AMENDED - Federal Reserve Bank of Dallas
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AMENDED
Form FR Y-6
FB BanCorp
San Antonio, TX
Fiscal Year Ending December 31, 2016
Report Item
1: The holding company prepares an annual report for its securities holders and is not registered with the SEC.
As specified by the responsible Reserve Bank, copy to be sent under a separate cover.
2a: Organizational Chart
FB BANCORP
LEI: None
San Antonio, TX
Incorporated in Nevada
100%
FARM BUREAU BANK FSB
LEI: None
Sparks, NV
Federally Chartered
2b: Domestic branch listing provided to the Federal Reserve Bank.
2c: No entity has a Legal Entity Identifier (LEI)Results: A list of branches for your holding company: FB BANCORP (3818822) of SAN ANTONIO, TX. The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017. Reconciliation and Verification Steps 1. In the Data Action column of each branch row, enter one or more of the actions specified below 2. If required, enter the date in the Effective Date column Actions OK: If the branch information is correct, enter 'OK' in the Data Action column. Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column. Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column. Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column. Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column. If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper Submission Procedure When you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more information. If you are e‐mailing this to your FRB contact, put your institution name, city and state in the subject line of the e‐mail Note: To satisfy the FR Y‐10 reporting requirements, you must also submit FR Y‐10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add. The FR Y‐10 report may be submitted in a hardcopy format or via the FR Y‐10 Online application ‐ https://y10online.federalreserve.gov * FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* Comments OK Full Service (Head Office) 2819167 FARM BUREAU BANK FSB 2165 GREEN VISTA DRIVE, SUITE 204 SPARKS NV 89431 WASHOE UNITED STATES 75154 0 FARM BUREAU BANK FSB 2819167 OK Full Service 4044598 SAN ANTONIO BRANCH 17300 HENDERSON PASS, SUITE 100 SAN ANTONIO TX 78232 BEXAR UNITED STATES 450425 1 FARM BUREAU BANK FSB 2819167
Form FR Y-6
Report Item 3: Securities holders FB BanCorp
(1)(a)(b)(c) and (2)(a)(b)(c) Fiscal Year Ending December 31, 2016
Current securities holders with ownership, control or holdings of 5% or Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, control or
more with power to vote as of fiscal year ending 12-31-16 holdings of 5% or more with power to vote during the fiscal year ending 12-31-16
(1)(b) (2)(b)
Country of (1)(c) Country of (2)(c)
(1)(a) Citizenship Number and Percentage (2)(a) Citizenship Number and Percentage
Name Or of Each Class of Voting Name Or of Each Class of Voting
City, State, Country Incorporation Securities City, State, Country Incorporation Securities
American Farm Bureau USA 260,996 – 8.22% Class B, NONE
Federation Series 1, Common Stock
Washington, DC USA
Farm Bureau Property Casualty USA 198,793 – 6.26% Class B,
Ins. Co. Series 1, Common Stock
West Des Moines, IA USA
North Carolina Farm Bureau USA 273,139 – 8.60% Class B,
Mutual Insurance, Co. Series 1, Common Stock
Oklahoma Farm Bureau USA 160,000 – 5.04% Class B,
Mutual Ins. Co. Series 1, Common Stock
Oklahoma City, OK USAReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
William Hileman N/A President and CEO, President and CEO Director and None None None
San Antonio, TX Director Farm Bureau Bank Chairman, Good
USA Samaritan
Community
Services
Director, Chairman, None None None
President and CEO,
Farm Bureau TTPP,
LLC
Thomas C. Jaeger N/A Secretary, Treasurer SVP and CFO Secretary, Farm None None None
San Antonio, TX and CFO Farm Bureau Bank Bureau TTPP, LLC
USA
Mark A. Cromer N/A Assistant Secretary SVP, Chief Partner, JACMAC, None None JACMAC, LLC –
San Antonio, TX Operations Officer LLC 33.3%
USA Farm Bureau Bank
John Poe N/A Assistant Secretary SVP, CRO N/A None None None
Schertz, TX Farm Bureau Bank
USA
Kelly Hamer N/A Assistant Secretary SVP, CBO Partner, KCLA, None None KCLA, LLC – 50%
New Braunfels, TX Farm Bureau Bank LLC
USAReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Jeff Aiken Business Executive Director None President, TFBF None None None
Columbia, TN USA
President,
Tennessee Farmers
Mutual Insurance
Company
Ronald R. Anderson Farmer Director None President, Louisiana None None None
Ethel, LA USA Farm Bureau
Federation
President, Louisiana
Farm Bureau
Marketing Assoc.
