired loans	—			—		—			—		—			—
Beginning balance, October 1, 2018	$	169		$	168	$	85		$	29	$	—		$	451
Charge-offs	(32		)	—		(1		)	—		—			(33		)
Recoveries	4			—		2			—		—			6
Provision	—			—		—			—		—			—
Allowance allocation adjustment	64			15		(21		)	3		(61		)	—
Total allowance on other acquired loans	$	205		$	183	$	65		$	32	$	(61	)	$	424
Total allowance on acquired loans	$	205		$	183	$	65		$	32	$	(61	)	$	424
Ending balance, December 31, 2018	$	1,253		$	4,202	$	706		$	1,290	$	153		$	7,604



	Residential Real Estate			Commercial/Agriculture Real Estate			Consumer Non-real Estate			Commercial/Agricultural Non-real Estate			Unallocated		Total
Year Ended September 30, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2017	$	1,458		$	2,523		$	936		$	897		$	128	$	5,942
Charge-offs	(96		)	(1		)	(309		)	(52		)	—		(458		)
Recoveries	45			—			117			12			—		174
Provision	—			755			85			230			—		1,070
Allowance allocation adjustment	(372		)	(1		)	(165		)	(47		)	154		(431		)
Total Allowance on originated loans	$	1,035		$	3,276		$	664		$	1,040		$	282	$	6,297
Purchased credit impaired loans	—			—			—			—			—		—
Other acquired loans	—			—			—			—			—		—
Beginning balance, October 1, 2017	$	—		$	—		$	—		$	—		$	—	$	—
Charge-offs	(106		)	(73		)	(70		)	—			—		(249		)
Recoveries	34			—			5			—			—		39
Provision	70			120			25			15			—		230
Allowance allocation adjustment	171			121			125			14			—		431
Total Allowance on other acquired loans	$	169		$	168		$	85		$	29		$	—	$	451
Total Allowance on acquired loans	$	169		$	168		$	85		$	29		$	—	$	451
Ending balance, September 30, 2018	$	1,204		$	3,444		$	749		$	1,069		$	282	$	6,748



	Residential Real Estate			Commercial/Agriculture Real Estate		Consumer Non-real Estate			Commercial/Agricultural Non-real Estate			Unallocated		Total
Year Ended September 30, 2017:
Allowance for Loan Losses:
Beginning balance, October 1, 2016	$	2,039		$	1,883	$	1,466		$	652		$	28	$	6,068
Charge-offs	(233		)			(389		)	(9		)	—		(631		)
Recoveries	14			—		171			1			—		186
Provision	81			130		59			41			8		319
Allowance allocation adjustment	(443		)	510		(371		)	212			92		—
Total Allowance on originated loans	$	1,458		$	2,523	$	936		$	897		$	128	$	5,942
Purchased credit impaired loans	—			—		—			—			—		—
Other acquired loans	—			—		—			—			—		—
Total Allowance on acquired loans	$	—		$	—	$	—		$	—		$	—	$	—
Ending balance, September 30, 2017	$	1,458		$	2,523	$	936		$	897		$	128	$	5,942

The specific credit allocation for the ALL is based on a regular analysis of all originated loans that are considered impaired. In compliance with ASC 310-10, the fair value of the loan is determined based on either the present value of expected cash flows discounted at the loan’s effective interest rate, the market price of the loan, or, if the loan is collateral dependent, the fair value of the underlying collateral less the expected cost of sale for such collateral. At December 31, 2018 , the Company has identified impaired loans of $47,334, consisting of $8,722 TDR loans, the carrying amount of purchased credit impaired loans of $24,816 and $13,796 of substandard non-TDR loans. The $47,334 total of impaired loans includes $6,055 of performing TDR loans. At September 30, 2018, the Company identified impaired loans of $22,379, consisting of $8,418 TDR loans, $9,007 contractual balance of purchased credit impaired loans and $4,954 of substandard non-TDR loans. The $22,379 total of impaired loans includes $5,704 of performing TDR loans.

At December 31, 2018 , the allowance for loan losses was $7,604 or 0.77% of our total loan portfolio, compared to $6,748 , or 0.89% of our total loan portfolio at September 30, 2018 and $5,942 , or 0.81% of our total loan portfolio at September 30, 2017. This level was based on our analysis of the loan portfolio risk at each of December 31, 2018 , September 30, 2018 and September 30, 2017, as discussed above. This ratio is impact by the percentage of acquired loans to total loans which increased to 37% at December 31, 2018 compared to 26% at September 30, 2018 and 35% at September 30, 2017. The

Bank had $379,644 in acquired loans which were recorded at fair market value at December 31, 2018 and $197,470 in acquired loans which were recorded at fair market value at September 30, 2018.

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

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

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



	December 31,			September 30,
	2018			2018			2017			2016			2015
Nonperforming assets:
Nonaccrual loans	$	7,354		$	7,210		$	7,452		$	3,191		$	748
Accruing loans past due 90 days or more	736			1,117			589			380			473
Total nonperforming loans (“NPLs”)	8,090			8,327			8,041			3,571			1,221
Other real estate owned	2,522			2,749			5,962			725			838
Other collateral owned	48			19			55			52			64
Total nonperforming assets (“NPAs”)	$	10,660		$	11,095		$	14,058		$	4,348		$	2,123
Troubled Debt Restructurings (“TDRs”)	$	8,722		$	8,418		$	5,851		$	3,733		$	4,010
Nonaccrual TDRs	$	2,667		$	2,687		$	621		$	515		$	332
Average outstanding loan balance	$	921,951		$	735,602		$	653,717		$	512,475		$	460,438
Loans, end of period	$	992,556		$	759,247		$	732,995		$	574,439		$	450,510
Total assets, end of period	$	1,287,924		$	975,409		$	940,664		$	695,865		$	580,148
ALL, at beginning of period	$	6,748		$	5,942		$	6,068		$	6,496		$	6,506
Loans charged off:
Residential real estate	(43		)	(202		)	(233		)	(140		)	(405		)
Commercial/Agricultural real estate	—			(74		)	—			—			—
Consumer non-real estate	(79		)	(379		)	(389		)	(460		)	(601		)
Commercial/Agricultural non-real estate	—			(52		)	(9		)	(118		)	—
Total loans charged off	(122		)	(707		)	(631		)	(718		)	(1,006		)
Recoveries of loans previously charged off:
Residential real estate	4			80			14			11			69
Commercial/Agricultural real estate	—			—			—			—			—
Consumer non-real estate	24			121			171			204			271
Commercial/Agricultural non-real estate	—			12			1			—			—
Total recoveries of loans previously charged off:	28			213			186			215			340
Net loans charged off (“NCOs”)	(94		)	(494		)	(445		)	(503		)	(666		)
Additions to ALL via provision for loan losses charged to operations	950			1,300			319			75			656
ALL, at end of period	$	7,604		$	6,748		$	5,942		$	6,068		$	6,496
Ratios:
ALL to NCOs (annualized)	2,022.34		%	1,365.99		%	1,335.28		%	1,206.36		%	975.38		%
NCOs (annualized) to average loans	0.04		%	0.07		%	0.07		%	0.10		%	0.14		%
ALL to total loans	0.77		%	0.89		%	0.81		%	1.06		%	1.44		%
NPLs to total loans	0.82		%	1.10		%	1.10		%	0.62		%	0.27		%
NPAs to total assets	0.83		%	1.14		%	1.49		%	0.62		%	0.37		%
Total Assets:	$	1,287,924		$	975,409		$	940,664		$	695,865		$	580,148

(1) Total loans at December 31, 2018 and September 30, 2018, included $15,006 and $17,254, respectively, in purchased indirect paper consumer loans purchased from a third party. See Note 4, "Loans, Allowance for Loan Losses and Impaired Loans" of "Notes to Consolidated Financial Statements", which is included in Part II, Item 8, "Financial Statements and

Supplementary Data" of this Form 10-K, regarding the separate restricted reserve account available for these purchased consumer loans.

Loans 30-89 days or more past due increased December 31, 2018 compared to September 30, 2018, largely related to increases in commercial and agricultural real estate loans 30-59 days delinquent. Nonaccrual loans increased slightly from $7,210 at September 30, 2018 to $7,354 at December 31, 2018, primarily due to repayments, paid off loans and transfers to OREO, partially offsetting $941 of non-accrual loans acquired in the United Bank acquisition and new nonaccrual loans. While agricultural loans make up approximately 12% of the Bank's loan portfolio, nonaccrual loans secured by agricultural collateral account for 48% or $3,490 of the Bank's nonaccrual loans, largely due to loans acquired in acquisitions. We believe our credit and underwriting policies continue to support more effective lending decisions by the Bank, which increases the likelihood of maintaining loan quality going forward. Refer to the "Risk Management and the Allowance for Loan Losses" section below for more information related to non-performing loans.

During the transition period ended December 31, 2018, net loan charge-offs were $94. For the year ended September 30, 2018 , net loan charge-offs increased modestly from $445 at September 30, 2017 to $494, largely due to a modest increase in commercial real estate and non real estate commercial loans.

Certain external factors may result in higher future losses but are not readily determinable at this time, including, but not limited to: unemployment rates, increased taxes and continuing increased regulatory expectations with respect to ALL levels, including CECL, a new accounting standard for computation of the allowance for loan losses, which will become effective for the bank in 2020. As a result, our analysis may show a need to increase our ALL as a percentage of total loans and nonperforming loans for the near future. Loans charged-off are subject to periodic review and specific efforts are taken to achieve maximum recovery of principal, accrued interest and related expenses on the loans charged off.

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


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


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


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


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

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

Non-performing assets include non-performing loans, other real estate owned and other collateral owned. Our non-performing assets were $10,660 at December 31, 2018, or 0.83% of total assets. This represented a decrease from $11,095, or 1.14% of total assets, at September 30, 2018 and a decrease from $14,058, or 1.49% of total assets, at September 30, 2017. The decrease since September 30, 2017 was primarily due to reductions in OREO due to sales. In fiscal 2018, the Bank sold one closed branch and the largest balance OREO property, which were carried at $1,501 at September 30, 2017. In addition, during fiscal 2018, the Bank sold one other closed branch that was added to OREO during fiscal 2018. The Bank recorded write-downs on these two closed branch properties of $449 during fiscal 2018.

•

Other real estate owned and other collateral owned is comprised of foreclosed collateral assets held by the Bank until sold. OREO decreased by $227 during the transition period ended December 31, 2018 from its September 30, 2018 balance, primarily due to a reduction in contract for deed loans acquired from WFC, with the deed held by the Bank. OREO decreased by $3,213 during the year ended September 30, 2018 from its September 30, 2017 balance. At September 30, 2018, OREO includes, (1) $1,811of contract for deed loans acquired from WFC, with the deed held by the Bank, (2) properties acquired from prior acquisitions totaling $885 and (3) one $53 property originated by the Bank. Additionally, the Bank reduced the contract for deed portfolio by $1,635 to $1,811 at December 31, 2018, due to loan repayments and refinancings, including balances of $1,038 which the Bank refinanced and moved to the loan portfolio, due to meeting the criteria for sale accounting.

Investment Securities. We manage our securities portfolio in an effort to improve interest rate risk, enhance income, and provide liquidity. Our investment portfolio is comprised of securities available for sale and securities held to maturity.

Securities available for sale (recorded at fair value), which represent the majority of our investment portfolio, were $146,725 at December 31, 2018 , compared with $118,482 at September 30, 2018 and $95,883 at September 30, 2017. Securities held to maturity (recorded at amortized cost) were $4,850 at December 31, 2018 , compared with $4,619 at September 30, 2018 and $5,453 at September 30, 2017.

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



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

September 30, 2018
U.S. government agency obligations	$	35,880	$	34,603
Obligations of states and political subdivisions	35,348		34,554
Mortgage backed securities	42,796		41,371
Agency securities	104		182
Corporate debt securities	6,593		6,276
Total available for sale securities	$	122,215	$	118,482

September 30, 2017
U.S. government agency obligations	$	18,454	$	18,041
Obligations of states and political subdivisions	35,656		35,795
Mortgage-backed securities	36,661		36,474
Agency Securities	147		230
Corporate debt securities	5,410		5,343
Total available for sale securities	$	96,328	$	95,883



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

September 30, 2018
Obligations of states and political subdivisions	$	1,307	$	1,302
Mortgage-backed securities	3,312		3,307
Total held to maturity securities	$	4,619	$	4,609

September 30, 2017
Obligations of states and political subdivisions	$	1,311	$	1,328
Mortgage-backed securities	4,142		4,277
Total held to maturity securities	$	5,453	$	5,605

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



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



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due after one year through five years	$	680	$	679
Mortgage backed securities	3,149		3,173
Total held to maturity securities	$	4,850	$	4,872

The amortized cost and fair values of our investment securities by maturity, as of September 30, 2018 were as follows:



Available for sale securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	1,657	$	1,651
Due after one year through five years	20,045		19,739
Due after five years through ten years	39,069		37,578
Due after ten years	18,544		17,960
Total securities with contractual maturities	79,315		76,928
Mortgage backed securities	42,796		41,372
Securities without contractual maturities	104		182
Total available for sale securities	$	122,215	$	118,482



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due after one year through five years	$	1,307	$	1,302
Mortgage backed securities	3,312		3,307
Total held to maturity securities	$	4,619	$	4,609

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



	Less than 12 Months				12 Months or More				Total
Available for sale securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2018
U.S. government agency obligations	$	25,061	$	165	$	19,755	$	765	$	44,816	$	930
Obligations of states and political subdivisions	5,807		28		24,124		428		29,931		456
Mortgage-backed securities	3,518		9		31,040		930		34,558		939
Agency securities	28		5		—		—		28		5
Total available for sale securities	$	45,789	$	264	$	79,990	$	2,378	$	125,779	$	2,642

September 30, 2018
U.S. government agency obligations	$	22,283	$	311	$	11,771	$	969	$	34,054	$	1,280
Obligations of states and political subdivisions	25,019		393		8,647		403		33,666		796
Mortgage-backed securities	18,323		418		20,968		1,033		39,291		1,451
Corporate debt securities	1,247		3		5029		314		6,276		317
Total available for sale securities	$	66,872	$	1,125	$	46,415	$	2,719	$	113,287	$	3844

September 30, 2017
U.S. government agency obligations	$	8,296	$	186	$	6,932	$	262	$	15,228	$	448
Obligations of states and political subdivisions	8,170		62		3,701		70		11,871		132
Mortgage-backed securities	14,167		96		9,753		215		23,920		311
Corporate debt securities	5,343		67		—		—		5,343		67
Total available for sale securities	$	35,976	$	411	$	20,386	$	547	$	56,362	$	958



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

September 30, 2018
Obligations of states and political subdivisions	$	1,302	$	5	$	—	$	—	$	1,302	$	5
Mortgage-backed securities	2,383		28		286		13		2,669		41
Total held to maturity securities	$	3,685	$	33	$	286	$	13	$	3,971	$	46

September 30, 2017
Obligations of states and political subdivisions	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities	406		1		—		—		406		1
Total held to maturity securities	$	406	$	1	$	—	$	—	$	406	$	1

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

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



	December 31,				September 30,
	2018				2018				2017
Available for sale securities	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Agency	$	88,494	$	86,648	$	78,676	$	75,974	$	55,115	$	54,515
AAA	3,566		3,535		3,635		3,603		725		730
AA	42,608		42,305		25,280		24,720		26,405		26,474
A	12,991		12,662		13,017		12,615		7,776		7,876
BBB	—		—		—		—		3,618		3,579
Below investment grade	—		—		—		—		—		—
Non-rated	1,606		1,575		1,607		1,570		2,689		2,709
Total available for sale securities	$	149,265	$	146,725	$	122,215	$	118,482	$	96,328	$	95,883



	December 31,				September 30,
	2018				2018				2017
Held to maturity securities	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. government agency	$	3,149	$	3,173	$	3,312	$	3,307	$	4,142	$	4,277
AAA	—		—		—		—		—		—
AA	395		395		—		—		—		—
A	956		955		957		954		961		969
BBB	—		—		—		—		—		—
Below investment grade	—		—		—		—		—		—
Non-rated	350		349		350		348		350		359
Total	$	4,850	$	4,872	$	4,619	$	4,609	$	5,453	$	5,605

As of December 31, 2018 , the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $5,574 and mortgage-backed securities with a carrying value of $23,351 as collateral against specific municipal deposits. At December 31, 2018 , the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $1,977 as collateral against a borrowing line of credit with the Federal Reserve Bank. However, as of December 31, 2018 , there were no borrowings outstanding on this Federal Reserve Bank line of credit. As of December 31, 2018 , the Bank also has mortgage backed securities with a carrying value of $931 pledged as collateral to the Federal Home Loan Bank of Des Moines.

Intangible Assets. We have other intangibles of $7,501, comprised of core deposit intangible assets arising from various acquisitions from 2002 through 2017 and the premium on the Wells Insurance Agency customer relationships. The balance of intangible assets were $7,501, $4,805 and $5,449 at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively. Amortization expense, related to these intangible assets, was $325, $645 and $219 for the transition period ended December 31, 2018 and the years ended September 30, 2018 and 2017 , respectively. Accumulated amortization on intangible assets was $3,715, $3,390 and $2,746 at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively.

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

necessary if future economic conditions differ substantially from the economic assumptions used to determine the value of MSRs. The fair market value of the Company’s MSR asset increased from $1,951 at September 30, 2017 to $2,669 at September 30, 2018 and to $5,214 at December 31, 2018, primarily due to increased volume of originations, sales, retained servicing on residential mortgage loans and to the United Bank acquisition during the transition period ended December 31, 2018.

Deposits. Deposits are our largest source of funds. Average total deposits for the transition period ended December 31, 2018 were $815,838, compared to $665,782 and $510,932 for the years ended September 30, 2018 and 2017 . Total deposits increased to $1,007,512 at December 31, 2018 , from $746,529 at September 30, 2018 and $742,504 at September 30, 2017. The increase in deposits is largely attributed to the United Bank acquisition. The remaining deposit growth is attributed

to retail certificate growth and growth in nonmaturity commercial deposit relationships. The acquisition of the United Bank deposits helped enhance the deposit composition profile of the Company’s portfolio. Noninterest bearing deposits increased to 15% of total deposits at December 31, 2018 from 12% at September 30, 2018. Savings accounts increased to 19% of total deposits at December 31,2018, compared to 13% of total deposits at September 30, 2018. Meanwhile, certificates of deposits decreased from 42% to 36% of total deposits, money market accounts decreased from 15% to 13% of total deposits and interest-bearing demand deposits decreased from 19% to 17% of total deposits. The improving deposit mix reduces the Company’s reliance on higher-costing certificates of deposit.

Brokered deposits were $55,330 at December 31, 2018, $50,369 at September 30, 2018 and $42,840 September 30, 2017. We utilized brokered deposits to replace deposit runoff from closed branches, based on lower funding costs than other deposit growth opportunities. Brokered deposits represented 5.5% of total deposits. Brokered deposit levels are within all regulatory directives thereon.

Federal Home Loan Bank (FHLB) advances and other borrowings. FHLB advances increased from $63,000 at September 30, 2018 to $109,813 at December 31, 2018.

As we utilize advances, as necessary, to supplement core deposits to meet our funding and liquidity needs, and as we evaluate all options to lower the Bank's cost of funds. The Bank has an irrevocable Standby Letter of Credit Master Reimbursement Agreement with the Federal Home Loan Bank. This irrevocable standby letter of credit ("LOC") is supported by loan collateral as an alternative to directly pledging investment securities on behalf of a municipal customer as collateral for their interest bearing deposit balances. At December 31, 2018 , the Bank’s available and unused portion of this borrowing arrangement was approximately $178,620 compared to $226,223 and $92,959 as of September 30, 2018 and September 30, 2017.

In March 2017, the Bank prepaid $9,830 in FHLB borrowings with an average rate of 2.10% and average remaining maturity of 13.17 months. The prepayment fee totaled $104 and is included in other non-interest expense for fiscal 2017 , on the Consolidated Statement of Operations. Long-term fixed rate advances from the FHLB had contractual interest rates ranging from 0.99% to 1.29%, with a weighted-average contractual interest rate of 1.23% at December 31, 2017 . FHLB advances totaling $98,813 mature during calendar year 2019 and FHLB advances totaling $11,000 mature during calendar year 2022. Each Federal Home Loan Bank advance is payable at the maturity date, with a prepayment penalty for fixed rate advances.

On May 30, 2017, the Company extended a $5,000 term loan facility, which was funded on August 17, 2017, and was to mature on August 15, 2022 with a ten year amortization. The variable rate senior notes provided for a floating interest rate that reset quarterly at rates indexed to the three-month London interbank offered rate ("LIBOR") plus 2.70%. The contractual interest rates for those notes ranged from 4.01% to 5.07% during the year ended September 30, 2018, and from 3.44% to 4.01% during the year ended September 30, 2017. On August 1, 2018, the Company repaid these outstanding senior note obligations in full, and terminated all related loan agreements.

