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The list of shareholders of Texas Bancorp, Inc. and Subsidiary, along with their respective number of shares and percentage ownership as of December 31, 2017. The document also includes the name, city, state, and country of citizenship for each shareholder.
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FR Y- OMB Number 7100- Appoval expirB Norember 30, 2019 Pa€,e1o,
Annual Report of Holding Companies-FR (^022076)
This Report is requircd by law: Section 5(c)(1)(A) of the Bank This report form is to be filed by all toptier bank holding oompa- Holding Company Ad (12 U.S.C. (^) $ 1&04(c)(1)(A)); sections 8(a) nies, toptier savings and loan hotding companies, and U.S. inter-
and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal arry forcign banking organization that does not meet the reguire- Reserve Act (12^ U.S.C. (^) $$ 248(a)(1), 602, and 611a); and sec- ments of and is not treated as a qualiffing foreign banking orga- tions113,165,312,618,and809of theDodd-FrankAct(12U.S.C. nization under Section 211.23 of Regulation K (12 C.F.R. (^) S SS 5361,^ 5365,^ 5412, 1850a(cXl), and 5a68(bX1)).^ Retum^ to^ the^ 211.23). (See page^ one^ of^ the general^ instructions^ for^ more detail appropriate Federal Reserve Bank the or[inal and the number of of who must file.) The Federal Reserve may not conduct or spon- copiesspecineo il'#f"el::?f,1?,iJ"[:l",Hiff"]5'#'lff:*ff"BJrfHiil OMB control number. NOTE:The Annual Repoft of Holding hmpanies must be signed by one director of the toptier holding company. This individual should also be a senior ofiicial of the toptier holding company. ln the event that the toptier holding company does not have an individual who is a senior official and is also a diredor, the chairman of the board must sign the report. lf the holding company is an ESOP/ESOT formed as
authorized individual who must sign the report. l, (^) Gary Cox
Date of Report (toptier holding company's fiscal year-end):
Narne of the Houing Company Director and Ofiicial
Texas BancorD, lnc.
fiile of the Holding Company Director and Oficial attest that lhe Annual Repoft of Holding Companies (including the supporting attachments) for^ this repoil^ date has been pre. pared in conformance with the instructions issued by the Federal
knowledge and belief. Wth respect to information rcgading individuals contained in this report, the Reporter ceftil?es fhat it has the authoity to provide this information to the Federal Reserve. The Repofter a/so cerflfes that it has the authority, m behalf of each individual, to consent or
The Fedenl Reserue may assume, in the absence of a rcquest for conftdential treatment submitted in acmrdance with the Boad's "Rules Regarding Availability of lnformation," 12 C.F.R. Paft 261,
Legal Title of Holding Company 2201 Sherwood Way (Mailing Address of the Holding Company) Street / P.O. Box San Angelo 76901
that the Reporter and individual consent to public^ release of all Area code / FAX Number details report (^) marks@txbank.com E-mailAddress Director Offcial (^) www txbank.com 7 t2018 (^) Address (URL) for the Holding Company's web page DaE of
For Federal Reserue Bank Use Only RSSD ID c.l.
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Month / Day /Year none Reporte/s Legal Entity ldentifier^ (LEl) (2o-Characbr^ LEI Code) Reportefs Name, Street, and Mailing Address
City State^ Zip^ Code
Physical Location (if difierent^ from^ mailing address) Person to whom questions^ about this report should be directed Mark Stevenson Controller Narne Trte 325-944- Area Code / Phone Number / Extensbn
lndiete status of Annual Repoil to Shareholderc: E is inauoeo with the FR Y€ report
E is not prepared
0=No 1=Yes (^0)
ls confidential treatrnent rcquested for any portion^ of this report submission? ......... ln accordance with the General lnsfudbns brthis repot (cfieck only one),
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Current ShareholdeE with ownership, control or holdings of 5% or more of the power to vote as of December 31, (1 (^) Xa) Name / City, State
(1 (^) )(b) Country of Citizenshio
(1 (^) Xc) Number and Percentage (^) of each class of votino securities McLauohlin Family J, Mark McLaughlin San Angelo, Texas
USA 't4,069 shares - 11.99% common stock Brian Thomas McLaughlin Midland, Texas
USA (^) 9,910 shares - 8.45% common stock J. Matthew McLaughlin Fort Worth, Texas
USA 9,832 shares - 8.38% common stock Laure McLaughlin Austin, Texas
USA 9,933 shares - (^) 8. common stock Evelyn McLaughlin Davies Lubbock, Texas
USA (^) 8,820 shares - 7.52% common stock Stuart Andrew McLaughlin Fort Worth, Texas
USA 900 shares - 0.77% common stock Sara Carolyn McLaughlin Fort Worth, Texas
USA (^) 900 shares - 0.77% common stock Blake Thomas McLaughlin Midland, Texas
USA 900 shares -^ 0.770lo common stock Anna Elizabeth McLaughlin Midland, Texas
USA 900 shares - 0.77% common stock Claire Augusta McLaughlin Midland, Texas
USA 900 shares - 0.77% common stock Emily Claire McLaughlin Fort Worth, Texas