President, Louisiana
Farm Bureau
Foundation
President, Louisiana
Ag in the Classroom
FoundationReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Louisiana
Farm Bureau
Enterprises
President, Louisiana
Farm Bureau
Investment Corp.
President,
AGRIPAC
President,
Louisiana Farm
Bureau Service
Company
President, Louisiana
Farm Bureau
Mutual
President, Louisiana
Brokerage Outlet,
Inc.
Director, American
Farm Bureau
FederationReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, American
Farm Bureau Ins.
Services
Chairman of the
Board, Southern
Farm Bureau
Casualty Ins. Co.
Director, Southern
Farm Bureau Life
Ins. Co.
Director, Southern
Casualty Holding
Co.
Director, South
Carolina Farm
Bureau Insurance
Co.
Director, Rural
Insurance AgencyAMENDED
Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, FL Farm
Bureau Insurance
Agency, Inc.
Director, American
Agricultural
Insurance Co.
Director, Louisiana
Life and Health
Guaranty
Dir, LSU Board of
Supervisors
Russell Boening Farmer/Rancher Director N/A President, Texas None None None
Floresville, TX Farm Bureau &
USA affiliated companies
Vice President,
Boening Bros
Dairy, Inc.
Hal Tom Buchanan Rancher Director None Manger, Farm None None None
Altus, Oklahoma, Bureau Life
USAAMENDED
Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, American
Ag Insurance
Company
Director, American
Farm Bureau
Insurance Services
President,
Oklahoma Farm
Bureau & Affiliated
Companies
James Combs Business Owner Chairman None Owner, Combs None None 50%- Combs Bros.,
Las Vegas, NV Bros., LLC LLC
USA
Owner, JAC &
JILL, LLC 100% - JAC &
JILL, LLC
President, Nevada
Farm Bureau
Federation 50% - RC Verde
Director, American
Farm Bureau
Federation
Manager, RC VerdeReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Manager, Las Vegas
Livestock, LLC
Vincent “Zippy” Farmer Director None President, American None None None
Duvall Farm Bureau
Washington, D.C. Federation
USA
Mark Haney Farmer Director None Director, Southern None None None
Nancy, KY USA Farm Bureau Life
Insurance Co.
Director, American
Farm Bureau
Federation
Director, American
Ag Insurance
Company
Director, American
Farm Bureau
Insurance Services,
Inc.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, Capital
Investment
Corporation
Director, Pulaski
County Farm
Bureau Federation
Partner, Haney’s
Appledale Farm
President, Kentucky
Farm Bureau
Federation
President, Kentucky
Farm Bureau
Development
Corporation
President, Kentucky
Farm Bureau
Education
FoundationReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Kentucky
Farm Bureau
Investment
Corporation
President, Kentucky
Farm Bureau
Management
Corporation
President, Kentucky
Farm Bureau
Mutual Insurance
Company
President, The FB
Insurance Company
Secretary, Kentucky
Farm Bureau
Insurance Agency,
Inc.
Secretary,
Novusphere
Holdings 1943 LLCReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Farm
Income
Improvement
Foundation
Director, Avizion
LLC
Director, Avizion
Glass LLC
Craig Hill Farmer Director None Owner, CAPA Hill None None CAPA Hill
Milo, IA USA Corp. Corporation – 100%
Director &
Chairman, FBL
Financial Group,
Inc.