On August 10, 2017, the Company entered into subordinated note agreements totaling $15,000, maturing on August 10, 2027. The proceeds of the loans were used by the Company for the sole purpose of financing the acquisition, by merger, of Wells Financial Corporation. The subordinated notes are unsecured and are subordinate to the claims of other creditors of the Company.

The subordinated notes mature in August 2027, and will convert to variable interest rate notes in August 2022. These notes provide for an annual fixed interest rate for the first five years of 6.75%. After the fixed interest period and through maturity, the interest rate will be reset quarterly to equal the three-month LIBOR rate, plus 4.90%. Interest on the Notes will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year through the maturity date.

On August 1, 2018, the Company entered into a Business Credit Agreement evidencing a $7,500 revolving loan and Business Note in an initial principal amount of $10,000. The Revolving Loan matures on August 1, 2019 and the Note matures on August 1, 2030. The Revolving Loan and the Note each bear interest at a variable rate based on the U.S. Prime Rate as published in the Wall Street Journal, and are payable in accordance with the terms of the Loan Agreement and the Note, respectively. The proceeds from the Business Note were used to refinance existing senior notes, pay transaction fees and expenses and for general corporate purposes. The contractual interest rate for this Business Note ranged from 4.25% to 4.50%

during the year ended September 30, 2018 and ranged from 4.50% to 4.75% during the transition period ended December 31, 2018. The proceeds from the Revolving Loan will be used for general corporate purposes. At December 31, 2018 and September 30, 2018, there were no borrowings outstanding on this revolving loan.

Stockholders’ Equity. Total stockholders’ equity was $138,187 at December 31, 2018 , versus $135,847 at September 30, 2018 and $73,483 at September 30, 2017. The increase resulted primarily from the September 2018 conversion to common stock of the Company's Series A mandatorily convertible preferred stock issued in June, net income of $1,261 for the transition period ended December 31, 2018 and net income of $4,283 for the year ended September 30, 2018. As discussed in Note 1, “Nature of Business and Summary of Significant Accounting Policies”, in June 2018,the Company sold an aggregate of 500,000 shares of the Company’s 8.00% Series A Mandatorily Convertible Non-Cumulative Non-Voting Perpetual Preferred Stock, par value $0.01 per share, (the “Series A Preferred Stock”), in a private placement at $130.00 per share, for aggregate gross proceeds of $65 million. On September 28, 2018, each share of Series A Preferred Stock was mandatorily converted into 10 shares of common stock following receipt of stockholder approval of the issuance of the 5,000,000 shares of common stock. The resulting impact on stockholders’ equity was an increase of 5,000,0000 common shares outstanding at September 30, 2018.

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

Our primary sources of funds are: deposits; amortization, prepayments and maturities of outstanding loans; other short-term investments; and funds provided from operations. We use our sources of funds primarily to meet ongoing commitments, to pay maturing certificates of deposit and savings withdrawals, and to fund loan commitments. While scheduled payments from the amortization of loans and maturing short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Although $203,385 of our $364,466 ( 55.8% ) CD portfolio will mature within the next 12 months, we have historically retained a majority of our maturing CD’s. However, due to strategic pricing decisions regarding rate matching and branch closures, our retention rate may decrease in the future. Through new deposit product offerings to our branch and commercial customers, we are currently attempting to strengthen customer relationships to attract additional non-rate sensitive deposits. In our present interest rate environment, and based on maturing yields, this should also improve our cost of funds.

We maintain access to additional sources of funds including FHLB borrowings and lines of credit with the Federal Reserve Bank, and our correspondent banks. We utilize FHLB borrowings to leverage our capital base, to provide funds for our lending and investment activities, and to manage our interest rate risk. Our borrowing arrangement with the FHLB calls for pledging certain qualified real estate, commercial and industrial loans, and borrowing up to 75% of the value of those loans, not to exceed 35% of the Bank’s total assets. Currently, we have approximately $178,620 available to borrow under this arrangement, supported by loan collateral as of December 31, 2018 . We also maintain lines of credit of $1,553 with the Federal Reserve Bank and $18,500 of uncommitted federal funds purchased lines with correspondent banks as part of our contingency funding plan. In addition, the Company maintains a $7,500 revolving line of credit, which is available as needed for general liquidity purposes. See Note 9, "Federal Home Loan Bank and Other Borrowings" of "Notes to Consolidated Financial Statements" which are included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K, for further detail.

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

Off-Balance Sheet Arrangements . In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments, issued to meet customer financial needs. Such financial instruments are recorded in the financial statements when they become payable. These instruments include unused commitments for lines of credit, overdraft protection lines of credit and home equity lines of credit, as well as commitments to extend credit. As of December 31, 2018 , the Company had approximately $204,683 in unused commitments, compared to approximately $121,197 in unused commitments as of September 30, 2018. See Note 11, "Financial Instruments with Off-Balance Sheet Risk" of "Notes to Consolidated Financial Statements" which are included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K, for further detail.

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

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



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2018
Total capital (to risk weighted assets)	$	126,440,000	12.7	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	118,836,000		9.7	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%
As of September 30, 2018
Total capital (to risk weighted assets)	$	95,799,000	13.1	%	$	58,614,000	> =	8.0	%	$	73,268,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	89,051,000		12.2	%	43,961,000		> =	6.0	%	58,614,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	89,051,000		12.2	%	32,971,000		> =	4.5	%	47,624,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	89,051,000		9.2	%	38,765,000		> =	4.0	%	48,456,000		> =	5.0	%
As of September 30, 2017
Total capital (to risk weighted assets)	$	88,511,000	13.2	%	$	53,504,000	> =	8.0	%	$	66,880,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	82,569,000		12.4	%	40,128,000		> =	6.0	%	53,504,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	82,569,000		12.4	%	30,096,000		> =	4.5	%	43,472,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	82,569,000		9.2	%	35,776,000		> =	4.0	%	44,720,000		> =	5.0	%

At December 31, 2018 , the Bank was categorized as "Well Capitalized" under Prompt Corrective Action Provisions, as determined by the OCC, our primary regulator.

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



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2018
Total capital (to risk weighted assets)	$	123,657,000	12.4	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	101,053,000		8.3	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%
As of September 30, 2018
Total capital (to risk weighted assets)	$	145,052,000	19.8	%	$	58,614,000	> =	8.0	%	$	73,268,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	123,304,000		16.8	%	43,961,000		> =	6.0	%	58,614,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	123,304,000		16.8	%	32,971,000		> =	4.5	%	47,624,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	123,304,000		12.7	%	38,765,000		> =	4.0	%	48,456,000		> =	5.0	%
As of September 30, 2017
Total capital (to risk weighted assets)	$	79,889,000	12.0	%	$	53,504,000	> =	8.0	%	$	66,880,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	58,947,000		8.8	%	40,128,000		> =	6.0	%	53,504,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	58,947,000		8.8	%	30,096,000		> =	4.5	%	43,472,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	58,947,000		6.6	%	35,776,000		> =	4.0	%	44,720,000		> =	5.0	%

At December 31, 2018 , the Company was categorized as "Well Capitalized" under Prompt Corrective Action Provisions.

Selected Quarterly Financial Data

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

Transition period ended December 31, 2018:



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

Year ended September 30, 2018:



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

Year ended September 30, 2017:



	December 31,		March 31,		June 30,		September 30,
Interest income	$	6,948	$	6,539	$	6,621	$	7,770
Interest expense	1,391		1,315		1,306		1,598
Net interest income	5,557		5,224		5,315		6,172
Provision for loan losses	—		—		—		319
Net interest income after provision for loan losses	5,557		5,224		5,315		5,853
Non-interest income	1,243		1,126		991		1,391
Non-interest expense	5,393		4,957		4,619		7,909
Income before income tax expense	1,407		1,393		1,687		(665		)
Provision for income tax	467		459		604		(207		)
Net income	$	940	$	934	$	1,083	$	(458	)
Basic earnings per share	$	0.18	$	0.18	$	0.21	$	(0.08	)
Diluted earnings per share	$	0.18	$	0.17	$	0.20	$	(0.08	)
Dividends paid	—		$	0.16	—		—

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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


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


•	originating variable rate commercial and agriculture loans;


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


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


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


•	managing our exposure to changes in interest rates, including, but not limited to the sale of longer term fixed rate consumer loans;


•	with the acquisition of WFC, entering into selling loans on the secondary market with retained servicing; and


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

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

The following table sets forth, at December 31, 2018 , September 30, 2018 and September 30, 2017, an analysis of our interest rate risk as measured by the estimated changes in Economic Value of Equity (EVE) resulting from an immediate and permanent shift in the yield curve (up 300 basis points and down 200 basis points). As of December 31, 2018 , September 30, 2018 and September 30, 2017, due to the current level of interest rates, EVE estimates for decreases in interest rates greater than 200 and 100 basis points, respectively, are not meaningful.



	Percent Change in Economic Value of Equity (EVE)
Change in Interest Rates in Basis Points (“bp”) Rate Shock in Rates (1)	At December 31, 2018	At September 30, 2018	At September 30, 2017
+300 bp	(3)%	(9)%	(18)%
+200 bp	(2)%	(6)%	(10)%
+100 bp	(1)%	(3)%	(3)%
-100 bp	(1)%	1%	(5)%
-200 bp	(5)%	(1)%	N/M

N/M means not meaningful

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

Our overall interest rate sensitivity is demonstrated by net interest income shock analysis which measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of change in our net interest income over the next 12 months in the event of an immediate and parallel shift in the yield curve (up 300 basis points and down 200 basis points). The table below presents our projected change in net interest income for the various rate shock levels at December 31, 2018 , September 30, 2018 and September 30, 2017.



	Percent Change in Net Interest Income Over One Year Horizon
Change in Interest Rates in Basis Points (“bp”) Rate Shock in Rates (1)	At December 31, 2018	At September 30, 2018	At September 30, 2017
+300 bp	(6)%	(8)%	(10)%
+200 bp	(4)%	(5)%	(6)%
+100 bp	(2)%	(3)%	(2)%
-100 bp	1%	2%	(1)%
-200 bp	(1)%	0.4%	N/M

N/M means not meaningful


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

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

The assumptions used to measure and assess interest rate risk include interest rates, loan prepayment rates, deposit decay (runoff) rates, and the market values of certain assets under differing interest rate scenarios. At December 31, 2018 and September 30, 2018, the Company utilized the same third party's model to evaluate these scenarios and utilized a different third party's model to evaluate these scenarios at September 30, 2017. Actual values may differ from those projections set forth above should market conditions vary from the assumptions used in preparing the analysis. Further, the computations do not contemplate any actions we may undertake in response to changes in interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

The Company completed its acquisition of United Bank on October 19, 2018. As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of United Bank, which are reflected in our consolidated financial statements as of December 31, 2018, and for the period from the acquisition date through December 31, 2018. In accordance with our integration efforts, we plan to incorporate United Bank operations into our internal control over financial reporting structure within the time frame provided by applicable SEC rules and regulations. The assets of United Bank, excluding related goodwill, constituted less than 25% of our total consolidated assets, and revenue of United Bank constituted less than 25% of consolidated revenues, as of and for the three month transition period ended December 31, 2018.

Under the supervision of the Audit Committee and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon that evaluation, which excluded an assessment of the internal controls of the acquired operations of United Bank, management believes that as of December 31, 2018, the Company maintained effective internal control over financial reporting based on those criteria.

Baker Tilly Virchow Krause, LLP, the independent registered public accounting firm who also has audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting, which is included on pages 63 - 64 of Item 8.

CITIZENS COMMUNITY BANCORP, INC.

March 8, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Citizens Community Bancorp, Inc. and Subsidiary

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Citizens Community Bancorp, Inc. and Subsidiary (the "Company") as of December 31, 2018, September 30, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for the three month transition period ended December 31, 2018 and for each of the two years in the period ended September 30, 2018, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, September 30, 2018 and 2017, and the results of its operations and its cash flows for the three month transition period ended December 31, 2018 and for each of the two years in the period ended September 30, 2018, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

Basis for Opinions

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

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

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control

over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment of internal control over financial reporting United Bank, which was acquired on October 19, 2018, and whose financial statements constitute less than 25% of consolidated assets (excluding goodwill related to the United Bank transaction which was integrated into the Company's systems and control environment) and less than 25% of consolidated revenues, as of and for the three months ended December 31, 2018. Accordingly, our audit did not include the internal control over financial reporting at United Bank.

Emphasis of Matter

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

Definition and Limitations of Internal Control Over Financial Reporting

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

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

with the policies or procedures may deteriorate.

/s/ Baker Tilly Virchow Krause, LLP

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

Minneapolis, Minnesota

March 8, 2019

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Balance Sheets

(in thousands, except share data)



	December 31, 2018			September 30, 2018			September 30, 2017
Assets
Cash and cash equivalents	$	45,778		$	34,494		$	41,677
Other interest-bearing deposits	7,460			7,180			8,148
Securities available for sale "AFS"	146,725			118,482			95,883
Securities held to maturity "HTM"	4,850			4,619			5,453
Non-marketable equity securities, at cost	11,261			7,218			7,292
Loans receivable	992,556			759,247			732,995
Allowance for loan losses	(7,604		)	(6,748		)	(5,942		)
Loans receivable, net	984,952			752,499			727,053
Loans held for sale	1,927			1,917			2,334
Mortgage servicing rights	4,486			1,840			1,886
Office properties and equipment, net	13,513			10,034			9,645
Accrued interest receivable	4,307			3,600			3,291
Intangible assets	7,501			4,805			5,449
Goodwill	31,474			10,444			10,444
Foreclosed and repossessed assets, net	2,570			2,768			6,017
Bank owned life insurance ("BOLI")	17,792			11,661			11,343
Other assets	3,328			3,848			4,749
TOTAL ASSETS	$	1,287,924		$	975,409		$	940,664
Liabilities and Stockholders’ Equity
Liabilities:
Deposits	$	1,007,512		$	746,529		$	742,504
Federal Home Loan Bank advances	109,813			63,000			90,000
Other borrowings	24,647			24,619			30,319
Other liabilities	7,765			5,414			4,358
Total liabilities	1,149,737			839,562			867,181
Stockholders’ Equity:
Common stock— $0.01 par value, authorized 30,000,000; 10,953,512, 10,913,853 and 5,888,816 shares issued and outstanding, respectively	109			109			59
Additional paid-in capital	125,512			125,063			63,383
Retained earnings	15,264			14,003			10,764
Unearned deferred compensation	(857		)	(622		)	(456		)
Accumulated other comprehensive loss	(1,841		)	(2,706		)	(267		)
Total stockholders’ equity	138,187			135,847			73,483
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,287,924		$	975,409		$	940,664

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Operations

(in thousands, except per share data)



	For the Transition Period ended December 31, 2018			For the Three Month Period ended December 31, 2017 (Unaudited)		For the year ended September 30, 2018			For the year ended September 30, 2017
Interest and dividend income:
Interest and fees on loans	$	11,839		$	8,721	$	35,539		$	25,826
Interest on investments	1,208			691		3,357			2,052
Total interest and dividend income	13,047			9,412		38,896			27,878
Interest expense:
Interest on deposits	2,131			1,202		5,543			4,299
Interest on FHLB borrowed funds	482			261		1,310			717
Interest on other borrowed funds	394			422		1,740			594
Total interest expense	3,007			1,885		8,593			5,610
Net interest income before provision for loan losses	10,040			7,527		30,303			22,268
Provision for loan losses	950			100		1,300			319
Net interest income after provision for loan losses	9,090			7,427		29,003			21,949
Non-interest income:
Service charges on deposit accounts	619			460		1,792			1,433
Interchange income	336			306		1,284			789
Loan servicing income	510			328		1,379			380
Gain on sale of mortgage loans	388			294		943			686
Loan fees and service charges	273			154		521			438
Insurance commission income	162			166		720			122
Settlement proceeds	—			—		—			283
(Losses) gains on available for sale securities	—			—		(17		)	111
Other	238			231		748			509
Total non-interest income	2,526			1,939		7,370			4,751
Non-interest expense:
Compensation and related benefits benefits	4,946			3,555		14,979			10,862
Occupancy	808			705		2,975			2,780
Office	464			438		1,715			1,204
Data processing	993			704		2,928			2,052
Amortization of intangible assets	325			162		644			219
Amortization of mortgage servicing rights	175			90		335			39
Advertising, marketing and public relations	226			149		745			545
FDIC premium assessment	144			142		472			300
Professional services	1,118			688		2,323			2,078
(Gains) losses on repossessed assets, net	(30		)	13		535			32
Other	625			497		2,113			2,767
Total non-interest expense	9,794			7,143		29,764			22,878
Income before provision for income tax	1,822			2,223		6,609			3,822
Provision for income taxes	561			883		2,326			1,323
Net income attributable to common stockholders	$	1,261		$	1,340	$	4,283		$	2,499
Per share information:
Basic earnings	$	0.12		$	0.23	$	0.72		$	0.47
Diluted earnings	$	0.12		$	0.23	$	0.58		$	0.46
Cash dividends paid	$	—		$	—	$	0.20		$	0.16

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Comprehensive Income

(in thousands, except per share data)



	For the Transition Period ended, December 31, 2018		For the year ended September 30, 2018			For the year ended September 30, 2017
Net income attributable to common stockholders	$	1,261	$	4,283		$	2,499
Other comprehensive income (loss), net of tax:
Securities available for sale
Net unrealized gains (losses) arising during period	865		(2,290		)	(948		)
Reclassification adjustment for (losses) gains included in net income	—		(12		)	67
Other comprehensive income (loss)	865		(2,302		)	(881		)
Comprehensive income	$	2,126	$	1,981		$	1,618

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except Shares)



	Common Stock				Preferred Stock			Additional Paid-In Capital			Retained Earnings			Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
	Shares		Amount		Amount			Additional Paid-In Capital			Retained Earnings			Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance, September 30, 2016	5,260,098		$	53	$	—		$	54,963		$	9,107		$	(193	)	$	614		$	64,544
Net income	—		—		—			—			2,499			—			—			2,499
Other comprehensive income, net of tax	—		—		—			—			—			—			(881		)	(881		)
Surrender of restricted shares of common stock	(1,741	)	—		—			(22		)	—			—			—			(22		)
Common stock awarded under the equity incentive plan	25,569		—		—			346			—			(346		)	—			—
Common stock options exercised	14,100		—		—			114			—			—			—			114
Common stock repurchased	(1,428	)	—		—			(16		)	—			—			—			(16		)
Shares issued to WFC shareholders	592,218		6		—			7,967			—			—			—			7,973
Stock option expense	—		—		—			31			—			—			—			31
Amortization of restricted stock	—		—		—			—			—			83			—			83
Cash dividends ($0.16 per share)	—		—		—			—			(842		)	—			—			(842		)
Balance, September 30, 2017	5,888,816		$	59	$	—		$	63,383		$	10,764		$	(456	)	$	(267	)	$	73,483
Net income	—		—		—			—			4,283			—			—			4,283
Other comprehensive loss, net of tax	—		—		—			—			—			—			(2,302		)	(2,302		)
Reclassification of certain deferred tax effects (1)	—		—		—			—			137			—			(137		)	—
Preferred stock issued (net of $3,735 of issuance costs)	—		—		61,265			—			—			—			—			61,265
Preferred stock converted to common stock	5,000,000		50		(61,265		)	61,215			—			—			—			—
Forfeiture of unvested shares	(11,847	)	—		—			(124		)	—			124			—			—
Surrender of restricted shares of common stock	(2,335	)	—		—			(33		)	—			—			—			(33		)
Restricted Common stock awarded under the equity incentive plan	33,230		—		—			561			—			(561		)	—			—
Common stock options exercised	6,042		—		—			50			—			—			—			50
Common stock repurchased	(53	)	—		—			(1		)	—			—			—			(1		)
Stock option expense	—		—		—			12			—			—			—			12
Amortization of restricted stock	—		—		—			—			—			271			—			271
Cash dividends ($0.20 per share)	—		—		—						(1,181		)	—			—			(1,181		)
Balance, September 30, 2018	10,913,853		$	109	$	—		$	125,063		$	14,003		$	(622	)	$	(2,706	)	$	135,847

(continued)



	Common Stock				Preferred Stock		Additional Paid-In Capital			Retained Earnings		Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
	Shares		Amount		Amount		Additional Paid-In Capital			Retained Earnings		Unearned Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance, September 30, 2018	10,913,853		$	109	$	—	$	125,063		$	14,003	$	(622	)	$	(2,706	)	$	135,847
Net income	—		—		—		—			1,261		—			—			1,261
Other comprehensive income, net of tax	—		—		—		—			—		—			865			865
Surrender of restricted shares of common stock	(595	)	—		—		(8		)	—		—			—			(8		)
Restricted Common stock awarded under the equity incentive plan	27,514		—		—		362			—		(362		)	—			—
Common stock options exercised	12,740		—		—		90			—		—			—			90
Stock option expense	—		—		—		5			—		—			—			5
Amortization of restricted stock	—		—		—		—			—		127			—			127
Balance, December 31, 2018	10,953,512		$	109	$	—	$	125,512		$	15,264	$	(857	)	$	(1,841	)	$	138,187

(1) Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. For further information, refer to Note 1, "Nature of Business and Summary of Significant Accounting Policies".