USA 900 shares - 0,77% common stock Barbara Riddle Fendley Paris, Texas
USA 2,425 shares - 2.07o/o common stock Mitzi Riddle Barker Santa Fe, New Mexico
USA 2,424 sharcs - 2.07Vo common stock David Riddle Farmers Branch, Texas
USA 2,424 shares -^ 2.07o/o common stock McLaughlin Family Total 65,237 shares - 55.64% Millspauoh Familv Sara Millspaugh lngram San Angelo, Texas
USA 9,1 16 shares - 7.77% common stock
Marguerite Gunn Miller New Braunfels, Texas
USA 3,077 shares - 2.62% common stock
Virginia G Young Comfort, Texas
USA 3,056 shares - 2.61% common stock
Rick Young Boerne, Texas
20 shares - 0.02% common stock Millspaugh Family Total
USA
15,269 (^) sharos - 13.02o/c
Form FR Y Texas BanGorp, ln, San Angelo, Texas Fiscal Year Ending December 31, 2016 Report ltom 3: Shareholders
dff:ffiT
or or December 7 Country of Number and Percentage^ of each class of securities
Name / Address
(
7,276 shares - 6.20% common stock
Jean Mclaughlin Kahle USA Fort Worth, Texas
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TEXAS BAI\CORP, INC. AI{D SUBSIDIARY
December 31, 2017 and 2016
q
HAM BY & l-t EtrlGELr LLC occou ntonts^ o ncl^ crdvrsclrs
INDEPENDENT AUDITOR'S REPORT
Texas Bancorp, Inc. San Angelo, Texas
We have audited the accompanying consolidated^ financialstatements^ of^ Texas^ Bancorp, Inc.^ and^ Subsidiary^ which^ are comprised of the consolidated balance sheets as of^ December^ 31,2017^ and 2016, and^ the^ related^ consolidated
and the related notes to the consolidated financial statements.
accounting principles generally^ accepted in^ the^ United^ States^ of America;^ this^ includes^ the^ design,^ implementation^ and
from material misstatement, whether due to fraud or elror.
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with^ auditing standards^ generally^ accepted in^ the^ United^ States^ of^ America.^ Those standards^ require^ that
material misstatement.
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of
auditor considers intemal control relevant to the entity's preparation and fair presentation of the financial statements in
estimates made by management, as well as evaluating the overall presentation^ of the financial^ statements.
opinion.
In our opinion,^ the^ consolidated^ financial^ statements^ referred^ to^ above present^ fairly,^ in all^ material^ respects, the
operations and their cash^ flows^ for^ the^ years^ then ended,^ in conformity with^ accounting principles generally^ accepted^ in the United States of^ America.
San Angelo, Texas February 21,
A/-^{"t LLC
Certified Public^ Accountonts
t
Cash and due from banks Federalfunds (^) sold and overnight deposits Cash and cash equivalents
Federal Home Loan Bank stock Loans, net Premises and equipment, net Bank owned life insurance Accrued interest receivable Other assets
Liabilities Deposits Noninterest-bearing Interest-bearing Totaldeposits Advances from FederalHome (^) Loan Bank Accrued interest payable Other liabilities Total liabilities
Stockholders' equity Common stock - (^) $l par value, 200,000 (^) shares authorized and issued Capitalsurplus Treasury stock, at cost (2017^ -^ 87,709 shares; 2016 - 75,433 shares) Retained eamings Accumulated other comprehensive income (loss) Total (^) stockholders' equlty
The accompanying (^) notes are an integral part (^) of these consolidated statements.
2
December 3l 2017 2016
$ 15,625, 12,690,
$ 14,942, 14,485,1 1 I 28,315, 4,776, 93,275, 254, 128,152, 4,913, 5,782, 1,594, 706,
5, l46,ooo 89,018, 239, I 19,065, 5,137, 5,635, 1,448, 7t4 899 $ 267,760,517^ $ 255,998,
$ 88,962, 145,035,
$ 83,192, 139,479, 233,997, 3,399, 9, 750,
8, 745 889 238,157,182 226,135,
338 303 29.603,335 29,863,
Net income Other comprehensive income (loss)
Reclassification adjustment for gains realiz,ed in net income Total other comprehensive (^) loss
The accompanying notes (^) are an integral part (^) of these consolidated statements.
4
Years ended December 3l 2017 2016 $ 3,350,768^ $ 3,052,
s 2,913,173 $ 2,112,
Common Stock
Capital Surplus
Treasury Stock
Retained Eamingp
Accumulated Other Comprehensive Income Total $ 200,000^ $ 13,915,842^ $ (6,623,452)^ $20,537,499 $ 1,277,
$29,307, 3,052, (939,340) (l,557,097)
Balance at December 3 1, 2015
Net income
Other comprehensive loss
Cash dividends paid
Balance at December 31,
Net income
Other comprehensive loss
Purchase of treasury stock
Cash dividends paid
Balance at December^ 31,
200,000 13,915,842 (6,623,452) 22,032,
$ 200,000^ $ 13,915,842^ $ (8,213,258)^ $^ 23,800,043^ $ (99,292)^ $ 29,603,
338,303 29,863, 3,350, (437,595) (1,589,806) (1,583,433)
The accompanying notes are an integral part^ of^ these^ consolidated^ statements. 5
TEXAS BANCORP, rNC. AI{D SUBSTDTARY
December 31, 2017 and 2016
NOTE A. SUMMARY OF SIGNIFICANT ACCOT'NTING POLICIES
generally accepted in the United States of America and to general practice within (^) the banking industry, The
Organization and Principles of Consolidation Texas Bancorp, Inc. is a bank holding company which owns 100% of the common stock of Texas State
certain federalagencies. The Bank undergoes periodic examinations by these regulatory authorities.