Director &
Chairman, Farm
Bureau Life Ins. Co.
Director &
Chairman,
Greenfields Life
Ins. Co.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director &
Chairman, FBL
Financial Services,
Inc.
Director, Farm
Bureau Mutual
Holding Co.
Director, Farm
Bureau Property &
Casualty Ins. Co.
Director, Western
Agricultural Ins. Co.
Member, FBL
Insurance
Brokerage, LLC
President, Farm
Bureau
Management Corp.
Director, American
Farm Bureau
FederationReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Iowa
Farm Bureau
Federation
President, Iowa
Farm Bureau
Foundation
President, Farm
Bureau Property
Management, Inc.
President, Iowa
Wetland Mitigation
Bank, Inc.
Board of Trustees,
Council for
Agricultural Science
and Technology
(CAST)
Board of Directors,
Iowa Nutrient
Research andReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Education Council
(INREC)
Advisory Board,
Iowa State
University Plant
Science Institute
(PSI)
Iowa Alliance for
Cooperative
Business
Development
(IACBD)
Executive Board,
College of Ag &
Life Sciences
(CALS Advisory
Council)
Board of Directors,
Cultivation Corridor
Coordinating
Committee,
GROWMARK, Inc.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Stephen Hirsch Farmer Director None Secretary/Treasurer, None None 98% - Hirsch Fruit
Chillicothe, OH Hirsch Fruit Farm Farm, Inc.
USA Inc.
25% - Generation
Partner, Generation Four, LLC
Four, LLC
President, Ohio
Farm Bureau
Federation
President,
Chillicothe Farmers
Market Coop
John Hoblick Business Vice Chairman None President, Hoblick None None None
Gainesville, FL Executive/Farmer Greens, Inc.
USA
President, Ferntrust,
Inc.
President, Florida
Farm Bureau
Federation
President, Florida
Farm Bureau
Enterprises, Inc.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Florida
Farm Bureau
Marketing Assoc.,
Inc.
President, Florida
Farm Bureau
Holding
Corporation
President, FFB
Investment Corp.
President,
Agriculture
Education Services
and Technology,
Inc.
President, Center
for Agriculture
EducationReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Florida
Farm Bureau
Scholarship
Chairman, Florida
Farm Bureau
Political Action
Committee
Chairman, Florida
Farm Bureau
Federation
FEDPAC
Director, American
Farm Bureau
Federation
Director, Southern
Farm Bureau
Casualty Ins. Co.
Director & Vice
Chairman, Southern
Farm Bureau Life
Ins. Co.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, American
Agricultural Ins. Co.
James A. Holte Farmer Director None Board Member, None None Rivervale Farms
Elk Mound, American Farm LLC, 25%
Wisconsin USA Bureau Federation River Country Place
LLC, 25%
President,
Wisconsin. Farm
Bureau Federation
President, Rural
Mutual Ins. Co.
Board Member,
FBL Life Ins. Co.
Board Member,
AAIC
President,
Wisconsin Farm
Bureau Service
Board Member,
AFBISReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Randall Kron Farmer Director None President, Indian None None None
Evansville, IN Farm Bureau Inc.
USA
United Farm Family
Life Ins. Co.
United Farm Family
Mutual Ins. Co.
UFB Casualty Ins.
Co.
Mike LaPlant Farmer Director None President, None None President, MCL
Ephrata, WA Washington Farm Farms, Ephrata, WA
USA Bureau Service Co. – 50%
Director, American
Farm Bureau
Federation
Gerald Long Farmer Director None President – GFB None None None
Bainbridge, GA Companies
USA
Director, American
Farm Bureau
FederationAMENDED
Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, Southern
FB Life Ins.