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2018 and 2017

(in thousands, except per share data)



	For the Transition Period ended December 31,			For the Years Ended September 30,
	2018			2018			2017
Cash flows from operating activities:
Net income attributable to common stockholders	$	1,261		$	4,283		$	2,499
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of premium/discount on securities	281			1,052			795
Provision for depreciation	313			1,054			864
Provision for loan losses	950			1,300			319
Net realized loss (gain) on sale of securities	—			17			(111		)
Increase in MSR assets resulting from transfers of financial assets	(100		)	(289		)	(200		)
Amortization of MSR assets	175			335			36
Amortization of intangible assets	325			644			219
Amortization of restricted stock	127			271			83
Net stock based compensation expense	5			12			31
(Gain) loss on sale of office properties and equipment	—			(3		)	181
(Benefit) provision for deferred income taxes	—			(194		)	1,950
Increase in cash surrender value of life insurance	(110		)	(318		)	(318		)
Net loss from disposals of foreclosed and repossessed assets	30			535			32
Gain on sale of loans held for sale, net	(388		)	(943		)	(196		)
Net change in loans held for sale	378			1,360			(1,486		)
(Increase decrease in accrued interest receivable and other assets	(156		)	683			117
Increase (decrease) in other liabilities	733			1,056			(2,902		)
Total adjustments	2,563			6,572			(586		)
Net cash provided by operating activities	3,824			10,855			1,913
Cash flows from investing activities:
Purchase of investment securities	(30,566		)	(36,933		)	(34,868		)
Purchase of bank owned life insurance	—			—			(3,500		)
Net decrease in interest-bearing deposits	—			968			968
Proceeds from sale of securities available for sale	—			26			38,051
Principal payments on investment securities	3,004			10,785			9,597
Net (purchases)/sales of non-marketable equity securities	(3,548		)	74			(384		)
Proceeds from sale of foreclosed and repossessed assets	420			5,347			1,111
Net (increase) decrease in loans	(33,796		)	(26,849		)	22,374
Net capital expenditures	(590		)	(2,955		)	(609		)
Net cash disbursed (acquired) in business combinations	48,130			—			(18,968		)
Proceeds from disposal of office properties and equipment	—			74			21
Net cash (used in) provided by investing activities	(16,946		)	(49,463		)	13,793
Cash flows from financing activities:
Net (decrease) increase in Federal Home Loan Bank advances	36,012			(27,000		)	30,709
Proceeds from other borrowings, net of debt issuance costs	—			9,911			—
Proceeds from other borrowings to fund business combination, net of origination costs	—			—			19,625
Principal payment reduction to other borrowings	—			(15,611		)	(306		)
Net increase (decrease) in deposits	(11,688		)	4,025			(33,078		)
Proceeds from private placement stock offering, net of issuance costs	—			61,265			—



Capitalized equity issuance costs	—			—			(259		)
Repurchase shares of common stock	—			(1		)	(16		)
Surrender of restricted shares of common stock	(8		)	(33		)	(22		)
Exercise of common stock options	90			50			114
Cash dividends paid	—			(1,181		)	(842		)
Net cash provided by financing activities	24,406			31,425			15,925
Net (decrease) increase in cash and cash equivalents	11,284			(7,183		)	31,631
Cash and cash equivalents at beginning of period	34,494			41,677			10,046
Cash and cash equivalents at end of period	$	45,778		$	34,494		$	41,677

Supplemental cash flow information:
Cash paid during the period for:
Interest on deposits	$	2,183		$	5,530		$	4,199
Interest on borrowings	$	753		$	2,943		$	1,099
Income taxes	$	578		$	1,160		$	1,618
Supplemental noncash disclosure:
Transfers from loans receivable to foreclosed and repossessed assets	$	252		$	1,189		$	791
Fair value of assets acquired, net of cash and cash equivalents	$	215,958		$	—		$	256,865
Fair value of liabilities assumed, net of cash and cash equivalents	$	285,118		$	—		$	221,812

See accompanying notes to audited consolidated financial statements.

CITIZENS COMMUNITY BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share data)

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

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

The Bank is a national banking association (a "National Bank") and operates under the title of Citizens Community Federal National Association ("Citizens Community Federal N.A." or "Bank"). The Company is a bank holding company, supervised by the Federal Reserve Bank of Minneapolis (the "FRB"), and operates under the title of Citizens Community Bancorp, Inc. The U.S. Office of the Comptroller of the Currency (the "OCC"), is the primary federal regulator for the Bank.

The consolidated income of the Company is principally derived from the income of the Bank, the Company’s wholly owned subsidiary, serving customers primarily in Wisconsin and Minnesota through 26 branch locations, along with one branch in Michigan which the Company has a signed agreement to sell. Its primary markets include the Chippewa Valley Region in Wisconsin, the Twin Cities and Mankato markets in Minnesota, and various rural communities around these areas. The Bank offers traditional community banking services to businesses, Agricultural operators and consumers, including one-to-four family residential mortgages, as well as expanded services through Wells Insurance Agency, Inc.

On September 25, 2018, the board of directors authorized a change in our fiscal year from September 30 to December 31. We sometimes refer to the three months ended December 31, 2018 as the "transition period." In this Transition Report, our fiscal years are identified according to the calendar year in which they historically ended (e.g., the fiscal years ended September 30, 2018 is referred to as "fiscal 2018," September 30, 2017 is referred to as "fiscal 2017," as if we had not changed our fiscal year to a calendar year on September 25, 2018.

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

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

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

In preparing these consolidated financial statements, we evaluated the events and transactions occurring subsequent to the balance sheet date of December 31, 2018 through the date on which the consolidated financial statements were available to be issued for items that should potentially be recognized or disclosed in these consolidated financial statements. For further disclosure and discussion, see Note 19, "Subsequent Events".

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

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

Use of Estimates— Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, fair value of financial instruments, the allowance for loan losses, mortgage servicing rights, foreclosed and repossessed assets, valuation of acquired intangible assets, useful lives for depreciation and amortization, indefinite-lived intangible assets. valuation of goodwill and long-lived assets, stock based compensation, deferred tax assets, uncertain income tax positions and contingencies. Management does not anticipate any material changes to estimates made herein in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: those items described under the caption “Risk Factors” in Item 1A of the accompanying transition report on Form 10-K for the year ended December 31, 2018 and external market factors such as market interest rates and employment rates, changes to operating policies and procedures, and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period.

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

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

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

Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, and net of deferred loan fees and costs, and non-accretable discount on purchased of credit impaired loans. Interest income is accrued on the unpaid principal balance of these loans. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the interest method without anticipating prepayments. Late charge fees are recognized into income when collected.

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

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

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

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

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

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

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

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

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

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

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

Loans acquired with deteriorated credit quality are accounted for in accordance with Accounting Standards Codification (“ASC”) 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC 310-30) if, at acquisition, the loans have evidence of credit quality deterioration since origination and it is probable that all contractually required payments

will not be collected. At acquisition, the Company considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include; loans 90 days or more past due, loans with an internal risk grade of substandard or below, loans classified as non-accrual by the acquired institution, and loans that have been previously modified in a troubled debt restructuring.

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

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

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

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

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

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

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

Non-marketable Equity Securities — Non-marketable equity securities are comprised of Federal Home Loan Bank (FHLB) stock and Federal Reserve Bank (FRB) stock, and are carried at cost.

The Bank is a member of the FHLB system. Members are required to own a certain amount of FHLB stock based on the Bank’s level of borrowings from the FHLB and other factors, and may invest in additional amounts of FHLB stock. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on the ultimate recovery of par value. The determination of whether a decline affects the ultimate recovery is influenced by criteria such as: (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and length of time a decline has persisted; (2) the impact of legislative and regulatory changes on the FHLB; and (3) the liquidity position of the FHLB. Cash dividends are reported as income.

FHLB stock is evaluated quarterly for impairment. Quarterly cash dividends are paid on FHLB stock owned by members as a condition for required membership and also paid on stock owned by members based on activity.

Based on management’s quarterly evaluation, no impairment has been recorded on these securities.

As a National Banking Association, the Bank must be a member of the Federal Reserve system. Each member bank is required to subscribe to Federal Reserve Stock in an amount equal to 6 percent of its capital and surplus. Although the par value of the stock is $100 per share, banks (including the Bank) pay only $50 per share at the time of purchase, with the understanding that the other half of the subscription amount is subject to call at any time. Dividends are paid at the statutory rate of 6 percent per annum, or $1.50 per share semi-annually on the last business day of June and December.

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

Transfers of financial assets— Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the entity, (2) the transferee obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets, and (3) the entity does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.

Goodwill and other intangible assets— The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, "Intangibles - Goodwill and Other." The Company records the excess of the cost of acquired entities over the fair value of identifiable tangible and intangible assets acquired, less liabilities assumed, as goodwill. The Company amortizes acquired intangible assets with definite useful economic lives over their useful economic lives utilizing the straight-line method. On a periodic basis, management assesses whether events or changes in circumstances indicate that the carrying amounts of the intangible assets may be impaired. The Company does not amortize goodwill and any acquired intangible asset with an indefinite useful economic life, but reviews them for impairment at a reporting unit level on an annual basis, or when events or changes in circumstances indicate that the carrying amounts may be impaired. A reporting unit is defined as any distinct, separately identifiable component of the Company’s one operating segment for which complete, discrete financial information is available and reviewed regularly by the segment’s management. The Company has one reporting unit as of December 31, 2018 which is related to its banking activities. The Company has performed the required goodwill impairment test and has determined that goodwill was not impaired as of December 31, 2018 .

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

Interest Bearing Deposits— Other interest bearing deposits are certificate of deposit investments made by the Bank with other financial institutions that are carried at cost. The weighted average months to maturity of the interest bearing deposits is 19.91 months . Balances over $250 in those institutions are not insured by the FDIC and therefore pose a potential risk in the event the institution were to fail. As of December 31, 2018 , September 30, 2018 and September 30, 2017, there was one certificate of deposit with a balance of $251 .

Debt and equity issuance costs— Debt issuance costs, which consist primarily of fees paid to note lenders, are deferred and included in other borrowings in the consolidated balance sheet. Debt issuance costs are amortized over the contractual term of the corresponding debt, as a component of interest expense on other borrowed funds in the consolidated statement of operations. Specific costs associated with the issuance of shares of the Company's common or preferred stock are netted against proceeds and recorded in stockholders' equity, as additional paid in capital, on the consolidated balance sheet, in the period of the share issuance.

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

Income Taxes – The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” Under this guidance, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. See Note 14, "Income Taxes" for details on the Company’s income taxes.

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

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

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

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

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

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

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

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

At December 31, 2018 , the Company had $6,176 of loan commitments outstanding related to loans being originated for sale, all of which were subject to interest rate lock commitments and corresponding forward loan sale agreements, as described above. The net fair values of outstanding interest rate-lock commitments and forward sale agreements were considered immaterial to the Company's consolidated financial statements as of December 31, 2018 .

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

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

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

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

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

Recent Accounting Pronouncements—Adopted

ASU 2018-02; Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income— Issued in February 2018, the ASU permits, but does not require, entities to reclassify tax effects stranded in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act of 2017 to retained earnings. Companies that elect to reclassify these amounts must reclassify stranded tax effects for all items accounted for in accumulated other comprehensive income. The Company elected early adoption and adopted this standard update, effective January 1, 2018. The Company’s stranded tax effects were related to valuation of the net deferred tax asset attributable to items of accumulated other comprehensive income (loss), which are unrealized gains (losses) on available-for-sale securities. Adoption resulted in a reclassification between two categories of stockholders’ equity at March 31, 2018, with an increase of $137 in retained earnings and a decrease in accumulated other comprehensive loss for the same amount (no net change in stockholders’ equity).

Recently Issued, But Not Yet Effective Accounting Pronouncements

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

ASU 2016-01; Recognition and Measurement of Financial Assets and Liabilities— The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 will be effective for the Company in the first quarter of 2019. Adoption of ASU 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements.

ASU 2016-02; Leases (Topic 842)— The ASU changes current GAAP by requiring that lease assets and liabilities arising from operating leases be recognized on the balance sheet. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11, Codification Improvements to Topic 842, Leases, amending various aspects of Topic 842. Topic 842 would not significantly change the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee from current U.S. GAAP. For leases with a term of 12 months or less, a lessee would be permitted to make an accounting policy election, by class of underlying asset, not to recognize lease assets and liabilities. Topic 842 will become effective for the Company for annual and interim periods beginning in the first quarter 2019. Adoption of Topic 842 is not expected to have a material impact on the Company’s consolidated financial statements. However, the resulting increase in both total assets and total liabilities will impact the Bank and Company’s regulatory capital and related ratios. Management's preliminary estimate of the initial increase on total assets and total liabilities resulting from adoption is approximately $5,000 . The Company leases certain branch locations and its corporate offices under operating leases that will result in the recognition of lease assets and lease liabilities on the consolidated balance sheet under Topic 842. Eleven of the Company’s locations are leased.

ASU 2016-13; Financial Instruments-Credit Losses (Topic 326)— The ASU changes accounting for credit losses on loans receivable and debt securities from an incurred loss methodology to an expected credit loss methodology. Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Accordingly, ASU 2016-13 requires the use of forward-looking information to form credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, though the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and purchased financial assets with credit deterioration. The amendments in ASU 2016-13 will be effective for the Company beginning in the first quarter 2020. Earlier adoption is permitted; however, the Company does not currently plan to adopt the ASU early. Management is assessing alternative loss estimation methodologies and the Company’s data and system needs in order to evaluate the impact that adoption of this standard will have on the Company’s financial condition and results of operations. The Company will record the effect of implementing this ASU through a cumulative-effect adjustment through retained earnings as of the beginning of the reporting period in which the ASU is effective, which will be March 31, 2020.

ASU 2017-04; Intangibles - Goodwill and Other (Topic 350)— The ASU simplifies the accounting for goodwill impairment. This guidance, among other things, removes step two of the goodwill impairment test thus eliminating the need to determine the fair value of individual assets and liabilities of the reporting unit. Upon adoption of this ASU, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This may result in either greater or less impairment being recognized than under current guidance. This Update will become effective for the Company’s annual goodwill impairment tests beginning in the first quarter 2020. The Company does not expect adoption of this ASU to have a material impact on its consolidated financial statements.

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

ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)— The ASU was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement), by providing guidance for determining when the arrangement includes a software license. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract, with similar costs to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments. This guidance will

become effective for the Company beginning in the first quarter 2020, with early adoption permitted. The Company does not expect adoption of this ASU to have a material impact on its consolidated financial statements.

NOTE 2 – ACQUISITION

United Bank

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

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

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

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

The acquisition of the net assets of United constitutes a business combination as defined by FASB ASC Topic 805, " Business Combinations ." Accordingly, the assets acquired and liabilities assumed are presented at their fair values at acquisition date. Fair values were determined based on the requirements of FASB ASC Topic 820, " Fair Value Measurements ." In many cases, the determination of these fair values required management to make estimates regarding discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change for a period up to 12 months after the acquisition date. Management engaged third-party valuation specialists to assist in determining such values. The preliminary results of the fair value evaluation generated goodwill and intangible assets as noted above.

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



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



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

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

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

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



	United Bank

Fair value of consideration paid	$	51,128

Fair value of identifiable assets acquired:
Cash and cash equivalents	97,023
Fed funds sold	2,235
Interest bearing deposits	280
Non-marketable equity securities, at cost	495
Loans held for sale	82
Loans receivable, net	199,859
Mortgage servicing assets	2,721
Premises and equipment, net	3,202
Core intangible assets	3,021
Cash value of life insurance	6,021
Other assets	277
Total identifiable assets acquired	$	315,216

Fair value of liabilities assumed:
Deposits	$	272,671
Other borrowings	10,801
Other liabilities	1,646
Total liabilities assumed	285,118
Fair value of net identifiable assets acquired	30,098
Goodwill recognized	$	21,030

NOTE 3 – INVESTMENT SECURITIES

The amortized cost, estimated fair value and related unrealized gains and losses on securities available for sale and held to maturity as of December 31, 2018 , September 30, 2018 and September 30, 2017, respectively, were as follows:



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

September 30, 2018
U.S. government agency obligations	$	35,880	$	3	$	1,280	$	34,603
Obligations of states and political subdivisions	35,348		2		796		34,554
Mortgage-backed securities	42,796		26		1,451		41,371
Agency Securities	104		78		—		182
Corporate debt securities	6,593		—		317		6,276
Corporate asset based securities	1,494		2		—		1,496
Total available for sale securities	$	122,215	$	111	$	3,844	$	118,482

September 30, 2017
U.S. government agency obligations	$	18,454	$	35	$	448	$	18,041
Obligations of states and political subdivisions	35,656		270		131		35,795
Mortgage-backed securities	36,661		124		311		36,474
Agency Securities	147		83		—		230
Corporate debt securities	5,410		—		67		5,343
Total available for sale securities	$	96,328	$	512	$	957	$	95,883



Held to maturity securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2018
Obligations of states and political subdivisions	$	1,701	$	—	$	3	$	1,698
Mortgage-backed securities	3,149		42		17		3,174
Total held to maturity securities	$	4,850	$	42	$	20	$	4,872
September 30, 2018
Obligations of states and political subdivisions	$	1,307	$	—	$	5	$	1,302
Mortgage-backed securities	3,312		36		41		3,307
Total held to maturity securities	$	4,619	$	36	$	46	$	4,609
September 30, 2017
Obligations of states and political subdivisions	$	1,311	$	17	$	—	$	1,328
Mortgage-backed securities	4,142		136		1		4,277
Total held to maturity securities	$	5,453	$	153	$	1	$	5,605

At December 31, 2018 , the Bank has pledged certain of its U.S. Government Agency securities with a carrying value of $1,977 as collateral to secure a line of credit with the Federal Reserve Bank. However, as of December 31, 2018 , there were no borrowings outstanding on this Federal Reserve Bank line of credit. As of December 31, 2018 , the Bank has pledged certain of

its U.S. Government Agency securities with a carrying value of $5,574 and mortgage-backed securities with a carrying value of $23,351 as collateral against specific municipal deposits. As of December 31, 2018 , the Bank also has mortgage backed securities with a carrying value of $931 pledged as collateral to the Federal Home Loan Bank of Des Moines.

The estimated fair value of available for sale securities at December 31, 2018 , by contractual maturity, is shown below. Expected maturities will differ from contractual maturities on mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Expected maturities may differ from contractual maturities on certain agency and municipal securities due to the call feature.



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



Held to maturity securities	Amortized Cost		Estimated Fair Value
Due in one year or less	$	680	$	679
Due after one year through five years	1,021		1,020
Total securities with contractual maturities	1,701		1,699
Mortgage backed securities	3,149		3,173
Total held to maturity securities	$	4,850	$	4,872

Securities with unrealized losses at December 31, 2018 and September 30, 2018, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:



	Less than 12 Months				12 Months or More				Total
Available for sale securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
December 31, 2018
U.S. government agency obligations	$	25,061	$	165	$	19,755	$	765	$	44,816	$	930
Obligations of states and political subdivisions	5,807		28		24,124		428		29,931		456
Mortgage-backed securities	3,518		9		31,040		930		34,558		939
Agency securities	28		5		—		—		28		5
Corporate debt securities	1,233		17		5,071		255		6,304		272
Corporate asset based securities	10,142		40		—		—		10,142		40
Total	$	45,789	$	264	$	79,990	$	2,378	$	125,779	$	2,642
September 30, 2018
U.S. government agency obligations	$	22,283	$	311	$	11,771	$	969	$	34,054	$	1,280
Obligations of states and political subdivisions	25,019		393		8,647		403		33,666		796
Mortgage-backed securities	18,323		418		20,968		1,033		39,291		1,451
Corporate debt securities	1,247		3		5,029		314		6,276		317
Total	$	66,872	$	1,125	$	46,415	$	2,719	$	113,287	$	3,844
September 30, 2017
U.S. government agency obligations	$	8,296	$	186	$	6,932	$	262	$	15,228	$	448
Obligations of states and political subdivisions	8,170		62		3,701		70		11,871		132
Mortgage-backed securities	14,167		96		9,753		215		23,920		311
Corporate debt securities	5,343		67		—		—		5,343		67
Total	$	35,976	$	411	$	20,386	$	547	$	56,362	$	958



	Less than 12 Months				12 Months or More				Total
Held to maturity securities	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
December 31, 2018
Obligations of states and political subdivisions	$	1,290	$	1	$	409	$	2	$	1,699	$	3
Mortgage-backed securities	1,238		3		1,319		14		2,557		17
Total	$	2,528	$	4	$	1,728	$	16	$	4,256	$	20
September 30, 2018
Obligations of states and political subdivisions	$	1,302	$	5	$	—	$	—	$	1,302	$	5
Mortgage-backed securities	2,383		28		286		13		2,669		41
Total	$	3,685	$	33	$	286	$	13	$	3,971	$	46
September 30, 2017
Obligations of states and political subdivisions	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities	406		1		—		—		406		1
Total	$	406	$	1	$	—	$	—	$	406	$	1

rates of the underlying collateral, remaining credit support, and historical loss severities. Adjustments to market value of available for sale securities that are considered temporary are recorded as separate components of shareholders' equity, net of tax. If the unrealized loss of a security is identified as other-than-temporary based on information available, such as the decline in the creditworthiness of the issuer, external market ratings, or the anticipated or realized elimination of associated dividends, such impairments are further analyzed to determine if credit loss exists. If there is a credit loss, it will be recorded in the Company's consolidated statement of operations. Non-credit components of the unrealized losses on available for sale securities will continue to be recognized in other comprehensive income (loss), net of tax. Unrealized losses reflected in the preceding tables have not been included in results of operations because the unrealized loss was not deemed other-than-temporary. Management has determined that more likely than not, the Company neither intends to sell, nor will it be required to sell each debt security before its anticipated recovery, and therefore recovery of cost will occur.