State of^ America^ management makes estimates and assumptions^ based^ on available information.^ These estimates and assumptions affect the amounts reported in the financial statements and the disclosures
Most of the Company's activities are with customers located in Tom Green County. Therefore, the
discusses the types of securities that the Company invests in. Note D discusses the types of lending that the Company engages^ in.^ The Company^ does^ not^ have^ any significant^ concentrations^ to^ any one^ industry^ or customer.
Cash and Cash Equivalents
deposits".
exceed amounts covered by federal deposit insurance. Management regularly evaluates the credit risk
credit risks on cash and cash equivalents.
7
Investment Securities
The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization (^) of purchase premiums (^) and accretion of purchase (^) discounts. Premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on
Management evaluates securities for other-than-temporary impairment ("OTTI")^ on at least a quarterly
financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely (^) than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is
into two components as follows: 1) OTTI related to credit loss, which is recognized as an impairment charge to earnings, and 2) OTTI related to other factors, which is recognized in other comprehensive
be collected and the amortized cost basis. For equity (^) securities, the entire amount of impairment is recognized (^) through earnings.
Federal Home Loan Bank Stock
For financial reporting purposes, (^) such stock is considered restricted and is carried at cost.
Periodically, management evaluates these securities for other-than-temporary impairment. Management reviews for (^) impairment based on the ultimate recoverability of the cost basis in the stock. Both cash and stock dividends are reported (^) as income.
Loans
The Company grants real (^) estate, commercial, agricultural and consumer loans to customers. A substantial portion (^) of the loan portfolio is represented by real estate and commercial loans principally in the San
real estate and general economic (^) conditions in this area.
off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs and the
8
effective interest rate. When the measure of the impaired loan is less than the recorded investment in^ the loan, the impairment is recorded through a valuation allowance.
Troubled debt restructurings are individually evaluated for impairment and included in the separately
using the loan's effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently defaulq the Company determines the amount of the allowance on that loan in accordance with the accounting policy^ for^ the
differ from the portfolio's historical loss experience. The historical loss experience is determined by
experience is supplemented with other economic factors based on the risks present for each portfolio
volume and terms of loans; the experience, ability and depth (^) of lending staff; levels and trends in delinquencies and impaired loans; levels and trends in charge-off and recovery activity; levels and trends of
risk (^) factors for both the Company's commercial and consumer portfolios (^) include the strength of the real estate and agricultural market in (^) the Company's lending area.
The quality (^) of the Company's loan portfolio is assessed as a function of the levels of past (^) due loans and
and 'osubstandard." Loans with a pass (^) rating are those loans with minimal identified credit risk. Special
which full collection of contractual principal and interest is not significantly at risk. Substandard loans are those loans (^) that have well-defined (^) weakness that put (^) full collection of conffactual principal (^) or interest at risk, and doubtful loans for which it is probable that the Company will not collect all contractual principal
overall credit risk management process^ and are considered in the determination of the allowance for loan losses.
Determination (^) of the allowance is inherently subjective as it requires estimates that are susceptible to
integral part^ of their examination process, periodically review the Company's allowance. Such agencies may require the (^) Company to recognize additional losses based on their judgments about information available to them (^) at the time of their examination.
10
TEXAS BANCORP, INC. AI\D SUBSIDIARY SUPPLEMENTAL CONSOLIDATTNG STATEMENT OF NCOME
Premises and Equipment
Land is carried at cost. Buildings^ and equipment are carried at cost, less^ accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets. Maintenance and repairs, which do not extend the useful lives of buildings and equipment, are charged to expense as incurred.
The Bank has purchased life insurance policies on certain key executives. Bank owned life insurance is
the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Income Taxes
The Company, with the consent of its stockholders, elected to be taxed under the provisions^ of Subchapter
in their individual income tax returns. Accordingly, no income taxes are reflected in the consolidated
Because the Company's stockholders will be obligated to pay income taxes on the earnings of the Company, the Company expects to declare cash dividends sufficient to fund the stockholders' tax payments as they^ come due.
The Company is no longer subject to examination by taxing authorities for years before 2014.
Loan Commitments and Related Financial Instruments
commercial letters of credit, issued to meet customer financing needs. The face amount for these items
instruments are recorded when they are funded.
over the transferred assets through an agreement to repurchase them before^ their maturity.
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. Management does not^ believe there^ now^ are^ such matters^ that^ will^ have a material effect on the financial statements.
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