Company
Director, AAIC
Director, GFB
Foundation
Stephen A. Rancher Director None Owner, Red Pine None None None
Osguthorpe Land and Livestock
Park City, Utah
USA
Harry L. Ott, Jr. Farmer Director None Director, Southern None None 100% Harry Ott
St. Matthews, SC Farm Bureau Farm
USA Property Ins. Co.
Director, Arkansas
Farm Bureau
Casualty Ins. Co.
Director, Florida
Farm Bureau
Casualty Ins. Co.
Director, Florida
Farm Bureau
General Ins. Co.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director,
Mississippi Farm
Bureau Casualty
Ins. Co.
Director, Louisiana
Farm Bureau
Casualty Ins. Co.
Director, South
Carolina Farm
Bureau Ins. Co.
Director, Southern
Farm Bureau
Brokerage Co.
Director, Florida
Farm Bureau Ins.
Agency, Inc.
Director, Rural Ins.
AgencyReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Owner/Operator
Harry Ott Farm
Paul Pinyan Business Executive Director None Assistant None None None
Montgomery, AL Secretary/Treasurer
USA Alfa Services, Inc.
Secretary/Treasurer
FarmPAC
Secretary/Treasurer
ELECT
Assistant
Secretary/Treasurer
Creative
Consultants, Inc.
Kevin Rogers Farmer Director None Rogers Brothers None None None
Mesa, AZ USA Partnership
Director, FBL
Financial Group,
Inc.
Director, Farm
Bureau Life Ins. Co.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, Farm
Bureau Mutual
Holding Company
Director, Farm
Bureau Property &
Casualty Ins. Co.
Director, Farm
Bureau Multi-State
Services, Inc.
Director, Western
Agricultural Ins. Co.
Director, Cotton
Growers
Director, National
Livestock Show
Board Member,
Education Farming
Company
President, Arizona
Farm BureauReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Bryan Searle Farmer Director None President, Idaho None None None
Shelley, ID USA Farm Bureau
Owner, Double S
Farms LLC
Donald Shawcroft Rancher Director None John B. Shawcroft None None 31.54% - John B.
Alamosa, CO USA Ranches, LLP Shawcroft Ranches,
LLP
Director, American
Agricultural Ins. Co.
Director, American
Farm Bureau
Insurance Services
Director, American
Farm Bureau
Federation
Director, American
Farm Bureau Inc.
Director, Southern
Farm Bureau
Casualty Ins. Co.Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, Colorado
Farm Bureau
Director, Colorado
Farm Bureau
Investment Co.
Director, Colorado
Farm Bureau
Foundation
Director, Colorado
Farm Bureau
Mutual Ins. Co.
Director, Centennial
Investment
Company
Director, Farm
Bureau Insurance
Agency of
Colorado, Inc.
Director, SL V
HealthAMENDED
Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director, Colorado
Choice Health Plans
Director, Mountain
States Legal
Foundation
J. Joseph Stroble Retired Director None Treasurer, The None None None
Jackson, MS USA Businessman River Hills ClubScott VanderWal Farmer Director None Partner, Custom None None Custom Truck
Volga, SD USA Truck Accessories, Accessories, LLP –
LLP 50%
Executive Officer,
VanderWal Farms,
Inc.
Director, Farm
Bureau Property and
Casualty Ins. Co.
Director, Farm
Bureau Life Ins. Co.
Director, FBL
Financial Group
Director, American
Farm Bureau
Federation
Director and
President, South
Dakota Farm
Bureau Federation
Director and
Treasurer, U.S.
Farmers and
Ranchers Alliance
Director, American
Farm Bureau
Insurance Services
Randy Veach Farmer Director None Owner, Randy None None Randy Veach Farms
Manila, AR USA Veach Farms – Randy Veach,
50%; Thelma
Veach, 50%Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
President, Arkansas
Farm Bureau
Federation
President, Farm
Bureau Mutual Ins.
Co. of Arkansas,
Inc.
Director, American
Farm Bureau
Federation
Director, American
Agricultural Ins. Co.