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



	December 31, 2018			September 30, 2018			September 30, 2017
Originated Loans:
Residential real estate:
One to four family	$	121,053		$	122,797		$	132,380
Purchased HELOC loans	12,883			13,729			18,071
Commercial/Agricultural real estate:
Commercial real estate	200,875			168,319			97,155
Agricultural real estate	29,589			27,017			10,628
Multi-family real estate	61,574			44,767			24,486
Construction and land development	15,812			14,648			12,399
Consumer non-real estate:
Originated indirect paper	56,585			60,991			85,732
Purchased indirect paper	15,006			17,254			29,555
Other Consumer	15,553			15,991			14,496
Commercial/Agricultural non-real estate:
Commercial non-real estate	73,518			62,196			35,198
Agricultural non-real estate	17,341			17,514			12,493
Total originated loans	$	619,789		$	565,223		$	472,593
Acquired Loans:
Residential real estate:
One to four family	$	88,873		$	73,255		$	97,183
Commercial/Agricultural real estate:
Commercial real estate	157,084			48,384			62,807
Agricultural real estate	56,426			43,500			57,374
Multi-family real estate	7,826			3,294			1,742
Construction and land development	6,879			3,091			7,309
Consumer non-real estate:
Other Consumer	4,661			2,853			6,172
Commercial/Agricultural non-real estate:
Commercial non-real estate	38,909			14,058			20,053
Agricultural non-real estate	18,986			9,035			11,380
Total acquired loans	$	379,644		$	197,470		$	264,020
Total Loans:
Residential real estate:
One to four family	$	209,926		$	196,052		$	229,563
Purchased HELOC loans	12,883			13,729			18,071
Commercial/Agricultural real estate:
Commercial real estate	357,959			216,703			159,962
Agricultural real estate	86,015			70,517			68,002
Multi-family real estate	69,400			48,061			26,228
Construction and land development	22,691			17,739			19,708
Consumer non-real estate:
Originated indirect paper	56,585			60,991			85,732
Purchased indirect paper	15,006			17,254			29,555
Other Consumer	20,214			18,844			20,668
Commercial/Agricultural non-real estate:
Commercial non-real estate	112,427			76,254			55,251
Agricultural non-real estate	36,327			26,549			23,873
Gross loans	$	999,433		$	762,693		$	736,613
Less:
Unearned net deferred fees and costs and loans in process	409			557			1,471
Unamortized discount on acquired loans	(7,286		)	(4,003		)	(5,089		)
Allowance for loan losses	(7,604		)	(6,748		)	(5,942		)
Loans receivable, net	$	984,952		$	752,499		$	727,053

Portfolio Segments:

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

Commercial and agricultural real estate loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and prudently expand its business. Management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The level of owner-occupied property versus non-owner-occupied property are tracked and monitored on a regular basis. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Loan-to-value ratios on loans secured by farmland generally do not exceed 75%.

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

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

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



	1 to 5		6		7			8		9		TOTAL
Originated Loans:
Residential real estate:
One to four family	$	118,461	$	165	$	2,427		$	—	$	—	$	121,053
Purchased HELOC loans	12,883		—		—			—		—		12,883
Commercial/Agricultural real estate:
Commercial real estate	200,226		197		452			—		—		200,875
Agricultural real estate	27,581		987		1,021			—		—		29,589
Multi-family real estate	61,574		—		—			—		—		61,574
Construction and land development	15,813		—		(1		)	—		—		15,812
Consumer non-real estate:
Originated indirect paper	56,371		—		214			—		—		56,585
Purchased indirect paper	15,006		—		—			—		—		15,006
Other Consumer	15,515		—		38			—		—		15,553
Commercial/Agricultural non-real estate:
Commercial non-real estate	73,412		106		—			—		—		73,518
Agricultural non-real estate	16,494		205		642			—		—		17,341
Total originated loans	$	613,336	$	1,660	$	4,793		$	—	$	—	$	619,789
Acquired Loans:
Residential real estate:
One to four family	$	84,281	$	2,657	$	1,935		$	—	$	—	$	88,873
Commercial/Agricultural real estate:
Commercial real estate	145,674		5,808		5,602			—		—		157,084
Agricultural real estate	50,215		—		6,211			—		—		56,426
Multi-family real estate	7,661		—		165			—		—		7,826
Construction and land development	6,287		183		409			—		—		6,879
Consumer non-real estate:
Other Consumer	4,639		—		22			—		—		4,661
Commercial/Agricultural non-real estate:
Commercial non-real estate	35,221		1,338		2,350			—		—		38,909
Agricultural non-real estate	16,644		50		2,292			—		—		18,986
Total acquired loans	$	350,622	$	10,036	$	18,986		$	—	$	—	$	379,644
Total Loans:
Residential real estate:
One to four family	$	202,742	$	2,822	$	4,362		$	—	$	—	$	209,926
Purchased HELOC loans	12,883		—		—			—		—		12,883
Commercial/Agricultural real estate:
Commercial real estate	345,900		6,005		6,054			—		—		357,959
Agricultural real estate	77,796		987		7,232			—		—		86,015
Multi-family real estate	69,235		—		165			—		—		69,400
Construction and land development	22,100		183		408			—		—		22,691
Consumer non-real estate:
Originated indirect paper	56,371		—		214			—		—		56,585
Purchased indirect paper	15,006		—		—			—		—		15,006
Other Consumer	20,154		—		60			—		—		20,214
Commercial/Agricultural non-real estate:
Commercial non-real estate	108,633		1,444		2,350			—		—		112,427
Agricultural non-real estate	33,138		255		2,934			—		—		36,327
Gross loans	$	963,958	$	11,696	$	23,779		$	—	$	—	$	999,433
Less:
Unearned net deferred fees and costs and loans in process												409
Unamortized discount on acquired loans												(7,286		)
Allowance for loan losses												(7,604		)
Loans receivable, net												$	984,952

Below is a breakdown of loans by risk rating as of September 30, 2018:



	1 to 5		6		7		8		9		TOTAL
Originated Loans:
Residential real estate:
One to four family	$	120,029	$	—	$	2,768	$	—	$	—	$	122,797
Purchased HELOC loans	13,729		—		—		—		—		13,729
Commercial/Agricultural real estate:
Commercial real estate	167,808		511		—		—		—		168,319
Agricultural real estate	26,334		170		513		—		—		27,017
Multi-family real estate	44,645		—		122		—		—		44,767
Construction and land development	14,648		—		—		—		—		14,648
Consumer non-real estate:
Originated indirect paper	60,843		—		148		—		—		60,991
Purchased indirect paper	17,254		—		—		—		—		17,254
Other Consumer	15,877		—		114		—		—		15,991
Commercial/Agricultural non-real estate:
Commercial non-real estate	62,188		8		—		—		—		62,196
Agricultural non-real estate	16,321		630		563		—		—		17,514
Total originated loans	$	559,676	$	1,319	$	4,228	$	—	$	—	$	565,223
Acquired Loans:
Residential real estate:
One to four family	$	71,419	$	—	$	1,836	$	—	$	—	$	73,255
Commercial/Agricultural real estate:
Commercial real estate	45,394		469		2,521		—		—		48,384
Agricultural real estate	40,096		281		3,123		—		—		43,500
Multi-family real estate	3,118		—		176		—		—		3,294
Construction and land development	2,674		—		417		—		—		3,091
Consumer non-real estate:
Other Consumer	2,830		—		23		—		—		2,853
Commercial/Agricultural non-real estate:
Commercial non-real estate	12,707		61		1,290		—		—		14,058
Agricultural non-real estate	8,700		—		335		—		—		9,035
Total acquired loans	$	186,938	$	811	$	9,721	$	—	$	—	$	197,470
Total Loans:
Residential real estate:
One to four family	$	191,448	$	—	$	4,604	$	—	$	—	$	196,052
Purchased HELOC loans	13,729		—		—		—		—		13,729
Commercial/Agricultural real estate:
Commercial real estate	213,202		980		2,521		—		—		216,703
Agricultural real estate	66,430		451		3,636		—		—		70,517
Multi-family real estate	47,763		—		298		—		—		48,061
Construction and land development	17,322		—		417		—		—		17,739
Consumer non-real estate:
Originated indirect paper	60,843		—		148		—		—		60,991
Purchased indirect paper	17,254		—		—		—		—		17,254
Other Consumer	18,707		—		137		—		—		18,844
Commercial/Agricultural non-real estate:
Commercial non-real estate	74,895		69		1,290		—		—		76,254
Agricultural non-real estate	25,021		630		898		—		—		26,549
Gross loans	$	746,614	$	2,130	$	13,949	$	—	$	—	$	762,693
Less:
Unearned net deferred fees and costs and loans in process											557
Unamortized discount on acquired loans											(4,003		)
Allowance for loan losses											(6,748		)
Loans receivable, net											$	752,499

Below is a breakdown of loans by risk rating as of September 30, 2017:



	1 to 5		6		7		8		9		TOTAL
Originated Loans:
Residential real estate:
One to four family	$	130,837	$	—	$	1,543	$	—	$	—	$	132,380
Purchased HELOC loans	18,071		—		—		—		—		18,071
Commercial/Agricultural real estate:
Commercial real estate	96,953		49		153		—		—		97,155
Agricultural real estate	10,051		497		80		—		—		10,628
Multi-family real estate	24,338		—		148		—		—		24,486
Construction and land development	12,399		—		—		—		—		12,399
Consumer non-real estate:
Originated indirect paper	85,330		8		394		—		—		85,732
Purchased indirect paper	29,555		—		—		—		—		29,555
Other Consumer	14,361		—		135		—		—		14,496
Commercial/Agricultural non-real estate:
Commercial non-real estate	35,102		—		96		—		—		35,198
Agricultural non-real estate	10,798		708		987		—		—		12,493
Total originated loans	$	467,795	$	1,262	$	3,536	$	—	$	—	$	472,593
Acquired Loans:
Residential real estate:
One to four family	$	94,932	$	873	$	1,378	$	—	$	—	$	97,183
Commercial/Agricultural real estate:
Commercial real estate	57,795		1,814		3,198		—		—		62,807
Agricultural real estate	51,516		266		5,592		—		—		57,374
Multi-family real estate	1,519		—		223		—		—		1,742
Construction and land development	6,739		—		570		—		—		7,309
Consumer non-real estate:
Other Consumer	6,130		—		42		—		—		6,172
Commercial/Agricultural non-real estate:
Commercial non-real estate	18,257		372		1,424		—		—		20,053
Agricultural non-real estate	11,259		28		93		—		—		11,380
Total acquired loans	$	248,147	$	3,353	$	12,520	$	—	$	—	$	264,020
Total Loans:
Residential real estate:
One to four family	$	225,769	$	873	$	2,921	$	—	$	—	$	229,563
Purchased HELOC loans	18,071		—		—		—		—		18,071
Commercial/Agricultural real estate:
Commercial real estate	154,748		1,863		3,351		—		—		159,962
Agricultural real estate	61,567		763		5,672		—		—		68,002
Multi-family real estate	25,857		—		371		—		—		26,228
Construction and land development	19,138		—		570		—		—		19,708
Consumer non-real estate:
Originated indirect paper	85,330		8		394		—		—		85,732
Purchased indirect paper	29,555		—		—		—		—		29,555
Other Consumer	20,491		—		177		—		—		20,668
Commercial/Agricultural non-real estate:
Commercial non-real estate	53,359		372		1,520		—		—		55,251
Agricultural non-real estate	22,057		736		1,080		—		—		23,873
Gross loans	$	715,942	$	4,615	$	16,056	$	—	$	—	$	736,613
Less:
Unearned net deferred fees and costs and loans in process											1,471
Unamortized discount on acquired loans											(5,089		)
Allowance for loan losses											(5,942		)
Loans receivable, net											$	727,053

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

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

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

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

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

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

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

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

Certain directors and executive officers of the Company are defined as related parties. These related parties, including their immediate families and companies in which they are principal owners, were loan customers of the Bank during the three months ended December 31, 2018 , and the years ended September 30, 2018 and September 30, 2017. A summary of the changes in those loans is as follows:



	December 31, 2018			September 30, 2018			September 30, 2017
Balance—beginning of year	$	234		$	596		$	221
New loan originations	12			—			2
Repayments	(124		)	(257		)	(13		)
Acquired previously originated director loans	10,982			—			—
Previously originated loans for new director	—			—			386
Previously originated loans for previous director	—			(105		)	—
Balance—end of year	$	11,104		$	234		$	596
Available and unused lines of credit	$	37		$	17		$	18

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

There are many factors affecting the ALL; some are quantitative, while others require qualitative judgment. The process for determining the ALL (which management believes adequately considers potential factors which result in probable credit losses), includes subjective elements and, therefore, may be susceptible to significant change. To the extent actual outcomes

differ from management estimates, additional provision for loan losses could be required that could adversely affect the Company’s earnings or financial position in future periods. Allocations of the ALL may be made for specific loans but the entire ALL is available for any loan that, in management’s judgment, should be charged-off or for which an actual loss is realized.

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

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



	Residential Real Estate			Commercial/Agriculture Real Estate		Consumer Non-real Estate			Commercial/Agricultural Non-real Estate		Unallocated			Total
Three Months Ended December 31, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2018	$	1,035		$	3,276	$	664		$	1,040	$	282		$	6,297
Charge-offs	(11		)	—		(78		)	—		—			(89		)
Recoveries	—			—		22			—		—			22
Provision	30			700		20			200		—			950
Allowance allocation adjustment	(6		)	43		13			18		(68		)	—
Total Allowance on originated loans	$	1,048		$	4,019	$	641		$	1,258	$	214		$	7,180
Purchased credit impaired loans	—			—		—			—		—			—
Other acquired loans:
Beginning balance, October 1, 2018	$	169		$	168	$	85		$	29	$	—		$	451
Charge-offs	(32		)	—		(1		)	—		—			(33		)
Recoveries	4			—		2			—		—			6
Provision	—			—		—			—		—			—
Allowance allocation adjustment	64			15		(21		)	3		(61		)	—
Total allowance on other acquired loans	$	205		$	183	$	65		$	32	$	(61	)	$	424
Total allowance on acquired loans	$	205		$	183	$	65		$	32	$	(61	)	$	424
Ending Balance, December 31, 2018	$	1,253		$	4,202	$	706		$	1,290	$	153		$	7,604
Allowance for Loan Losses at December 31, 2018:
Amount of allowance for loan losses arising from loans individually evaluated for impairment	$	156		$	25	$	37		$	9	$	—		$	227
Amount of allowance for loan losses arising from loans collectively evaluated for impairment	$	1,097		$	4,177	$	669		$	1,281	$	153		$	7,377
Loans Receivable as of December 31, 2018:
Ending balance of originated loans	$	133,936		$	307,849	$	87,145		$	90,859	$	—		$	619,789
Ending contractual balance of purchased credit-impaired loans	3,004			19,887		—			6,048		—			28,939
Ending balance of other acquired loans	85,869			208,329		4,661			51,846		—			350,705
Ending balance of loans	$	222,809		$	536,065	$	91,806		$	148,753	$	—		$	999,433
Ending balance: individually evaluated for impairment	$	7,653		$	11,722	$	373		$	2,770	$	—		$	22,518
Ending balance: collectively evaluated for impairment	$	215,156		$	524,343	$	91,433		$	145,983	$	—		$	976,915



	Residential Real Estate			Commercial/Agriculture Real Estate			Consumer Non-real Estate			Commercial/Agricultural Non-real Estate			Unallocated		Total
Year Ended September 30, 2018:
Allowance for Loan Losses:
Beginning balance, October 1, 2017	$	1,458		$	2,523		$	936		$	897		$	128	$	5,942
Charge-offs	(96		)	(1		)	(309		)	(52		)	—		(458		)
Recoveries	45			—			117			12			—		174
Provision	—			755			85			230			—		1,070
Allowance allocation adjustment	(372		)	(1		)	(165		)	(47		)	154		(431		)
Total Allowance on originated loans	$	1,035		$	3,276		$	664		$	1,040		$	282	$	6,297
Purchased credit impaired loans	—			—			—			—			—		—
Other acquired loans:
Beginning balance, October 1, 2017	$	—		$	—		$	—		$	—		$	—	$	—
Charge-offs	(106		)	(73		)	(70		)	—			—		(249		)
Recoveries	34			—			5			—			—		39
Provision	70			120			25			15			—		230
Allowance allocation adjustment	171			121			125			14			—		431
Total Allowance on other acquired loans	$	169		$	168		$	85		$	29		$	—	$	451
Total Allowance on acquired loans	$	169		$	168		$	85		$	29		$	—	$	451
Ending balance, September 30, 2018	$	1,204		$	3,444		$	749		$	1,069		$	282	$	6,748
Allowance for Loan Losses at September 30, 2018:
Amount of allowance for loan losses arising from loans individually evaluated for impairment	$	97		$	23		$	39		$	43		$	—	$	202
Amount of allowance for loan losses arising from loans collectively evaluated for impairment	$	1,107		$	3,421		$	710		$	1,026		$	282	$	6,546
Loans Receivable as of September 30, 2018:
Ending balance of originated loans	$	136,526		$	254,751		$	94,236		$	79,710		$	—	$	565,223
Ending contractual balance of purchased credit-impaired loans	450			7,173			645			739			—		9,007
Ending balance of other acquired loans	72,805			91,096			2,208			22,354			—		188,463
Ending balance of loans	$	209,781		$	353,020		$	97,089		$	102,803		$	—	$	762,693
Ending balance: individually evaluated for impairment	$	8,198		$	10,894		$	393		$	2,894		$	—	$	22,379
Ending balance: collectively evaluated for impairment	$	201,583		$	342,126		$	96,696		$	99,909		$	—	$	740,314



	Residential Real Estate			Commercial/Agriculture Real Estate		Consumer Non-real Estate			Commercial/Agricultural Non-real Estate			Unallocated		Total
Year Ended September 30, 2017:
Allowance for Loan Losses:
Beginning balance, October 1, 2016	$	2,039		$	1,883	$	1,466		$	652		$	28	$	6,068
Charge-offs	(233		)	—		(389		)	(9		)	—		(631		)
Recoveries	14			—		171			1			—		186
Provision	81			130		59			41			8		319
Allowance allocation adjustment	(443		)	510		(371		)	212			92		—
Total Allowance on originated loans	$	1,458		$	2,523	$	936		$	897		$	128	$	5,942
Purchased credit impaired loans	$	—		$	—	$	—		$	—		$	—	$	—
Other acquired loans	$	—		$	—	$	—		$	—		$	—	$	—
Total Allowance on acquired loans	$	—		$	—	$	—		$	—		$	—	$	—
Ending balance, September 30, 2017	$	1,458		$	2,523	$	936		$	897		$	128	$	5,942
Allowance for Loan Losses at September 30, 2017:
Amount of allowance for loan losses arising from loans individually evaluated for impairment	$	214		$	—	$	64		$	23		$	—	$	301
Amount of allowance for loan losses arising from loans collectively evaluated for impairment	$	1,244		$	2,523	$	872		$	874		$	128	$	5,641
Loans Receivable as of September 30, 2017:
Ending balance of originated loans	$	150,451		$	144,668	$	126,165		$	47,691		$	—	$	468,975
Ending contractual balance of purchased credit-impaired loans	586			7,995		—			3,454			—		12,035
Ending balance of other acquired loans	96,597			121,237		6,172			27,979			—		251,985
Ending balance of loans	$	247,634		$	273,900	$	132,337		$	79,124		$	—	$	732,995
Ending balance: individually evaluated for impairment	$	4,021		$	996	$	702		$	1,791		$	—	$	7,510
Ending balance: collectively evaluated for impairment	$	243,613		$	272,904	$	131,635		$	77,333		$	—	$	725,485

During October 2012, the Bank entered into an agreement to purchase short term consumer loans from a third party. The third party seller agreed to purchase or substitute performing consumer loans for all contracts that become 120 days past due. A restricted reserve account was established at 3% of the outstanding consumer loan balances purchased, with such percentage amount of the loans being deposited into a segregated reserve account. The funds in the reserve account are to be released to compensate the Bank for any loans that are not purchased back by the seller or substituted with performing loans and are ultimately charged off by the Bank. As of December 31, 2018 , the balance of the consumer loans purchased was $15,006 compared to $17,254 and $29,555 as of September 30, 2018 and September 30, 2017, respectively. New purchases from this third party ceased in fiscal 2017. The balance in the cash reserve account at December 31, 2018 was $471 , which is included in Deposits on the accompanying Consolidated Balance Sheet. To date, none of the purchased loans have been charged off by the Bank.