Director, American
Farm Bureau
Insurance Services
Director, Southern
Farm Bureau
Casualty Ins. Co.
President &
Chairman of theAMENDED
Report Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Board, Southern
Farm Bureau Life
Ins. Co.
David M. Winkles, Retired Farmer Director None Managing Partner, None None 33% - D.M.
Jr. West Columbia, D. M. Winkles, Winkles, LLC
SC USA LLC
Larry Wooten Farmer Director None President, NC Farm None None None
Raleigh, NC USA Bureau Federation
President, NC Farm
Bureau Mutual
Insurance Co.
Director, American
Farm Bureau
Federation
Director, American
Ag Insurance Co.
Director, American
Farm Bureau
Insurance ServicesReport Item 4: Insiders Form FR Y-6
(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c) FB BanCorp / Fiscal Year Ending December 31, 2016
(4)(c) List names of
other companies
(includes
partnerships) if
25% or more of
(3)(b) voting securities
Title & Position (3)(c) 4)(b) are held (List
(2) with all direct and Title & Position Percentage of names of
(1) Principal (3)(a) indirect with Other (4)(a) Voting Shares in companies and
Name Occupation if Title & Position Subsidiaries Businesses (include Percentage of Subsidiaries percentage of
City, State, other than with with Holding (include names of names of other Voting Shares in (includes names of voting securities
Country Holding Company Company subsidiaries) businesses) Holding Company subsidiaries) held)
Director Southern
Farm Bureau Life
Ins. Co.FB BanCorp and Subsidiaries
Consolidated Financial Statements
and Supplementary Information
December 31, 2016 and 2015FB BanCorp and Subsidiaries Table of Contents Consolidated Financial Statements Page Independent Auditor’s Report 1 Consolidated Balance Sheets 3 Consolidated Statements of Income and Comprehensive Income 4 Consolidated Statements of Changes in Stockholders’ Equity 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 Supplementary Information Independent Auditor’s Report on Supplementary Information 34 Consolidating Balance Sheet 35 Consolidating Statement of Income 36
Independent Auditor’s Report
To the Board of Directors and Stockholders
FB BanCorp
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of FB BanCorp and Subsidiaries,
which comprise the consolidated balance sheet as of December 31, 2016; the related consolidated
statements of income, changes in stockholders’ equity, and cash flows for the year then ended; and the
related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in the United States of America;
this includes the design, implementation and maintenance of internal control relevant to the preparation
and fair presentation of the consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no
such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
1Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of FB BanCorp and Subsidiaries as of December 31, 2016, and the results
of their operations and their cash flows for the year then ended in accordance with accounting principles
generally accepted in the United States of America.
Other Matter
The consolidated financial statements of FB BanCorp and Subsidiaries as of and for the year ended
December 31, 2015, were audited by other auditors, whose report dated February 24, 2016, expressed
an unmodified opinion on those statements.
San Antonio, Texas
April 13, 2017
2FB BanCorp and Subsidiaries
Consolidated Balance Sheets
December 31, 2016 and 2015
(Dollars in Thousands, Except Share Data)
2016 2015
Cash and due from banks $ 2,098 $ 1,543
Federal funds sold 120 119
Cash and cash equivalents 2,218 1,662
Interest-bearing deposits in banks 17,152 18,650
Equity investment 1,000 1,000
Securities to be held to maturity (fair value of $3,049
and $3,035 in 2016 and 2015, respectively) 3,019 3,011
Federal Home Loan Bank stock – at cost 306 276
Loans 788,913 731,491
Less allowance for loan losses (6,495) (6,125)
Net loans 782,418 725,366
Bank premises and equipment – net 5,244 5,301
Deferred tax asset 3,672 4,263
Accrued interest receivable 2,535 2,282
Other assets – net 6,204 5,373
$ 823,768 $ 767,184
See notes to consolidated financial statements.
Page 32016 2015
Liabilities
Deposits:
Demand $ 16,660 $ 12,801
NOW and money market 168,602 172,330
Time 537,792 482,435
Total deposits 723,054 667,566
Subordinated debt 6,380 6,380
Accrued interest payable 444 329
Accrued pension benefit 2,267 2,329
Other liabilities 15,689 11,586
Total liabilities 747,834 688,190
Commitments and contingencies (notes 7, 10 and 12)
Stockholders’ Equity
Common stock:
Class B, Series One – $0.001 par value; 25,000,000 shares
authorized; 3,175,194 and 3,022,195 shares issued and outstanding, respectively
at December 31, 2016 and 2015 3 3
Class B, Series Two – $0.001 par value; 25,000,000 shares
authorized; 3,823,381 shares issued and outstanding
at December 31, 2016 and 2015 3 3
Class B, Series Three – $0.001 par value; 25,000,000 shares
authorized; 715,308 shares issued and outstanding
at December 31, 2016 and 2015 1 1
Preferred stock, 20,000,000 shares authorized:
Redeemable preferred stock:
Series A – $0.001 par value; 250,000 shares authorized; 20,000 shares
issued and outstanding; redemption and liquidation value of $200 thousand - -
Perpetual preferred stock:
Series B – $.001 par value; 1,500,000 shares authorized; 875,000 and 500,000
shares issued and outstanding, respectively at December 31, 2016 and 2015;
redemption and liquidation value of $8.75 million and $5 million, respectively 1 1
at December 31, 2016 and 2015 -
Series Z – $0.001 par value; 12,000 shares authorized; 3,000 and 12,000 shares
issued and outstanding, respectively at December 31, 2016 and 2015;
redemption and liquidation value $3 million and $12 million, respectively - -
at December 31, 2016 and 2015
Surplus 83,798 87,829
Accumulated deficit (7,872) (8,843)
Total stockholders’ equity 75,934 78,994
$ 823,768 $ 767,184FB BanCorp and Subsidiaries
Consolidated Statement of Income and Comprehensive Income
Years Ended December 31, 2016 and 2015
(Dollars in Thousands)
2016 2015
Interest and dividend income:
Loans – including fees $ 32,225 $ 28,982
Equity investment 14 13
Securities to be held to maturity 55 56
Interest-bearing deposits in banks 94 43
Total interest income 32,388 29,094
Interest expense:
Deposits:
Savings and interest-bearing demand 427 442
Time 6,447 4,616
Subordinated debt 491 490
Total interest expense 7,365 5,548
Net interest income 25,023 23,546
Provision for loan losses 5,670 4,837
Net interest income after provision for loan losses 19,353 18,709
Other income:
Service charges and net interchange fees 4,222 4,017
Other 4,536 3,311
Total other income 8,758 7,328
Other expenses:
Salaries and employee benefits 13,376 12,175
Occupancy and equipment expenses 1,100 1,213
Processing and servicing fees 3,123 3,784
Marketing 558 564
Professional fees 554 1,202
Other 6,790 5,775
Total other expenses 25,501 24,713
Income before income taxes 2,610 1,324
Income tax expense 1,092 219
Net income $ 1,518 $ 1,105
See notes to consolidated financial statements.
Page 4FB BanCorp and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
Years Ended December 31, 2016 and 2015
(Dollars in Thousands, Except Share Data)
Class B Common Stock
Series One Series Two Series Three
Par Par Par
Shares Value Shares Value Shares Value
Balance at December 31, 2014 2,774,056 $ 3 3,823,381 $ 3 715,308 $ 1
Net income – year ended December 31, 2015 - - - - - -
Issuance of preferred stock - - - - - -
Issuance of common stock 248,139 - - - - -
Preferred stock dividend - - - - - -
Balance at December 31, 2015 3,022,195 3 3,823,381 3 715,308 1
Net income – year ended December 31, 2016 - - - - - -
Issuance of common stock 152,999 - - - - -
Issuance of preferred stock - - - - - -
Redemption of preferred stock - - - - - -
Preferred stock dividend - - - - - -
Balance at December 31, 2016 3,175,194 $ 3 3,823,381 $ 3 715,308 $ 1
See notes to consolidated financial statements.