In September 2017, the Bank purchased, on a non-recourse basis, a 90% participation in $23,977 of loans secured by second liens on certain residential real estate properties. The seller retained servicing of the purchased loans, and is paid a 40 basis point servicing fee, based on the outstanding balance of the purchased loans. The balance of the Bank's share of the purchased loans was $12,883 , $13,729 and $18,071 at December 31, 2018 , September 30, 2018 and September 30, 2017, respectively.

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



	Residential Real Estate						Commercial/Agriculture Real Estate Loans						Consumer non-Real Estate						Commercial/Agriculture non-Real Estate						Totals
	Dec 31,		Sep 30,		Sep 30,		Dec 31,		Sep 30,		Sep 30,		Dec 31,		Sep 30,		Sep 30,		Dec 31,		Sep 30,		Sep 30,		Dec 31,		Sep 30,		Sep 30,
	2018		2018		2017		2018		2018		2017		2018		2018		2017		2018		2018		2017		2018		2018		2017
Performing loans
Performing TDR loans	$	3,319	$	3,468	$	3,085	$	2,209	$	1,646	$	1,890	$	99	$	109	$	167	$	428	$	481	$	88	$	6,055	$	5,704	$	5,230
Performing loans other	216,636		203,457		242,198		531,030		348,238		268,619		91,373		96,694		131,695		146,249		100,273		77,213		985,288		748,662		719,725
Total performing loans	219,955		206,925		245,283		533,239		349,884		270,509		91,472		96,803		131,862		146,677		100,754		77,301		991,343		754,366		724,955

Nonperforming loans (1)
Nonperforming TDR loans	785		531		593		577		694		—		—		17		28		1,305		1,472		—		2,667		2,714		621
Nonperforming loans other	2,069		2,325		1,758		2,249		2,442		3,391		334		269		447		771		577		1,823		5,423		5,613		7,419
Total nonperforming loans	2,854		2,856		2,351		2,826		3,136		3,391		334		286		475		2,076		2,049		1,823		8,090		8,327		8,040
Total loans	$	222,809	$	209,781	$	247,634	$	536,065	$	353,020	$	273,900	$	91,806	$	97,089	$	132,337	$	148,753	$	102,803	$	79,124	$	999,433	$	762,693	$	732,995


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

An aging analysis of the Company’s consumer real estate, commercial/agriculture real estate, consumer and other loans and purchased third party loans as of December 31, 2018 , September 30, 2018 and 2017 , respectively, was as follows:



	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days		Total Past Due		Current		Total Loans		Nonaccrual Loans		Recorded Investment > 89 Days and Accruing
December 31, 2018
Residential real estate:
One to four family	$	3,060	$	861	$	2,122	$	6,043	$	203,883	$	209,926	$	2,331	$	471
Purchased HELOC loans	820		572		51		1,443		11,440		12,883		$	—	51
Commercial/Agricultural real estate:
Commercial real estate	1,060		872		93		2,025		355,934		357,959		745		—
Agricultural real estate	1,360		—		2,113		3,473		82,542		86,015		2,019		—
Multi-family real estate	—		—		—		—		69,400		69,400		—		—
Construction and land development	526		175		15		716		21,975		22,691		63		—
Consumer non-real estate:
Originated indirect paper	285		167		130		582		56,003		56,585		106		45
Purchased indirect paper	340		200		157		697		14,309		15,006		—		157
Other Consumer	179		98		26		303		19,911		20,214		14		12
Commercial/Agricultural non-real estate:
Commercial non-real estate	399		70		288		757		111,670		112,427		1,314		—
Agricultural non-real estate	530		67		510		1,107		35,220		36,327		762		—
Total	$	8,559	$	3,082	$	5,505	$	17,146	$	982,287	$	999,433	$	7,354	$	736
September 30, 2018
Residential real estate:
One to four family	$	3,098	$	1,319	$	2,100	$	6,517	$	189,535	$	196,052	$	1,939	$	917
Purchased HELOC loans	186		51		—		237		13,492		13,729		—		—
Commercial/Agricultural real estate:
Commercial real estate	—		243		—		243		216,460		216,703		306		—
Agricultural real estate	334		25		2,507		2,867		67,650		70,517		2,637		—
Multi-family real estate	—		—		122		122		47,939		48,061		122		—
Construction and land development	—		—		19		19		17,720		17,739		71		—
Consumer non-real estate:
Originated indirect paper	384		68		41		493		60,498		60,991		57		10
Purchased indirect paper	354		162		138		654		16,600		17,254		—		138
Other Consumer	143		38		58		239		18,605		18,844		29		52
Commercial/Agricultural non-real estate:
Commercial non-real estate	165		14		164		343		75,911		76,254		1,196		—
Agricultural non-real estate	247		69		563		879		25,670		26,549		853		—
Total	$	4,911	$	1,989	$	5,712	$	12,613	$	750,080	$	762,693	$	7,210	$	1,117



	30-59 Days Past Due		60-89 Days Past Due		Greater Than 89 Days		Total Past Due		Current		Total Loans		Nonaccrual Loans		Recorded Investment > 89 Days and Accruing
September 30, 2017
Residential real estate:
One to four family	$	2,811	$	393	$	1,228	$	4,432	$	225,131	$	229,563	$	2,200	$	151
Purchased HELOC loans	250		—		—		250		17,821		18,071		—		—
Commercial/Agricultural real estate:
Commercial real estate	332		70		282		684		159,278		159,962		572		—
Agricultural real estate	57		—		2,405		2,462		65,540		68,002		2,723		96
Multi-family real estate	—		—		—		—		26,228		26,228		—		—
Construction and land development	—		—		—		—		19,708		19,708		—		—
Consumer non-real estate:
Originated indirect paper	426		112		123		661		85,071		85,732		74		80
Purchased indirect paper	601		305		221		1,127		28,428		29,555		—		221
Other Consumer	120		79		57		256		20,412		20,668		76		25
Commercial/Agricultural non-real estate:
Commercial non-real estate	75		23		156		254		54,997		55,251		1,618		—
Agricultural non-real estate	757		—		120		877		22,996		23,873		189		16
Total	$	5,429	$	982	$	4,592	$	11,003	$	725,610	$	736,613	$	7,452	$	589

At December 31, 2018 , the Company has identified impaired loans of $47,334 , consisting of $8,722 TDR loans, the carrying amount of purchased credit impaired loans of $24,816 and $13,796 of substandard non-TDR loans. The $47,334 total of impaired loans includes $6,055 of performing TDR loans. At September 30, 2018, the Company had identified impaired loans of $22,379 , consisting of $8,418 TDR loans, the contractual balance of purchased credit impaired loans of $9,007 and $4,954 of substandard non-TDR loans. The $22,379 total of impaired loans includes $5,704 of performing TDR loans. A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Performing TDRs consist of loans that have been modified and are performing in accordance with the modified terms for a sufficient length of time, generally six months, or loans that were modified on a proactive basis. A summary of the Company’s impaired loans as of December 31, 2018 , September 30, 2018 and September 30, 2017 was as follows:



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2018
With No Related Allowance Recorded:
Residential real estate	$	8,873	$	8,873	$	—	$	7,915	$	88
Commercial/agriculture real estate	28,850		28,850		—		19,673		304
Consumer non-real estate	226		226		—		225.5		4
Commercial/agricultural non-real estate	6,900		6,900		—		4,522		105
Total	$	44,849	$	44,849	$	—	$	32,336	$	501
With An Allowance Recorded:
Residential real estate	$	1,332	$	1,332	$	156	$	1,280	$	17
Commercial/agriculture real estate	979		979		25		820		—
Consumer non-real estate	147		147		37		154		1
Commercial/agricultural non-real estate	27		27		9		73		1
Total	$	2,485	$	2,485	$	227	$	2,327	$	19
December 31, 2018 Totals
Residential real estate	$	10,205	$	10,205	$	156	$	9,195	$	105
Commercial/agriculture real estate	29,829		29,829		25		20,493		304
Consumer non-real estate	373		373		37		380		5
Commercial/agricultural non-real estate	6,927		6,927		9		4,595		106
Total	$	47,334	$	47,334	$	227	$	34,663	$	520

At December 31, 2018 , the Company had six residential real estate loans, secured by residential real estate properties, for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction, with a recorded investment of $824 .



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
September 30, 2018
With No Related Allowance Recorded:
Residential real estate	$	6,970	$	6,970	$	—	$	5,492	$	304
Commercial/agriculture real estate	10,233		10,233		—		11,431		429
Consumer non-real estate	232		232		—		333		31
Commercial/agricultural non-real estate	2,776		2,776		—		4,285		93
Total	$	20,211	$	20,211	$	—	$	21,541	$	857
With An Allowance Recorded:
Residential real estate	$	1,228	$	1,228	$	97	$	1,213	$	54
Commercial/agriculture real estate	661		661		23		331		1
Consumer non-real estate	161		161		39		215		1
Commercial/agricultural non-real estate	118		118		43		71		—
Total	$	2,168	$	2,168	$	202	$	1,830	$	56
September 30, 2018 Totals
Residential real estate	$	8,198	$	8,198	$	97	$	6,705	$	358
Commercial/agriculture real estate	10,894		10,894		23		11,762		430
Consumer non-real estate	393		393		39		548		32
Commercial/agricultural non-real estate	2,894		2,894		43		4,356		93
Total	$	22,379	$	22,379	$	202	$	23,371	$	913



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
September 30, 2017
With No Related Allowance Recorded:
Residential real estate	$	4,015	$	4,015	$	—	$	3,440	$	9
Commercial/agriculture real estate	12,626		12,626		—		4,460		2
Consumer non-real estate	433		433		—		340		16
Commercial/agricultural non-real estate	5,795		5,795		—		2,628		11
Total	$	22,869	$	22,869	$	—	$	10,868	$	38
With An Allowance Recorded:
Residential real estate	$	1,198	$	1,198	$	214	$	1,545	$	2
Commercial/agriculture real estate	—		—		—		—		—
Consumer non-real estate	269		269		65		306		—
Commercial/agricultural non-real estate	23		23		23		101		—
Total	$	1,490	$	1,490	$	302	$	1,952	$	2
September 30, 2017 Totals
Residential real estate	$	5,213	$	5,213	$	214	$	4,985	$	11
Commercial/agriculture real estate	12,626		12,626		—		4,460		2
Consumer non-real estate	702		702		65		646		16
Commercial/agricultural non-real estate	5,818		5,818		23		2,729		11
Total	$	24,359	$	24,359	$	302	$	12,820	$	40

Troubled Debt Restructuring – A TDR includes a loan modification where a borrower is experiencing financial difficulty and the Bank grants a concession to that borrower that the Bank would not otherwise consider except for the borrower’s financial difficulties. Concessions include an extension of loan terms, renewals of existing balloon loans, reductions in interest rates and consolidating existing Bank loans at modified terms. A TDR may be either on accrual or nonaccrual status based upon the performance of the borrower and management’s assessment of collectability. If a TDR is placed on nonaccrual status, it remains there until a sufficient period of performance under the restructured terms has occurred at which time it is returned to accrual status. There were 7 delinquent TDR's, greater than 60 days past due, with a recorded investment of $1,211 at December 31, 2018, 13 delinquent TDRs, greater than 60 days past due, with a recorded investment of $1,534 at September 30, 2018, compared to 2 such loans with a recorded investment of $504 at September 30, 2017.

Following is a summary of TDR loans by accrual status as of December 31, 2018 , September 30, 2018 and September 30, 2017.



	December 31		September 30,
	2018		2018		2,017
Troubled debt restructure loans:
Accrual status	$	6,055	$	5,731	$	5,230
Non-accrual status	2,667		2,687		621
Total	$	8,722	$	8,418	$	5,851

100

During the three months ended December 31, 2018, we committed to refinance two acquired loans totaling $139 at maturity. These loans were considered TDR's upon refinancing, subsequent to December 31, 2018. There was $4 available on one unused line of credit loan meeting our TDR criteria as of December 31, 2018. During the three months ended September 30, 2018, we committed to refinance one acquired loan totaling $53 at maturity. This loan was considered a TDR upon refinancing, subsequent to September 30, 2018. There were no unused lines of credit meeting our TDR criteria as of September 30, 2018. There were no TDR commitments or unused lines of credit as of September 30, 2017.

The following provides detail, including specific reserve and reasons for modification, related to loans identified as TDRs during the quarter ended December 31, 2018 and the years ended September 30, 2018 and 2017:



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



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



	Number of Contracts	Modified Rate		Modified Payment		Modified Under- writing		Other		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Specific Reserve
Year Ended September 30, 2017
TDRs:
Residential real estate	9	$	—	$	—	$	679	$	236	$	915	$	915	$	24
Commercial/Agricultural real estate	8	—		—		1,822		68		1,890		1,890		—
Consumer non-real estate	4	—		—		4		28		32		32		—
Commercial/Agricultural non-real estate	2	—		—		—		93		93		93		—
Totals	23	$	—	$	—	$	2,505	$	425	$	2,930	$	2,930	$	24

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A summary of loans by loan class modified in a troubled debt restructuring as of December 31, 2018 , September 30, 2018 and September 30, 2017:



	December 31, 2018			September 30, 2018			September 30, 2017
	Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment
Troubled debt restructurings:
Residential real estate	41	$	4,103	39	$	3,999	32	$	3,678
Commercial/Agricultural real estate	19	2,787		19	2,340		8	1,890
Consumer non-real estate	13	99		16	126		20	195
Commercial/Agricultural non-real estate	10	1,733		10	1,953		2	88
Total loans	83	$	8,722	84	$	8,418	62	$	5,851

The following table provides information related to restructured loans that were considered in default as of December 31, 2018 , September 30, 2018 and September 30, 2017:



	December 31, 2018			September 30, 2018			September 30, 2017
	Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment		Number of Modifications	Recorded Investment
Troubled debt restructurings:
Residential real estate	7	$	785	5	$	504	4	$	593
Commercial/Agricultural real estate	4	577		5	694		—	—
Consumer non-real estate	—	—		2	17		3	28
Commercial/Agricultural non-real estate	8	1,305		7	1,459		—	—
Total troubled debt restructurings	19	$	2,667	19	$	2,674	7	$	621

Included above are seven TDR loans that defaulted during the three months ended December 31, 2018 .

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



	December 31, 2018
Accountable for under ASC 310-30 (PCI loans)
Outstanding balance	28,939
Carrying amount	24,816
Accountable for under ASC 310-20 (non-PCI loans)
Outstanding balance	350,705
Carrying amount	347,542
Total acquired loans
Outstanding balance	379,644
Carrying amount	372,358

The following table provides changes in accretable yield for all acquired loans accounted for under ASC 310-20:



	December 31, 2018			September 30, 2018			September 30, 2017
Balance at beginning of period	$	2,325		$	2,893		$	192
Acquisitions	1,020			—			2,802
Reduction due to unexpected early payoffs	—			—			—
Reclass from non-accretable difference	—			—			—
Disposals/transfers	—			—			—
Accretion	(182		)	(568		)	(101		)
Balance at end of period	$	3,163		$	2,325		$	2,893

Non-accretable yield on purchased credit impaired loans was $4,123 , $1,678 and $2,196 at December 31, 2018, September 30, 2018 and September 30, 2017, respectively.

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



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

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NOTE 5 – MORTGAGE SERVICING RIGHTS

Mortgage servicing rights-- Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans as of December 31, 2018 , September 30, 2018 and September 30, 2017 were $518,476 , $281,289 and $282,392 , respectively, and consisted of one- to four-family residential real estate loans. These loans are serviced primarily for the Federal Home Loan Mortgage Corporation, Federal Home Loan Bank and the Federal National Mortgage Association.

Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in deposits were $3,182 , $3,410 and $3,208 , at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively. Mortgage servicing rights activity for the three months ended December 31, 2018 and the years ended September 30, 2018 and September 30, 2017 were as follows:



	Three months ended			Years ended September 30,
	December 31, 2018			2018			2017
Balance at beginning of period	$	1,840		$	1,886		$	—
MSR asset acquired	2,721			—			1,909
Increase in MSR assets resulting from transfers of financial assets	100			289			13
Amortization during the period	(175		)	(335		)	(36		)
Valuation allowance at end of period	—			—			—
Net book value at end of period	$	4,486		$	1,840		$	1,886
Fair value of MSR asset at end of period	$	5,214		$	2,669		$	1,951
Residential mortgage loans serviced for others	$	518,476		$	281,289		$	282,392
Net book value of MSR asset to loans serviced for others	0.87		%	0.65		%	0.67		%

At December 31, 2018 , the estimated future aggregate amortization expense for the MSRs is as follows. The estimated amortization expense is based on existing mortgage servicing asset balances. The timing of amortization expense actually recognized in future periods may differ significantly based on actual prepayment speeds, mortgage interest rates and other factors.



	Amortization Expense
2019	$	1,030
2020	950
2021	858
2022	752
2023	669
After 2023	227
Total	$	4,486

NOTE 6 - OFFICE PROPERTIES AND EQUIPMENT

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



	December 31, 2018			September 30, 2018			September 30. 2017
Land	$	2,335		$	1,369		$	1,573
Buildings	11,026			8,838			8,877
Furniture, equipment and vehicles	5,926			5,334			4,240
Subtotals	19,287			15,541			14,690
Less--Accumulated depreciation	(5,774		)	(5,507		)	(5,045		)
Office properties and equipment, net	$	13,513		$	10,034		$	9,645

Depreciation expense was $313 , $1,054 and $864 for the three months ended December 31, 2018 and the years ended September 30, 2018 and 2017 , respectively.

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NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill-- Goodwill was $31,474 , $10,444 and $10,444 as of December 31, 2018 , September 30, 2018 and September 30, 2017, respectively. The following table provides changes in goodwill during the periods ended December 31, 2018 , September 30, 2018 and September 30, 2017:



	Three Months ended		Years ended September 30,
	December 31, 2018		2018		2017
Balance at beginning of period	$	10,444	$	10,444	$	4,663
United Bank acquisition (see Note 2)	21,030		—		—
WFC acquisition	—		—		5,781
Impairment	—		—		—
Balance at end of period	$	31,474	$	10,444	$	10,444

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



	Three Months ended			Years ended September 30,
	December 31, 2018			2018			2017
Gross carrying amount	$	11,216		$	8,195		$	8,195
Accumulated amortization	(3,715		)	(3,390		)	(2,746		)
Net book value	$	7,501		$	4,805		$	5,449
Additions during the period (1)	$	3,021		$	—		$	4,796
Amortization during the period	$	325		$	644		$	219

(1) Intangible asset additions at December 31, 2018 included the United Bank core deposit intangible asset in the amount of $3,021 . Intangible asset additions at September 30, 2017 included the WFC core deposit intangible asset of $4,178 and the premium on the Wells Insurance Agency customer relationships in the amount of $618 .

At December 31, 2018 , the estimated future aggregate amortization expense for the intangible assets are as follows:



	Intangible Assets
2019	$	1,365
2020	1,384
2021	1,384
2022	1,237
2023	543
After 2023	1,588
Total	$	7,501

NOTE 8—DEPOSITS

The following is a summary of deposits by type at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively:



	December 31, 2018		September 30, 2018		September 30, 2017
Non-interest bearing demand deposits	$	155,405	$	87,495	$	75,318
Interest bearing demand deposits	169,310		139,276		147,912
Savings accounts	192,310		97,329		102,756
Money market accounts	126,021		109,314		125,749
Certificate accounts	364,466		313,115		290,769
Total deposits	$	1,007,512	$	746,529	$	742,504
Brokered deposits included above:	$	55,330	$	50,369	$	42,840

105

At December 31, 2018 , the scheduled maturities of time deposits were as follows:



2019	$	203,385
2020	90,576
2021	49,550
2022	19,436
2023	1,519
After 2023	—
Total	$	364,466

Deposits from the Company’s directors, executive officers, principal stockholders and their affiliates held by the Bank at December 31, 2018 , September 30, 2018 and September 30, 2017 amounted to $3,434 , $831 and $823 , respectively.

NOTE 9 – FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

A summary of Federal Home Loan Bank (FHLB) advances and other borrowings at December 31, 2018 , September 30, 2018 and September 30, 2017 is as follows:



	December 31, 2018			September 30, 2018			September 30, 2017
Advances from FHLB:
Fixed rates	$	43,000		$	40,000		$	90,000
Overnight borrowings	67,000			23,000			—
Total FHLB advances	$	110,000		$	63,000		$	90,000
Less: unamortized discount on acquired borrowings	(187		)	—			—
Net FHLB advances	109,813			63,000			90,000

Other borrowings:
Senior notes:
Variable rate due in May 2021	$	—		$	—		$	10,694
Variable rate due in August 2022	—			—			5,000
Variable rate due in August 2030	10,000			10,000			—
	10,000			10,000			15,694
Subordinated notes:
6.75% due August 2027, variable rate commencing August 2022	15,000			15,000			15,000
Less: unamortized debt issuance costs	(353		)	(381		)	(375		)
Total other borrowings	$	24,647		$	24,619		$	30,319

Totals	$	134,460		$	87,619		$	120,319

Federal Home Loan Bank Advances and Irrevocable Standby Letters of Credit

The Bank had an outstanding balance of $67,000 with a rate of 2.61% on the FHLB variable rate overnight borrowings at December 31, 2018 . Short-term fixed rate FHLB advances of $98,813 mature on various dates through 2019.The Bank acquired one $11,000 long-term FHLB note as a result of the United Bank acquisition, with a 2.45% rate and February 1, 2022 maturity date. Each Federal Home Loan Bank advance is payable at the maturity date, with a prepayment penalty for fixed rate advances. The FHLB variable rate open line of credit and fixed rate advances are secured by $589,731 of real estate and commercial and industrial loans.