Page 5Preferred Stock
Series A Series B Series Z
Par Par Par Accumulated
Shares Value Shares Value Shares Value Surplus Deficit Total
20,000 $ - - - 12,000 $ - $ 80,935 $ (9,817) $ 71,125
- - - - - - - 1,105 1,105
- - 500,000 1 - - 4,999 - 5,000
- - - - - - 1,895 - 1,895
- - - - - - - (131) (131)
20,000 - 500,000 1 12,000 - 87,829 (8,843) 78,994
- - - - - - - 1,518 1,518
- - - - - - 1,250 - 1,250
- - 375,000 - - - 3,719 - 3,719
- - - - (9,000) - (9,000) - (9,000)
- - - - - - - (547) (547)
20,000 $ - 875,000 $ 1 3,000 $ - $ 83,798 $ (7,872) $ 75,934FB BanCorp and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 2016 and 2015
(Dollars in Thousands)
2016 2015
Cash Flows From Operating Activities
Net income $ 1,518 $ 1,105
Adjustments to reconcile net income to net
cash provided by operating activities:
Deferred income tax expense 591 (19)
Loss on disposal of bank premise and equipment 1 2
Proceeds from sale of loans 81,940 20,831
Gain on sale of loans (241) (146)
Provision for loan losses 5,670 4,837
Depreciation 542 683
Net accretion on securities (14) (14)
Net change in:
Accrued interest receivable
and other assets (1,084) (2,705)
Accruals and other liabilities 4,156 3,671
Net cash provided by operating activities 93,079 28,245
Cash Flows From Investing Activities
Proceeds from paydowns of Held-to-maturity
investment securities 6 9
Net change in Federal Home Loan Bank stock (30) (20)
Net increase in loans (145,225) (97,550)
Purchase of credit card loans - (458)
Recoveries on loans previously charged off 804 708
Capital expenditures (486) (687)
Net cash used in investing activities (144,931) (97,998)
Cash Flows From Financing Activities
Net changes in:
Interest-bearing deposits in banks 1,498 (152)
Demand deposits 3,859 (298)
NOW and money market deposits (3,728) (1,108)
Time deposits 55,357 65,172
Issuance of preferred stock 3,719 5,000
Issuance of common stock 1,250 1,895
Redemption of preferred stock (9,000) -
Payment of dividends on preferred stock (547) (131)
Net cash provided by financing activities 52,408 70,378
Net increase in cash and cash equivalents 556 625
Cash and cash equivalents at beginning of year 1,662 1,037
Cash and cash equivalents at end of year $ 2,218 $ 1,662
Schedules of Other Cash Flow Information
Interest paid $ 7,250 $ 5,503
Taxes paid $ 501 $ 237
See notes to consolidated financial statements.
Page 6FB BanCorp and Subsidiaries
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies
General
FB BanCorp was incorporated under the laws of the state of Nevada on March 9, 1998. The Farm
Bureau Bank FSB (the “Bank”) offers primarily retail banking services to Farm Bureau members in 43
states. Products and services are offered through the mail, telephone, Internet, and referrals of Farm
Bureau insurance companies’ and federations’ agents. The Bank offers credit card, installment,
mortgage and equipment loans, and business lines of credit products, along with checking, money
market, certificate of deposit (“CD”), negotiable order of withdrawal (“NOW”), and individual retirement
account products.
Consolidation
The consolidated financial statements as of December 31, 2016 and 2015 include the accounts of FB
BanCorp and its wholly owned subsidiaries, FB Financial Services Corporation and the Bank, and the
Bank’s subsidiary, Farm Bureau Service Corporation (“FBSC”), and FBSC’s subsidiary, Farm Bureau
Management Service Corporation (“FBMSC”) (collectively, the “Company” or “FB BanCorp”). All
significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements, as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to the determination of the
allowance for loan losses.