The Bank has an irrevocable Standby Letter of Credit Master Reimbursement Agreement with the Federal Home Loan Bank. This irrevocable standby letter of credit ("LOC") is supported by loan collateral as an alternative to directly pledging investment securities on behalf of a municipal customer as collateral for their interest bearing deposit balances. These balances were $87,359 , $45,308 and $30,233 at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively.

106

At December 31, 2018 , the Bank’s available and unused portion of this borrowing arrangement was approximately $178,620 compared to $226,223 and $92,959 as of September 30, 2018 and September 30, 2017.

Maximum month-end amounts outstanding under this borrowing agreement were $109,813 , $109,500 and $90,000 during the three months ended December 31, 2018 and the twelve months ended September 30, 2018 and 2017 , respectively.

Senior Notes and Revolving Line of Credit

On August 1, 2018, the Company entered into a credit agreement, consisting of a $10,000 term note. The term note matures on August 1, 2030, and bears interest at variable interest rates based on the U.S. Prime Rate, and are payable in accordance with the terms of the credit agreement . The contractual interest rate for the term note ranged from 4.50% to 4.75% during the three-months ended December 31, 2018 . At December 31, 2018 , there were no borrowings outstanding on the revolving loan.

On May 30, 2017, the Company extended a $5,000 term loan facility, which was funded on August 17, 2017, and was to mature on August 15, 2022 with a ten year amortization. The variable rate senior notes provided for a floating interest rate that reset quarterly at rates indexed to the three-month London interbank offered rate ("LIBOR") plus 2.70% . The contractual interest rates for those notes ranged from 4.01% to 5.07% during the year ended September 30, 2018, and from 3.44% to 4.01% during the year ended September 30, 2017. On August 1, 2018, the Company repaid these outstanding senior note obligations in full, and terminated all related loan agreements.

Subordinated Notes

On August 10, 2017, the Company entered into subordinated note agreements totaling $15,000 , maturing on August 10, 2027. The subordinated notes are unsecured and are subordinate to the claims of other creditors of the Company. The subordinated notes mature in August 2027, and convert to variable interest rate notes in August 2022. These notes provide for an annual fixed interest rate for the first five years of 6.75% . After the fixed interest period and through maturity, the interest rate will be reset quarterly to equal the three-month LIBOR rate, plus 4.90% . Interest on the Notes will be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year through the maturity date.

Debt Issuance Costs

Debt issuance costs, consisting primarily of investment banking and loan origination fees, of $89 and $380 were incurred in conjunction with the issuance of the aforementioned senior and subordinated notes during the years ended September 30, 2018 and September 30, 2017, respectively. The unamortized amount of debt issuance costs was $353 , $381 and $375 at December 31, 2018 , September 30, 2018 and September 30, 2017, respectively. These debt issuance costs are included in other borrowings on the consolidated balance sheet.

Maturities of FHLB advances and other borrowings are as follows:



Years ending December 31,
2019	$	98,813
2020	—
2021	—
2022	11,000
2023	—
Thereafter	24,647
	$	134,460

NOTE 10—CAPITAL MATTERS

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

107

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Although these terms are not used to represent overall financial condition, if adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At December 31, 2018 , the Bank and Company were categorized as “Well Capitalized”, under Prompt Corrective Action Provisions.

The Bank’s Tier 1 (leverage) and risk-based capital ratios at December 31, 2018 , September 30, 2018 and 2017 , respectively, are presented below:



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2018
Total capital (to risk weighted assets)	$	126,440,000	12.7	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	118,836,000		11.9	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	118,836,000		9.7	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%
As of September 28, 2018
Total capital (to risk weighted assets)	$	95,799,000	13.1	%	$	58,614,000	> =	8.0	%	$	73,268,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	89,051,000		12.2	%	43,961,000		> =	6.0	%	58,614,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	89,051,000		12.2	%	32,971,000		> =	4.5	%	47,624,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	89,051,000		9.2	%	38,765,000		> =	4.0	%	48,456,000		> =	5.0	%
As of September 30, 2017
Total capital (to risk weighted assets)	$	88,511,000	13.2	%	$	53,504,000	> =	8.0	%	$	66,880,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	82,569,000		12.4	%	40,128,000		> =	6.0	%	53,504,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	82,569,000		12.4	%	30,096,000		> =	4.5	%	43,472,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	82,569,000		9.2	%	35,776,000		> =	4.0	%	44,720,000		> =	5.0	%

108

The Company's Tier 1 (leverage) and risk-based capital ratios at December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively, are presented below:



	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2018
Total capital (to risk weighted assets)	$	123,657,000	12.4	%	$	79,651,000	> =	8.0	%	$	99,563,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	59,738,000		> =	6.0	%	79,651,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	101,053,000		10.2	%	44,804,000		> =	4.5	%	64,716,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	101,053,000		8.3	%	48,976,000		> =	4.0	%	61,220,000		> =	5.0	%
As of September 28, 2018
Total capital (to risk weighted assets)	$	145,052,000	19.8	%	$	58,614,000	> =	8.0	%	$	73,268,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	123,304,000		16.8	%	43,961,000		> =	6.0	%	58,614,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	123,304,000		16.8	%	32,971,000		> =	4.5	%	47,624,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	123,304,000		12.7	%	38,765,000		> =	4.0	%	48,456,000		> =	5.0	%
As of September 30, 2017
Total capital (to risk weighted assets)	$	79,889,000	12.0	%	$	53,504,000	> =	8.0	%	$	66,880,000	> =	10.0	%
Tier 1 capital (to risk weighted assets)	58,947,000		8.8	%	40,128,000		> =	6.0	%	53,504,000		> =	8.0	%
Common equity tier 1 capital (to risk weighted assets)	58,947,000		8.8	%	30,096,000		> =	4.5	%	43,472,000		> =	6.5	%
Tier 1 leverage ratio (to adjusted total assets)	58,947,000		6.6	%	35,776,000		> =	4.0	%	44,720,000		> =	5.0	%

On June 20, 2018, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold an aggregate of 500,000 shares of Series A Preferred Stock in a private placement at $130.00 per share, for aggregate gross proceeds of $65,000 , less issuance costs of $3,735 . On September 28, 2018, 500,000 shares of Series A Preferred Stock was mandatorily converted into 10 Shares of Common Stock following receipt of stockholder approval, resulting in the issuance of 5,000,000 shares of common stock. These net proceeds of $61,265 related to the preferred stock issuance and subsequent mandatory conversion to common stock, impacts all of the Company's capital ratios. For further information, refer to Note 1, "Nature of Business and Summary of Significant Accounting Policies".

The Company's ability to pay dividends is also subject to the terms of the Business Note Agreement dated August 1, 2018, which prohibits the Company from making dividend payments while an event of default has occurred and is

109

continuing under the loan agreement or from allowing payment of a dividend which would create an event of default.

The following table reflects the annual cash dividend paid in the three months ended ended December 31, 2018 and years ended September 30, 2018 and 2017 respectively.



	December 31, 2018	September 30, 2018		September 30, 2017
Cash dividends per share	—	$	0.20	$	0.16
Stockholder record date	NA	02/09/2018		03/09/2017
Dividend payment date	NA	03/08/2018		03/23/2017

NOTE 11—COMMITMENTS AND CONTINGENCIES

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

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Set forth below are the balances of the Company’s off-balance-sheet credit instruments consisting of commitments to make loans as of December 31, 2018 , September 30, 2018 and September 30, 2017 , respectively.



	Contract or Notional Amount at December 31,		Contract or Notional Amount at September 30,
	2018		2018		2017
Commitments to extend credit	$	204,683	$	121,197	$	78,150
Commercial standby letter of credit	$	3,118	$	1,893	$	1,644

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

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

Leases— The Company leases certain branch facilities and its administrative offices under operating leases. Rent expense under these operating leases was $237 , $879 and $1,310 for the three months ended December 31, 2018 , and the years ended September 30, 2018 and September 30, 2017 , respectively. None of the Company’s leases contain contingent rental payments, purchase options, escalation or any other significant terms, conditions or restrictions that would affect the future minimum lease payments disclosed below.

Future minimum lease payments by year and in the aggregate under the original terms of the non-cancellable operating leases consist of the following:



2019	$	948
2020	925
2021	809
2022	776
2023	705
After 2023	2,050
Total	$	6,213

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NOTE 12—RETIREMENT PLANS

401(k) Plan— The Company sponsors a 401(k) profit sharing plan that covers all employees who qualify based on minimum age and length of service requirements. Employees may make pretax voluntary contributions to the plan, which are matched, in part, by the Company. Employer matching contributions to the plan were $126 , $383 and $278 for the three months ended December 31, 2018 and the years ended September 30, 2018 and September 30, 2017 , respectively.

Supplemental Executive Retirement Plan and Director Retirement Plan — The Company maintained a Supplemental Benefit Plan For Key Employees ("SERP") which was an unfunded, unsecured, non-contributory defined benefit plan, providing retirement benefits for certain former key employees previously designated by the Company’s Board of Directors. Benefits under the SERP generally were based on such former employees’ years of service and compensation during the years preceding their retirement. In May 2009, any additional accrual of benefits under the SERP was suspended.

The Company also maintained a Directors’ Retirement Plan ("DRP"), which was an unfunded, unsecured, non-contributory defined benefit plan, providing for supplemental pension benefits for its directors following their termination of service as a director of the Company. Benefits were based on a formula that included each participant’s past and future earnings and years of service with Citizens. Moreover, the benefit amounts owed by the Company under the DRP were determined by individual director agreements entered into by the Company with such participants. The remaining DRP liability related to current and former Directors of the Company.

The Company's Board of Directors voted to terminate each of the SERP and the DRP at its regularly scheduled Board meeting on November 19, 2015, with such termination being effective as of the same date. In connection with the termination of each plan, the Board of Directors, in accordance with applicable law and each applicable participant’s plan participation agreement, negotiated lump sum payments to the participants in satisfaction of the Company’s total liability to each participant under the SERP and DRP. In accordance with the final settlement of the Company’s obligations under such plans, the Company made two payments (each for 50% of the total liability owed) to each plan participant. The first payment occurred in December 2016 and the second and final payment occurred in January 2017, totaling $1,046 for the aggregate amount of the benefit obligation due.

NOTE 13 - STOCK-BASED COMPENSATION

In February 2005, the Company’s stockholders approved the Company’s 2004 Recognition and Retention Plan. This plan provided for the grant of up to 113,910 shares of the Company’s common stock to eligible participants under this plan. As of December 31, 2018 , 113,910 restricted shares under this plan were granted. In February 2005, the Company’s stockholders also approved the Company’s 2004 Stock Option and Incentive Plan. This plan provided for the grant of nonqualified and incentive stock options and stock appreciation rights to eligible participants under the plan. The plan provided for the grant of awards for up to 284,778 shares of the Company’s common stock. As of December 31, 2018 , 284,778 options had been granted to eligible participants. This plan was terminated on January 18, 2018.

In February 2008, the Company’s stockholders approved the Company’s 2008 Equity Incentive Plan for a term of 10 years. The aggregate number of shares of common stock reserved and available for issuance under the 2008 Equity Incentive Plan was 597,605 shares. Under the Plan, the Compensation Committee could grant stock options and stock appreciation rights that, upon exercise, resulted in the issuance of 426,860 shares of the Company’s common stock. The Committee could also grant shares of restricted stock and restricted stock units for an aggregate of 170,745 shares of Company common stock under this plan. As of December 31, 2018 , 89,183 restricted shares under this plan were granted. As of December 31, 2018 , 181,000 options had been granted to eligible participants. Due to the plan's expiration, no new awards can be granted under this plan.

Restricted shares granted to date under the 2004 Recognition and Retention Plan and the 2008 Equity Incentive Plan were awarded at no cost to the employee and vest pro rata over a two to five -year period from the grant date. Options granted to date under these plans vest pro rata over a five -year period from the grant date. Unexercised, nonqualified stock options expire within 15 years of the grant date and unexercised incentive stock options expire within 10 years of the grant date.

On March 27, 2018, the stockholders of Citizens Community Bancorp, Inc. approved the 2018 Equity Incentive Plan at the 2018 Annual Meeting of Stockholders. The aggregate number of shares of common stock reserved and available for issuance under the 2018 Equity Incentive Plan is 350,000 shares. As of December 31, 2018 , 41,221 restricted shares had been granted under this plan. As of December 31, 2018 , no stock options had been granted under this plan.

Net compensation expense related to restricted stock awards from these plans was $127 , $271 and $83 for the transition period ended December 31, 2018 and years ended September 30, 2018 and 2017 , respectively.

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Restricted Common Stock Awards

	Transition period ended				Year ended				Year ended
	December 31, 2018				September 30, 2018				September 30, 2017
	Number of Shares		Weighted Average Grant Price		Number of Shares		Weighted Average Grant Price		Number of Shares		Weighted Average Grant Price
Restricted Shares
Unvested and outstanding at beginning of year	52,172		$	13.29	42,378		$	12.07	23,159		$	9.59
Granted	27,514		13.15		33,230		13.77		25,569		13.53
Vested	(4,279	)	13.30		(11,589	)	13.12		(6,350	)	8.88
Forfeited	—		—		(11,847	)	10.45		—		—
Unvested and outstanding at end of year	75,407		$	13.24	52,172		$	13.29	42,378		$	12.07

The Company accounts for stock-based employee compensation related to the Company’s 2004 Stock Option and Incentive Plan and the 2008 Equity Incentive Plan using the fair-value-based method. Accordingly, management records compensation expense based on the value of the award as measured on the grant date and then the Company recognizes that cost over the vesting period for the award. The net compensation cost recognized for stock-based employee compensation from both plans for the transition period ended December 31, 2018 and years ended September 30, 2018 and 2017 was $5 , $12 and $31 , respectively.

Common Stock Option Awards

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Transition period ended December 31, 2018
Outstanding at beginning of year	121,670		$	9.82
Exercised	(12,740	)	7.04
Outstanding at end of year	108,930		$	10.15	5.82
Exercisable at end of year	56,230		$	8.83	4.01	$	116
Fully vested and expected to vest	108,930		$	10.15	5.82	$	82
Year ended September 30, 2018
Outstanding at beginning of year	146,606		$	9.45
Granted	8,000		13.60
Exercised	(6,042	)	8.11
Forfeited or expired	(26,894	)	9.31
Outstanding at end of year	121,670		$	9.82	5.48
Exercisable at end of year	67,370		$	8.38	3.42	$	379
Fully vested and expected to vest	121,670		$	9.82	5.48	$	508
Year ended September 30, 2017
Outstanding at beginning of year	140,706		$	8.67
Granted	23,000		13.75
Exercised	(14,100	)	8.27
Forfeited or expired	(3,000	)	11.00
Outstanding at end of year	146,606		$	9.45	6.68
Exercisable at end of year	57,712		$	7.70	3.89	$	361
Fully vested and expected to vest	146,606		$	9.45	6.68	$	659

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



	Transition period ended December 31,		Years ended September 30,
	2018		2018		2017
Intrinsic value of options exercised	$	81	$	33	$	69
Cash received from options exercised	$	90	$	50	$	114
Tax benefit realized from options exercised	$	—	$	—	$	—

Set forth below is a table showing relevant assumptions used in calculating stock option expense related to the Company’s 2004 Stock Option and Incentive Plan and 2008 Equity Incentive Plan:



	Transition period ended December 31,	Years ended September 30,
	2018	2018		2017
Dividend yield	NA	1.18	%	1.16	%
Risk-free interest rate	NA	2.4	%	2.2	%
Weighted average expected life (years)	NA	10		10
Expected volatility	NA	2.3	%	2.4	%

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NOTE 14 – INCOME TAXES

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



	Transition period ended December 31,			Years ended September 30,
	2018			2018			2017
Current tax provision
Federal	$	574		$	1,989		$	572
State	194			530			117
	768			2,519			689
Deferred tax provision (benefit)
Federal	(153		)	(410		)	535
Federal deferred tax adjustment - the Tax Act	—			338			—
State	(54		)	(121		)	99
	(207		)	(193		)	634
Total	$	561		$	2,326		$	1,323

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



	Transition period ended December 31,					Years ended September 30,
	2018					2018					2017
	Amount			Rate		Amount			Rate		Amount			Rate
Tax expense at statutory rate	$	383		21.0	%	$	1,619		24.5	%	$	1,299		34.0	%
State income taxes, net of federal	140			7.7	%	409			6.2	%	216			5.6	%
Deferred tax adjustment - related to the Tax Act	—			—	%	338			5.1	%	—			—	%
Tax exempt interest	(44		)	(2.4	)%	(198		)	(3.0	)%	(229		)	(6.0	)%
Other	82			4.5	%	158			2.4	%	37			1.0	%
Total	$	561		30.8	%	$	2,326		35.2	%	$	1,323		34.6	%

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a summary of the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2018 , September 30, 2018 and September 30, 2017, respectively:



	Transition period ended December 31,			Years ended September 30,
	2018			2018			2017
Deferred tax assets:
Allowance for loan losses	$	2,091		$	1,822		$	2,347
Deferred loan costs/fees	83			47			51
Director/officer compensation plans	143			126			90
Net unrealized loss on securities available for sale	698			1,027			178
Economic performance accruals	273			273			—
Other real estate	53			58			304
Deferred revenue	110			111			143
Loan Discounts	1,750			846			1,450
FHLB Advances	104			—			—
Other	17			10			100
Deferred tax assets	$	5,322		$	4,320		$	4,663
Deferred tax liabilities:
Office properties and equipment	(971		)	(742		)	(1,039		)
Federal Home Loan Bank stock	(94		)	(88		)	(128		)
Core Deposit Intangible	(1,771		)	(987		)	(1,628		)
Bank Owned Life Insurance	(282		)	—			—
Other real estate	—			—			(114		)
Prepaid expenses	(159		)	(155		)	(147		)
Mortgage servicing rights	(1,234		)	(496		)	(685		)
Other acquired intangibles	(96		)	(152		)	(264		)
Deferred tax liabilities	$	(4,607	)	$	(2,620	)	$	(4,005	)
Net deferred tax assets	$	715		$	1,700		$	658

The Company regularly reviews the carrying amount of its deferred tax assets to determine if the establishment of a valuation allowance is necessary, as further discussed in Note 1 “Nature of Business and Summary of Significant Accounting Policies,” above. At December 31, 2018 , September 30, 2018 and September 30, 2017, respectively, management determined that no valuation allowance was necessary.

The Company’s income tax returns are subject to review and examination by federal, state and local government authorities. As of December 31, 2018 , years open to examination by the U.S. Internal Revenue Service include taxable years ended September 30, 2015 to present. The years open to examination by state and local government authorities varies by jurisdiction.

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

The Company’s policy is to recognize interest and penalties related to income tax issues as components of other noninterest expense. During the transition period ended December 31, 2018 and the years ended September 30, 2018 and 2017 ,

115

the Company recognized penalties and interest expense in the amount of $0 for each period, related to income tax issues which is included in other noninterest expense in its consolidated statements of operations. The Company had a recorded liability of $9 , $9 and $11 , which is included in other liabilities in its consolidated balance sheets, for the payment of interest and penalties related to income tax issues as of December 31, 2018 , September 30, 2018 and 2017 , respectively.

NOTE 15 – FAIR VALUE ACCOUNTING

ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The topic describes three levels of inputs that may be used to measure fair value:

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

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

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

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

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

116

Assets Measured on a Recurring Basis

The following tables present the financial instruments measured at fair value on a recurring basis as of December 31, 2018 , September 30, 2018 and 2017 .



	Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2018
Investment securities:
U.S. government agency obligations	$	45,298	$	—	$	45,298	$	—
Obligations of states and political subdivisions	34,728		—		34,728		—
Mortgage-backed securities	41,350		—		41,350		—
Agency Securities	148		—		148		—
Corporate debt securities	6,305		—		6,305		—
Corporate asset based securities	18,896		—		18,896		—
Total	$	146,725	$	—	$	146,725	$	—
September 30, 2018
Investment securities:
U.S. government agency obligations	$	34,603	$	—	$	34,603	$	—
Obligations of states and political subdivisions	34,554		—		34,554		—
Mortgage-backed securities	41,371		—		41,371		—
Agency Securities	182		—		182		—
Corporate debt securities	6,276		—		6,276		—
Corporate asset based securities	1,496		—		1,496		—
Total	$	118,482	$	—	$	118,482	$	—
September 30, 2017
Investment securities:
U.S. government agency obligations	$	18,041	$	—	$	18,041	$	—
Obligations of states and political subdivisions	35,795		—		35,795		—
Mortgage-backed securities	36,474		—		36,474		—
Agency securities	230		—		230		—
Corporate debt securities	5,343		—		5,343		—
Total	$	95,883	$	—	$	95,883	$	—

117

The following table presents additional information about the security available for sale measured at fair value on a recurring basis and for which the Company utilized significant unobservable inputs (Level 3 inputs) to determine fair value for the transition period ended December 31, 2018 and the years ended September 30, 2018 and 2017 :



	Fair value measurements using significant unobservable inputs (Level 3)
	Transition period ended December 31,		Years ended September 30,
Securities available for sale	2018		2018		2017
Balance, beginning of year	$	—	$	—	$	376
Payments received	—		—		(500		)
Total gains or losses (realized/unrealized)
Included in earnings	—		—		124
Included in other comprehensive income	—		—		—
Transfers in and/or out of Level 3	—		—		—
Balance, end of year	$	—	$	—	$	—

There were no transfers in or out of Level 1, Level 2 or Level 3 fair value measurements during the transition period ended December 31, 2018 and the years ended September 30, 2018 and 2017 . There were no losses included in earnings attributable to the change in unrealized gains or losses relating to the available-for-sale securities above with fair value measurements utilizing significant unobservable inputs for the transition period ended December 31, 2018 and the years ended September 30, 2018 and 2017 , respectively.

The Level 3 security in the table above, consisted of one private placement collateralized debt obligation security, backed by trust preferred securities. The market for the trust preferred security was not active, and markets for similar securities were equally inactive. The new issue market was also inactive and there were very few market participants willing or able to transact for these trust preferred securities. In June 2017, this trust preferred security was called.

118

Assets Measured on a Nonrecurring Basis

The following tables present the financial instruments measured at fair value on a nonrecurring basis as of December 31, 2018 , September 30, 2018 and September 30, 2017 :



	Fair Value		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2018
Foreclosed and repossessed assets, net	$	2,570	$	—	$	—	$	2,570
Impaired loans with allocated allowances	2,485		—		—		2,485
Mortgage servicing rights	5,214		—		—		5,214
Total	$	10,269	$	—	$	—	$	10,269
September 30, 2018
Foreclosed and repossessed assets, net	$	2,768	$	—	$	—	$	2,768
Impaired loans with allocated allowances	2,168		—		—		2,168
Mortgage servicing rights	2,669		—		—		2,669
Total	$	7,605	$	—	$	—	$	7,605
September 30, 2017
Foreclosed and repossessed assets, net	$	6,017	$	—	$	—	$	6,017
Impaired loans with allocated allowances	1,490		—		—		1,490
Mortgage servicing rights	1,951		—		—		1,951
Total	$	9,458	$	—	$	—	$	9,458

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

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

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

The following table represents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine their fair value at December 31, 2018 , September 30, 2018 and September 30, 2017.

119



	Fair Value		Valuation Techniques (1)	Significant Unobservable Inputs (2)	Range
December 31, 2018
Foreclosed and repossessed assets, net	$	2,570	Appraisal value	Estimated costs to sell	10 - 15%
Impaired loans with allocated allowances	$	2,485	Appraisal value	Estimated costs to sell	10 - 15%
Mortgage servicing rights	$	5,214	Discounted cash flows	Discounted rates	9.5% - 12.5%
September 30, 2018
Foreclosed and repossessed assets, net	$	2,768	Appraisal value	Estimated costs to sell	10 - 15%
Impaired loans with allocated allowances	$	2,168	Appraisal value	Estimated costs to sell	10 - 15%
Mortgage servicing rights	$	2,669	Discounted cash flows	Discounted rates	9.5% - 12.5%
September 30, 2017
Foreclosed and repossessed assets, net	$	6,017	Appraisal value	Estimated costs to sell	10 - 15%
Impaired loans with allocated allowances	$	1,490	Appraisal value	Estimated costs to sell	10 - 15%
Mortgage servicing rights	$	1,951	Discounted cash flows	Discounted rates	9.5% - 12.5%

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

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

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

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

and delinquent property taxes.

Fair Values of Financial Instruments

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

Cash and Cash Equivalents (carried at cost)

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

Other Interest Bearing Deposits

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

Non-marketable Equity Securities, (carried at cost)

Non-marketable equity securities are comprised of Federal Home Loan Bank stock and Federal Reserve Bank stock carried at cost, which are their redeemable fair value since the market for each category of this stock is restricted and represents a level 1 measurement.

Loans Receivable, net

Fair value is estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as real estate, C&I and consumer. The fair value of loans is calculated by discounting scheduled cash flows through the estimated maturity date using market discount rates reflecting the credit and interest rate risk inherent in the loan, including estimates of prepayments and reasonable prepayment rates. The estimate of maturity is based on the Bank’s repayment schedules for each loan classification. The fair value of variable rate loans approximates carrying value. The net carrying value of the loans acquired through the CBN, WFC and United Bank acquisitions approximates the fair value of the loans at December 31, 2018 . The fair value of loans is considered to be a level 3 measurement.

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Loans Held for Sale

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

Mortgage Servicing Rights

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

Impaired Loans (carried at fair value)

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

Foreclosed Assets (carried at fair value)

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

Accrued Interest Receivable and Payable

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

Deposits

The fair value of deposits with no stated maturity, such as demand deposits, savings accounts, and money market accounts, is the amount payable on demand at the reporting date. The fair value of fixed rate certificate accounts is calculated by using discounted cash flows applying interest rates currently being offered on similar certificates and represents a level 3 measurement. The net carrying value of fixed rate certificate accounts acquired through the United Bank acquisition approximates the fair value of the certificates at December 31, 2018 and represents a level 3 measurement.

Federal Home Loan Bank ("FHLB") Advances

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

Off-Balance-Sheet Instruments

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

121

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



		December 31, 2018				September 30, 2018				September 30, 2017
	Valuation Method Used	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(Level I)	$	45,778	$	45,778	$	34,494	$	34,494	$	41,677	$	41,677
Other interest-bearing deposits	(Level II)	7,460		6,704		7,180		5,695		8,148		8,143
Securities available for sale "AFS"	See above	146,725		146,725		118,482		118,482		95,883		95,883
Securities held to maturity "HTM"	(Level II)	4,850		4,872		4,619		4,609		5,453		5,605
Non-marketable equity securities, at cost	(Level I)	11,261		11,261		7,218		7,218		7,292		7,292
Loans receivable, net	(Level III)	984,952		988,072		752,499		746,463		727,053		737,119
Loans held for sale	(Level II)	1,927		1,927		1,917		1,917		2,334		2,334
Mortgage servicing rights	(Level III)	4,486		5,214		1,840		2,669		1,886		1,951
Accrued interest receivable	(Level I)	4,307		4,307		3,600		3,600		3,291		3,291
Financial liabilities:
Deposits	(Level III)	$	1,007,512	$	1,005,488	$	746,529	$	751,548	$	742,504	$	746,025
FHLB advances	(Level II)	109,813		109,665		63,000		63,009		90,000		89,998
Other borrowings	(Level I)	24,647		24,647		24,619		24,619		30,319		30,319
Other liabilities	(Level I)	7,659		7,659		5,079		5,079		4,131		4,131
Accrued interest payable	(Level I)	406		406		335		335		227		227

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NOTE 16—EARNINGS PER SHARE

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



	Three months ended		Years ended
	December 31, 2018		September 30, 2018		September 30, 2017
Basic
Net income attributable to common shareholders	$	1,261	$	4,283	$	2,499
Weighted average common shares outstanding (1)	10,942,920		5,943,891		5,361,843
Basic earnings per share	$	0.12	$	0.72	$	0.47
Diluted
Net income attributable to common shareholders	$	1,261	$	4,283	$	2,499
Weighted average common shares outstanding (1)	10,942,920		5,943,891		5,361,843
Add: Dilutive preferred shares impact prior to common stock conversion (2)	—		1,356,164		—
Add: Dilutive stock options outstanding	24,466		35,192		16,517
Average shares and dilutive potential common shares (1)(2)	10,967,386		7,335,247		5,378,360
Diluted earnings per share	$	0.12	$	0.58	$	0.46
Additional common stock option shares that have not been included due to their antidilutive effect	28,000		—		22,000

(1) On September 28, 2018, 500,000 shares of Series A Preferred Stock was mandatorily converted into 10 Shares of Common Stock following receipt of stockholder approval, resulting in the issuance of 5,000,000 shares of common stock, which impacts earnings per share. For further information, refer to Note 1, "Nature of Business and Summary of Significant Accounting Policies".

(2) On June 20, 2018, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold an aggregate of 500,000 shares of Series A Preferred Stock in a private placement at $130.00 per share, for aggregate gross proceeds of $65 million , which had an impact on diluted earnings per share. For further information, refer to Note 1, "Nature of Business and Summary of Significant Accounting Policies".

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NOTE 17 – OTHER COMPREHENSIVE INCOME (LOSS)

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



	For the three months ended, December 31,							For the years ended September 30,
	2018							2018								2017
	Before-Tax Amount		Tax Expense			Net-of-Tax Amount		Before-Tax Amount			Tax Expense		Net-of-Tax Amount			Before-Tax Amount			Tax Expense			Net-of-Tax Amount
Unrealized gains (losses) on securities:
Net unrealized gains (losses) arising during the period	$	1,193	(328		)	$	865	$	(3,134	)	$	844	$	(2,290	)	$	(1,580	)	$	632		$	(948	)
Less: reclassification adjustment for losses included in net income	—		—			—		(17		)	5		(12		)	111			(44		)	67
Less: reclassification of certain deferred tax effects (1)	—		—			—		(137		)	—		(137		)	—			—			—
Other comprehensive income (loss)	$	1,193	$	(328	)	$	865	$	(3,288	)	$	849	$	(2,439	)	$	(1,469	)	$	588		$	(881	)

(1) Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. For further information, refer to Note 1, "Nature of Business and Summary of Significant Accounting Policies".

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



	Unrealized Gains (Losses) on Securities			Other Comprehensive Income (Loss)
Balance, October 1, 2016	$	614		$	614
Current year-to-date other comprehensive loss, net of tax	(881		)	(881		)
Ending balance, September 30, 2017	$	(267	)	$	(267	)
Current year-to-date other comprehensive loss, net of tax	(2,439		)	(2,439		)
Ending balance, September 30, 2018	$	(2,706	)	$	(2,706	)
Current year-to-date other comprehensive income, net of tax	865			865
Ending balance, December 31, 2018	$	(1,841	)	$	(1,841	)

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



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

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

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



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

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

Reclassifications out of accumulated other comprehensive income for the twelve months ended September 30, 2017 were as follows:



Details about Accumulated Other Comprehensive Income (Loss) Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			(1)	Affected Line Item on the Statement of Operations
Unrealized gains and losses
Sale of securities	$	111			Net gain on sale of available for sale securities
Tax effect	(44		)		Provision for income taxes
Total reclassifications for the period	$	67			Net income attributable to common shareholders

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

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NOTE 18—CONDENSED FINANCIAL INFORMATION – PARENT COMPANY ONLY

The following condensed balance sheets as of December 31, 2018 , September 30, 2018 and 2017 , and condensed statements of operations and cash flows for the transition period ended December 31, 2018 and each of the years in the two-year period ended September 30, 2018 and 2017 , for Citizens Community Bancorp, Inc. should be read in conjunction with the accompanying consolidated financial statements and the notes thereto.

Condensed Balance Sheets



	December 31,		September 30,
	2018		2,018		2017
Assets
Cash and cash equivalents	$	6,975	$	58,991	$	5,716
Investments	—		—		1,242
Other assets	336		279		5
Investment in subsidiary	155,970		101,594		97,105
Total assets	$	163,281	$	160,864	$	104,068
Liabilities and Stockholders' Equity
Other borrowings	$	24,647	$	24,619	$	30,319
Other liabilities	447		398		266
Total liabilities	25,094		25,017		30,585
Total stockholders’ equity	138,187		135,847		73,483
Total liabilities and stockholders’ equity	$	163,281	$	160,864	$	104,068

Statements of Operations



	Transition period ended December 31,			Years Ended September 30,
	2018			2018			2017
Interest income	$	—		$	3		$	1
Interest expense	394			1,740			594
Net interest expense	(394		)	(1,737		)	(593		)
Dividend income from bank subsidiary	—			—			12,500
Operating income	—			5			—
Operating expenses	(803		)	(1,333		)	(1,376		)
Net (loss) income before benefit for income taxes and equity in undistributed income (loss) of subsidiaries	(1,197		)	(3,065		)	10,531
Benefit for income taxes	201			829			602
Net (loss) earnings before equity in undistributed income (loss) of subsidiaries	(996		)	(2,236		)	11,133
Equity in undistributed income (loss) of subsidiaries	2,257			6,519			(8,634		)
Net income	$	1,261		$	4,283		$	2,499

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Statements of Cash Flows



	Transition Period Ended December 31,			Years Ended September 30,
	2018			2018			2017
Change in cash and cash equivalents:
Cash flows from operating activities:
Net income	$	1,261		$	4,283		$	2,499
Stock based compensation expense	5			12			31
Adjustments to reconcile net income to net cash provided by operating activities - Equity in undistributed income of subsidiary	(2,257		)	(6,519		)	(3,866		)
Increase in other assets	(44		)	(223		)	—
Increase in other liabilities	77			131			216
Net cash used in operating activities	(958		)	(2,316		)	(1,120		)
Cash flows from investing activities:
Proceeds from maturities of interest bearing deposits	—			1,241			249
Proceeds from private placement stock offering, net of issuance costs	—			61,265			—
Cash consideration paid in business combination	(51,128		)	—			(27,716		)
Net capital expenditures	(12		)	(50		)	—
Net cash provided by (used in) investing activities	(51,140		)	62,456			(27,467		)
Cash flows from financing activities:
Proceeds from other borrowings, net of issuance costs	—			9,911			19,620
Equity costs to fund business combination	—			—			(259		)
Repayments of other borrowings	—			(15,611		)	(306		)
Repurchase shares of common stock	—			(1		)	(16		)
Surrendered vested shares of common stock	(8		)	(33		)	(22		)
Exercise of common stock options	90			50			114
Cash dividend from Bank to Holding Company	—			—			12,500
Cash dividends paid	—			(1,181		)	(842		)
Net cash (used in) provided by financing activities	82			(6,865		)	30,789
Net increase in cash and cash equivalents	(52,016		)	53,275			2,202
Cash and cash equivalents at beginning of year	58,991			5,716			3,514
Cash and cash equivalents at end of year	$	6,975		$	58,991		$	5,716

NOTE 19—SUBSEQUENT EVENTS

F. & M. Bancorp Acquisition

On January 21, 2019, the Company and F&M Merger Sub, Inc., a newly formed Minnesota corporation and wholly-owned subsidiary of the Company (“Merger Sub”) entered into a merger agreement with F. & M. Bancorp. of Tomah, Inc. (“F&M”). The merger agreement provides that Merger Sub will merge with and into F&M, with F&M continuing as the surviving entity. Immediately after the merger, F&M will merge with and into the Company, with the Company continuing as the surviving entity. The merger agreement was unanimously approved and adopted by the Board of Directors of each of the Company and F&M.

The Company anticipates acquiring 100% of F&M’s common stock for a purchase price of approximately $21.6 million , of which approximately 85% will be paid in cash and the remaining 15% paid in common stock of the Company, subject to certain adjustments as provided in the merger agreement. The merger is expected to be

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completed in the second quarter of 2019. At September 30, 2018, F&M had approximately $194 million in total assets, $138 million in loans, and $149 million in deposits.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives. We carried out an evaluation as of December 31, 2018 , under the supervision and with the participation of the Company's management, including our Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2018 at reaching a level of reasonable assurance.

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

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

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the transition period ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On October 19, 2018, we completed our acquisition of United Bank. In accordance with our integration efforts, we plan to incorporate United Bank operations into our internal control over financial reporting structure within the time frame provided by applicable SEC rules and regulations.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Proposal 1: Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance – Director Nominations”, “Audit Committee Matters – Audit Committee Financial Expert”, and “Corporate Governance Matters – Code of Business Conduct and Ethics” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2019 .

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

ITEM 11. EXECUTIVE COMPENSATION

The information with respect to this item is incorporated herein by reference to the discussion under the headings “Directors’ Meetings and Committees – Compensation Committee”, “Director Compensation” and “Executive Compensation” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2019.

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

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Security Ownership" and "Equity Compensation Plan Information” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2019.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2018 , with respect to compensation plans under which shares of common stock were issued or available to be issued:



	Number of Common Shares to Be Issued Upon Exercise of Outstanding Options,	Weighted-average Exercise Price of Outstanding Options,		Number of Common Shares Available for Future Issuance Under Equity
Plan Category	Warrants and Rights (1)	Warrants and Rights		Compensation Plans (2)
Equity compensation plans approved by security holders	108,930	$	10.15	308,779
Equity compensation plans not approved by security holders	—	—		—
Total	108,930	$	10.15	308,779

(1) Represents (a) 0 shares of our Common Stock to be issued upon exercise of outstanding stock options under the 2018 Equity Incentive Plan, (b) 81,700 shares of our Common Stock to be issued upon exercise of outstanding stock options under the 2008 Equity Incentive Plan, and (c) 27,230 shares of our Common Stock to be issued upon exercise of outstanding stock options under the 2004 Stock Option and Incentive Plan (together with the 2008 Equity Incentive Plan, the "Prior Plans").

(2) Represents 308,779 shares of our Common Stock available for issuance under the 2018 Equity Incentive Plan. No new awards may be granted under the Prior Plans.

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

Information with respect to this item is incorporated herein by reference to the discussion under the headings “Transactions with Related Persons” and “Corporate Governance Matters – Director Independence” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2019.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to this item is incorporated herein by reference to the discussion under the heading “Audit Committee Matters – Fees of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission on or before April 30, 2019.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements:

The following financial statements of the Company are included in Item 8 of this Transition Report on Form 10-K:

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

Consolidated Balance Sheets as of December 31, 2018 , September 30, 2018 and 2017

Consolidated Statements of Operations for the Transition Period Ended December 31, 2018, the Three Month Period Ended December 31, 2017 (Unaudited) and the Years Ended September 30, 2018 and 2017

Consolidated Statements of Comprehensive Income (Loss) for the Transition Period Ended December 31, 2018 and the Years Ended September 30, 2018 and 2017

Consolidated Statements of Changes in Stockholders’ Equity for the Transition Period Ended December 31, 2018 and the Years Ended September 30, 2018 and 2017

Consolidated Statements of Cash Flows for the Transition Period Ended December 31, 2018 and the Years Ended September 30, 2018 and 2017

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules:

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

(a)(3) Exhibits



2.1	Agreement and Plan of Merger between Citizens Community Bancorp, Inc. and Wells Financial Corp. dated as of March 17, 2017 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on March 17, 2017 (File No. 001-3303)).
2.2	Stock Purchase Agreement between Citizens Community Bancorp, Inc. United Bank and United Bancorporation, dated June 20, 2018 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).
2.3	First Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated August 13, 2018 (incorporated by reference to Exhibit 2.4 to the Company's Form 10-K filed on December 10, 2018 (File No. 001-33003)).
2.4	Second Amendment to Stock Purchase Agreement by and among Citizens Community Bancorp, Inc., United Bank and United Bancorporation, dated October 19, 2018 (incorporated by reference to Exhibit 2.2 to the Company's current report on Form 8-K filed on October 22, 2018 (File No. 001-33003)).
3.1	Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
3.2	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33003)).
3.3	Articles Supplementary with respect to the Series A Preferred Stock of Citizens Community Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).

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3.4	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933 and incorporated herein by reference.)
3.5	Amendment to the Bylaws of the Registrant (incorporated by reference to Exhibit 99.1 to the Company's Form 8-K dated December 20, 2013, filed on December 26, 2013 (file No. 001-33003)).
4.1	Subordinated Note Purchase Agreement between Citizens Community Bancorp, Inc. and EJF Debt Opportunities Master Fund, LP dated May 30, 2017 (incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
4.2	Form of Subordinated Note (incorporated by reference to Exhibit 4.2 to the Company's current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
10.1+	Citizens Community Bancorp, Inc. 2004 Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
10.3+	Citizens Community Bancorp, Inc. Supplemental Executive Retirement Plan (incorporated by reference to Exhibit10.2 to the Company’s Registration Statement on Form SB-2 filed on June 30, 2006 (File No. 333-135527) pursuant to Section 5 of the Securities Act of 1933).
10.4	Citizens Community Bancorp, Inc. Tax Allocation Agreement (incorporated by reference to Exhibit 10.e to the Company’s annual report on Form 10-KSB for the fiscal year ended September 30, 2004 (File No. 000-50585)).
10.5+	Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on August 28, 2013 (File No. 333-190877)).
10.7+	Form of Incentive Stock Option Agreement under the Citizens Community Bancorp, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2010 (File No. 001-3303)).
10.8+	Form of Restricted Stock Grant Agreement under the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.12 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No. 001-33003)).
10.9+	Form of Stock Option Agreement under the Citizens Community Bancorp, Inc. 2008 Equity Incentive Plan (incorporated by referent to Exhibit 10.13 to the Company’s annual report on Form 10-K for the fiscal year ended as of September 30, 2014 (File No. 001-33003)).
10.10+	Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A. and Stephen Bianchi, dated May 25, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 26, 2017 (File No. 001-33003)).
10.11	Second Amended and Restated Loan Agreement with First Tennessee, National Association dated May 30, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 31, 2017 (File No. 001-33003)).
10.12+	Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A. and James S. Broucek, effective as of October 31, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on October 18, 2017 (File No. 001-33003)).
10.13+	Separation Agreement by and between Citizens Community Federal, N.A. and Mark C. Oldenberg, dated October 17, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on October 18, 2017 (File No. 001-33003)).
10.14+	Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on March 30, 2018 (File No. 333-224042)).
10.15+	Form of Restricted Stock Agreement under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.16+	Form of Director Restricted Stock Agreement under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.17+	Citizens Community Bancorp, Inc. 2018 Long Term Incentive Plan under the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Form 10-K filed on December 10, 2018 (File No. 001-33003)).

131



10.18+	Form of Citizens Community Bancorp, Inc. 2018 Long Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.27 to the Company's Form 10-K filed on December 10, 2018 (File No. 001-33003)).
10.19+	Form of Citizens Community Bancorp, Inc. 2019 Long Term Incentive Plan Award Agreement.
10.20	Securities Purchase Agreement between the Citizens Community Bancorp, Inc. and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).
10.21	Registration Rights Agreement between the Citizens Community Bancorp, Inc. and the Purchasers provided therein, dated June 20, 2018 (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on June 21, 2018 (File No. 001-33003)).
10.22	Business Credit Agreement, dated August 1, 2018, by and between Citizens Community Bancorp, Inc., and Chippewa Valley Bank National Association (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on August 6, 2018 (File No. 001-33003)).
10.23	Business Note, dated August 1, 2018, issued by Citizens Community Bancorp, Inc. to Chippewa Valley Bank (incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K filed on August 6, 2018 (File No. 001-33003)).
10.24	Collateral Pledge Agreement, dated August 1, 2018, by Citizens Community Bancorp, Inc. in favor of Chippewa Valley Bank (incorporated by reference to Exhibit 10.3 to the Company's current report on Form 8-K filed on August 6, 2018 (File No. 001-33003)).
21	Subsidiaries of the Company as of December 31, 2018 (filed herewith).
23	Consent of Independent Registered Public Accounting Firm (Baker Tilly Virchow Krause, LLP) (filed herewith).
31.1	Rule 13a-15(e) Certification of the Company’s Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) Certification of the Company’s Chief Financial Officer (filed herewith).
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101	The following materials from Citizens Community Bancorp, Inc.’s Transition Report on Form 10-K for the three months ended December 31, 2018 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.



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

132

SIGNATURES

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



	CITIZENS COMMUNITY BANCORP, INC.

Date: March 8, 2019	By:	/s/ James S. Broucek
		James S. Broucek
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

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




Date: March 8, 2019	By:	/s/ Stephen M. Bianchi
		Stephen M. Bianchi President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

Date: March 8, 2019	By:	/s/ Richard McHugh
		Richard McHugh Lead Director

Date: March 8, 2019	By:	/s/ Michael L. Swenson
		Michael L. Swenson Director

Date: March 8, 2019	By:	/s/ James R. Lang
		James R. Lang Director

Date: March 8, 2019	By:	/s/ Francis E. Felber
		Francis E. Felber Director

Date: March 8, 2019	By:	/s/ James D. Moll
		James D. Moll Director

Date: March 8, 2019	By:	/s/ Kristina M. Bourget
		Kristina M. Bourget Director

Date: March 8, 2019	By:	/s/ Timothy L. Olson
		Timothy L. Olson Director

Date: March 8, 2019	By:	/s/ James S. Broucek
		James S. Broucek Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

133

Exhibit 10.19

CITIZENS COMMUNITY BANCORP, INC.
LONG-TERM INCENTIVE PLAN AWARD AGREEMENT
Award Date:

RS No. __

The Award and the Plan . As of the Award Date set forth above (the “Award Date”), Citizens Community Bancorp, Inc. (the “Company”) grants to ________ (“you”) the award (the “Award”) stated in this Long-Term Incentive Plan Award Agreement (this “Agreement”). The Award consists of the following: (a) ____________ time-based restricted Shares of the Company (the “Time-Based Restricted Shares”), and (b) Share Units representing a commitment to issue you Shares of the Company upon achievement of the Performance Criteria, as defined in the Appendix (the “Performance-Based Restricted Shares”), all on the terms and conditions contained in this Agreement and the Citizens Community Bancorp, Inc. 2018 Equity Incentive Plan (the “Plan”).


II.	Terms of Time-Based and Performance-Based Restricted Share Grants .

2.1

Time-Based Restricted Shares . Until your Time-Based Restricted Shares vest, you may not sell, assign, pledge or otherwise transfer such Shares (or any interest in or right to such Shares), other than by will or the laws of descent and distribution, and any such attempted transfer will be void (the “Restrictions”). The Time-Based Restricted Shares vest, and the Restrictions will lapse, in accordance with the following vesting schedule:

________ of the Time-Based Restricted Shares shall vest on the one-year anniversary of the Award Date;

________ of the Time-Based Restricted Shares shall vest on the two-year anniversary of the Award Date; and

________ of the Time-Based Restricted Shares shall vest on the three-year anniversary of the Award Date.


2.2	Performance-Based Restricted Shares . The commitment to issue you Shares of the Company upon achievement of the Performance Criteria with respect to the Performance-Based Restricted Shares shall be based on a Target number of Shares. The Target number of Shares pursuant to this Award of Performance-Based Restricted Shares is __________ Shares. The number of Shares actually issued to

you, if any, upon achievement of the Performance Criteria shall be as provided in the Appendix.

Upon expiration of the Performance Period, the Compensation Committee (the “Committee”) will determine in its sole discretion whether the Performance Criteria has been met. To the extent the Performance Criteria has been met, Shares of the Company will be deemed to be earned by you, and the applicable number of Shares will be delivered to you within 30 days after the Committee makes such determination. The foregoing provisions of this Section 2.2 notwithstanding, upon the occurrence of a Change of Control, the Committee will determine whether and to what extent the Performance Criteria has been attained through the date of such Change of Control, and you will be deemed to have earned the greater of (i) such number of Shares as would have been earned based on the attainment of Target performance under the Performance Criteria or (ii) such number of Shares as would be earned based on the actual Performance Criteria attained as so determined by the Committee. You may not sell, assign, pledge or otherwise transfer any rights to Performance-Based Restricted Shares prior to the expiration of the Performance Period, or prior to the issuance of any Shares earned during the Performance Period, other than by will or the laws of descent and distribution.


2.3	Effect of Disability, Death or other Termination of Employment on Time-Based Restricted Shares . Your employment with the Company may be terminated by your employer at any time for any reason (with or without advance notice).


(a)	Except as provided in (b) below, if your employment with the Company is terminated before the Restrictions have lapsed, for any reason, you will forfeit all unvested Time-Based Restricted Shares.


(b)	If your employment with the Company is terminated by reason of your death, or Disability, the Restrictions will lapse with respect to your Time-Based Restricted Shares upon the date of such termination of employment.


2.4	Effect of Disability, Death or other Termination of Employment on Performance-Based Restricted Shares . Your employment with the Company may be terminated by your employer at any time for any reason (with or without advance notice).


(a)	Except as provided in (b) below, if your employment with the Company is terminated before the end of the Performance Period, for any reason, your rights to all unearned Performance-Based Restricted Shares will be forfeited.

(b)

If your employment with the Company is terminated by reason of your death or Disability, to the extent the Performance Criteria has been met as of such date, you will be entitled to a pro-rated amount of Shares of the Company. The pro-rated portion will equal a fraction of such earned Shares, the numerator of which is the number of days during the Performance Period you were employed through the date of termination of employment and the denominator of which is 1,095. The Shares will be delivered to you within 30 days after approval of the Performance Criteria.

2.5

Limitation of Rights Regarding Shares . Upon issuance of any Time-Based Restricted Shares, you will have all of the rights of a shareholder with respect to such Shares, including that you will have the right to vote any unvested Time-Based Restricted Shares and you will have any right to any dividends paid on any unvested Time-Based Restricted Shares. You will not have any rights in any Performance Based Restricted Shares prior to the expiration of the Performance Period, and prior to the issuance of any Shares earned during the Performance Period.

2.6

Income Taxes . You are liable for any federal and state income or other taxes applicable upon the lapse of the Restrictions on any Time-Based Restricted Shares (or at any such earlier time, if any, that an election is made by you under Section 83(b) of the Code, or any successor thereto), and your subsequent disposition of any Time-Based Restricted Shares that have become vested, and you acknowledge that you should consult with your own tax advisor regarding the applicable tax consequences. Upon (a) the lapse of Restrictions on any Time-Based Restricted Shares or (b) the issuance of any earned Shares relating to Performance-Based Restricted Shares, except as otherwise agreed, the Company will withhold from such Shares a number of Shares having a Fair Market Value equal to the amount of all applicable taxes required by the Company to be withheld upon the lapse of the Restrictions on such Shares, or upon the issuance of Shares earned relating to Performance-Based Restricted Shares.


III.	Restrictive Covenants .

3.1

Basis for Restrictions . You acknowledge and agree that the Company’s business, technical, and customer information is established and maintained at great expense to the Company and is of significant value to the Company, and that by virtue of employment with the Company, you will have information pertaining to, unique and extensive exposure to, and personal contact with, the Company’s business, technical and customer information which would enable you to compete unfairly with the Company. As a result, and in consideration of the Company’s grant and your

acceptance of the Award set forth herein, you acknowledge and agree that the restrictions set forth in this Section III are necessary and enforceable to protect the Company’s business.

3.2

Confidential Information . For purposes of this Agreement, “Confidential Information” means information disclosed to you or known by you as a result of or as disclosed in the course of your employment with the Company which is not generally known to the public pertaining to the Company’s business, including, but not limited to, operations, contracts, customers, customer lists, proposals, research and development, procedures and protocols, operating models, financial information, pricing, price lists, marketing methods, strategic planning information, information stored in or developed for use with Company’s computer systems, insurance plans, risk management information, or marketing programs, and third-party information that the Company may learn from its customers or clients. Confidential Information shall include any such information developed or created by you if the information was developed or created by you while executing your duties for the Company or if the information was developed or created by you based upon any Confidential Information that you learned by virtue of your employment with the Company. Confidential Information shall not include any information that you can demonstrate is in the public domain by means other than disclosure by you, but shall include non-public compilations, combinations, or analyses of otherwise public information.

3.3

Non-Disclosure or Use of Confidential Information . For as long as you shall remain employed by the Company, and after termination of employment with the Company for any reason, you shall not directly or indirectly, under any circumstances, communicate or disclose to any person, firm, association, corporation, company or any other third party, or use for your own benefit or the benefit of any person or entity other than the Company, any Confidential Information, and you will keep secret and in strict confidence and hold inviolate said Confidential Information. You further agree not to disclose to others or use at any time after the termination of your employment with the Company any Confidential Information that constitutes and remains a trade secret under the Wisconsin Trade Secrets Act, as amended (Section 134.90 Wis. Stats.), any Confidential Information that the Company received from a third party and continues to hold in confidence, and any Confidential Information that you are otherwise prohibited by law from disclosing to others or using. The prohibitions of this paragraph do not apply to Confidential Information after it has become generally known and/or in the public domain through no fault of yours. The prohibitions of this paragraph also do not prohibit use of your general skills and knowledge acquired during and prior to your employment by the

Company, as long as such use does not involve the use or disclosure of Confidential Information.

3.4

Defend Trade Secrets Act . You understand that if you breach the provisions of Section 3.3 above, you may be liable to the Company under the Defend Trade Secrets Act of 2016 (“DTSA”). You further understand that by providing you with the following notice, the Company may recover from you its attorney fees and exemplary damages if it brings a successful claim against you under the DTSA: Under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a)(i) in confidence to a federal, state, or local governmental official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Without limiting the foregoing, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (i) file any document containing the trade secret under seal and (ii) do not disclose the trade secret, except pursuant to court order.

3.5

Non-Solicitation of Customers . During your employment, and for a period of twelve (12) months following the termination of your employment with the Company for any reason, you shall not, directly or indirectly canvas, contact, reply to, or solicit any “Active Customer” (as defined below) of the Company for the purpose of selling, offering or providing products or services which are the same as or substantially similar to the products or services provided by the Company at any time during the “Reference Period” (as defined below). “Active Customer” shall mean any person or entity which, within the 12‑month period prior to the termination of your employment with the Company (the “Reference Period”), received any products or services supplied by or on behalf of the Company; provided, however, “Active Customer” shall be further limited to those customers of the Company: (i) with whom you had material business contact as an employee of the Company during the Reference Period; (ii) whose dealings with the Company were coordinated or supervised, in whole or in part, by you during the Reference Period; or (iii) about whom you obtained Special Knowledge (as defined below) as a result of your position with the Company during the Reference Period. “Special Knowledge” means Confidential Information that is used, possessed or acquired by or developed for the Company in the course of soliciting, selling to or servicing a customer, including, but not limited to, existing or proposed bids, pricing and cost information, margins,

negotiation strategies, sales strategies and information generated for customer engagements.

3.6

Non-Solicitation of Company Personnel . During your employment and for a further period of twelve (12) months beginning on the termination of your employment with the Company for any reason, you agree that you shall not, directly or indirectly, solicit, encourage or induce any employee, consultant, contractor, or other agent of the Company with whom you had substantial contact during the Reference Period and who has knowledge of Confidential Information to terminate a relationship (employment or otherwise), or breach any agreement with the Company.

3.7

Severability and Blue Penciling . To the extent that any provision of this Section III shall be determined to be invalid or unenforceable as written, the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If, at the time of enforcement of the covenants contained in this Section III (collectively, the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated are unreasonable under circumstances then existing, you and the Company agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Restrictive Covenants to cover the maximum duration, scope and area permitted by law.

3.8

Reasonable and Necessary . You have had the opportunity to consult with your own legal counsel regarding the Restrictive Covenants and agree that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s businesses and agree not to challenge the validity or enforceability of the Restrictive Covenants. You agree that the provisions of this Section III are an essential inducement to the Company to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants with the Company to which you may be bound.


3.9	Remedies . If you breach, or threaten to commit a breach of any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity:


(a)	The right and remedy to immediately cancel, and you would thereby forfeit, any unvested Time-Based Restricted Shares and any unearned Performance-Based Restricted Shares awarded under this Agreement; and


(b)	The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and


(c)	The right and remedy to require you to account for and pay over to the Company any profits, monies or other benefits derived or received by you as the result of any transactions constituting a breach of the Restrictive Covenants; and


(d)	The right to payment from you of the Company’s costs and reasonable attorney fees incurred in successfully enforcing the Restrictive Covenants.

3.10

Survival . Notwithstanding any termination of this Agreement or your employment with the Company, whether or not any Time-Based Restricted Shares awarded hereunder have in whole or in part vested at that time or whether any Performance-Based Restricted Shares have been earned, you shall remain bound by the provisions of Section III of this Agreement which specifically relate to periods, activities or obligations upon or subsequent to the termination of your employment.


IV.	General Terms and Conditions .


4.1	Employment . This Agreement does not guarantee your continued employment nor alter the right of the Company to terminate your employment at any time.

4.2

Terms of Plan. This Award is granted pursuant to the Plan and is subject to its terms. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. All determinations and interpretations made in the discretion of the Committee shall be binding and conclusive upon you and your legal representatives with regard to any question arising hereunder or under the Plan. By your acceptance of this Award, you acknowledge receipt of a copy of the Plan and your agreement to the terms and conditions of the Plan and this Agreement.


4.3	Capitalized Terms . Capitalized terms not defined in the body of this Agreement are defined in the Plan. Except as otherwise stated, all references to “Sections” or “Articles” refer to Sections or Articles of this Agreement.


4.4	Governing Law . This Agreement is governed by the laws of the State of Wisconsin, without regard to the conflict of law provisions.

4.5

Certificates for Shares. The Company may issue stock certificates or evidence your interest in any Shares by using a restricted book entry account with the Company’s transfer agent. The Company shall hold any certificates for your benefit until the Shares represented thereby become vested. Any certificate(s) or other document(s) delivered to you may bear a legend indicating restrictions on transferability of the Shares pursuant to this Agreement and the Plan or any other restrictions that the Committee may deem advisable.


4.6	Adjustments . If any change is made to the outstanding common stock or the capital structure of the Company, the number and class of Shares covered by this Agreement and the terms and conditions of this Agreement shall be appropriately adjusted in any manner as contemplated by the Plan by the Committee, whose determination shall be conclusive.


4.7	Amendment . The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect you without your (or your legal representative’s) written consent.

4.8

Insider Trading Policy Acknowledgement . You hereby acknowledge that you have received, or have had access to, the Company’s Insider Trading Policy. You acknowledge, agree and understand that any purchase or sale of Shares, or any attempted sale or transfer of the Shares, are subject to and governed by the provisions of the Insider Trading Policy. By executing this Agreement or accepting this award, you agree to abide by and follow such the terms of the Insider Trading Policy.


4.9	Entire Agreement . This Agreement, together with the Plan, constitute the entire agreement relating to the subject matter hereof and supersede all previous and contemporaneous communications, agreements and understandings between you, on the one hand, and the Company or any of its affiliates, on the other hand.

4.10

Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be executed as of the date first above written.

CITIZENS COMMUNITY BANCORP, INC.

By: ________________________________

Name:

Title:

ACCEPTED:

By: ________________________________

Name:

_________________________________

(Street Address)

_________________________________

(City, State and Zip Code)

APPENDIX
PERFORMANCE-BASED RESTRICTED SHARES

1. Performance Criteria; Performance Period; Performance Shares Earned . The number of performance shares that may be earned under this Award is based on the attainment of the following performance criteria (the “Performance Criteria”):

The performance of the Company, as determined by Return on Average Equity (ROAE), over the period commencing on October 1, 2018 and ending on December 31, 2021 (except as set forth in the Agreement to which this Appendix is attached) (the “Performance Period”). The number of performance shares that may be earned under this Award are as follows:



Performance Level	Performance Achieved	Number of Shares Earned
Below Threshold	Less than 6.26% for the Performance Period	0 Shares
At Threshold	6.26% for the Performance Period	50% of Target Number of Shares
At Target	7.83% for the Performance Period	100% of Target Number of Shares
At Maximum	9.40% for the Performance Period	150% of Target Number of Shares
The number of performance shares earned will be interpolated on a linear basis for performance between Threshold and Target and between Target and Maximum.

2. No Guaranteed Payout . The minimum number of shares which may be earned is zero and the maximum number of shares which may be earned is 150% of the Target number of Performance Shares. There is no minimum number of shares or other consideration that will be paid out, and no shares will be earned if the performance achieved is below threshold for the Performance Period.

Exhibit 21

Subsidiaries of Citizens Community Bancorp, Inc.

The following lists the direct and indirect subsidiaries of Citizens Community Bancorp, Inc.:



Name of Subsidiary		Jurisdiction of Incorporation or Organization
Citizens Community Federal National Association		Federal (U.S.)
Wells Insurance Agency, Inc.		Minnesota
F&M MERGER SUB, INC.		Minnesota

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Citizens Community Bancorp, Inc.

Eau Claire, WI

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-226268) and Form S‑8 (Nos. 333-127996 and 333-128252 and 333‑190877 and 333‑224042) of Citizens Community Bancorp, Inc. and Subsidiary (the Company) of our report dated March 8, 2019, relating to the consolidated financial statements (which report expresses an unqualified opinion and includes an emphasis of a matter paragraph relating to the Company’s change in fiscal year end from September 30 to December 31) and the effectiveness of internal control over financial reporting, appearing in this Transition Report on Form 10‑K of the Company for the three months ended December 31, 2018.

/s/ Baker Tilly Virchow Krause, LLP

Minneapolis, Minnesota

March 8, 2019

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen M. Bianchi, certify that:


1.	I have reviewed this Transition Report on Form 10-K of Citizens Community Bancorp, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: March 8, 2019	By:	/s/ Stephen M. Bianchi
		Stephen M. Bianchi
		President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James S. Broucek, certify that:


1.	I have reviewed this Transition Report on Form 10-K of Citizens Community Bancorp, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: March 8, 2019	By:	/s/ James S. Broucek
		James S. Broucek
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Citizens Community Bancorp, Inc. (the “Company”) certifies that the Transition Report of the Company on Form 10-K for the three months ended December 31, 2018 , fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.



Date: March 8, 2019	By:	/s/ Stephen M. Bianchi
		Stephen M. Bianchi
		President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)



Date: March 8, 2019	By:	/s/ James S. Broucek
		James S. Broucek
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

The above certifications are made solely for the purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.