New and Recently Issued Accounting Standards
Accounting Standards Update (“ASU”) No. 2015-14, an amendment to ASU No. 2014-09, Revenue
From Contracts With Customers - In August 2015, the Financial Accounting Standards Board (FASB)
issued ASU No. 2015-14, an amendment to ASU No. 2014-09, Revenue Recognition—Revenue from
Contracts with Customers (Topic 606). This ASU provides guidance on when to recognize revenue from
contracts with customers. The objective of this ASU is to eliminate diversity in practice related to this
topic and to streamline and enhance revenue recognition requirements. The ASU defines five steps to
recognize revenue including, identify the contract with a customer, identify the performance obligations
in the contract, determine a transaction price, allocate the transaction price to the performance
obligations and then recognize the revenue when or as the entity satisfies a performance obligation.
This amended update is effective for annual reporting periods beginning after December 15, 2019, and
the Company is currently assessing the potential impact to the consolidated financial statements.
ASU No. 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and
Liabilities – In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of
Financial Assets and Financial Liabilities (Topic 825-10). The ASU applies to all entities that hold
financial assets or owe financial liabilities and represents the finalization of just one component of
the FASB's broader financial instruments project. The most far-reaching ramification of the ASU is
Page 7FB BanCorp and Subsidiaries
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies (Continued)
the elimination of the available-for-sale classification for equity securities and a new requirement to
carry those equity securities with readily determinable fair values at fair value through net income.
Other notable changes brought about by the ASU involve: (a) applying a practicability exception
from fair value accounting to equity securities that do not have a readily determinable fair value, (b)
assessing the need for a valuation allowance related to an available-for-sale debt security, (c)
applying the fair value option to liabilities and the treatment of changes in fair value attributable to
instrument-specific credit risk and (d) adding disclosures and eliminating certain disclosures. This is
effective for fiscal years beginning after December 15, 2018, and the Company is currently
evaluating the effect the standard will have on the consolidated financial statements.
ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments - In June 2016, the FASB issued ASU 2016-13, Financial Instruments—
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which creates a
new credit impairment standard for financial instruments. The existing incurred loss model will be
replaced with a current expected credit loss (CECL) model for both originated and acquired financial
instruments carried at amortized cost and off-balance sheet credit exposures, including loans, loan
commitments, held-to-maturity debt securities, financial guarantees, net investment in leases, and
most receivables. Recognized amortized cost financial assets will be presented at the net amount
expected to be collected through an allowance for credit losses. Expected credit losses on off-
balance sheet credit exposures will be recognized through a liability. Expected credit losses on
available-for-sale debt securities will also be recognized through an allowance; however, the
allowance for an individual available-for-sale debt security will be limited to the amount by which
fair value is below amortized cost. Unlike current guidance, which requires certain favorable
changes in expected cash flows to be accreted into interest income, both favorable and unfavorable
changes in expected credit losses (and therefore the allowance) will be recognized through credit
loss expense as they occur. With the exception of purchased financial assets with a more than
insignificant amount of credit deterioration since origination, for which the initial allowance will be
added to the purchase price of the assets, the initial allowance on financial assets subject to the
scope (whether originated or acquired) will be recognized through credit loss expense.
Expanded disclosures will also be required. Transition will generally be on a modified retrospective
basis, with certain prospective application transition provisions for securities for which other-than-
temporary impairment had previously been recognized and for assets that had previously been
accounted for in accordance with Subtopic 310-30, Receivables—Loans and Debt Securities Acquired
with Deteriorated Credit Quality. This ASU is effective for the Company in fiscal years beginning after
December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted for
fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The
Company is currently evaluating the impact of adopting this new guidance on the consolidated
financial statements.
Page 8FB BanCorp and Subsidiaries
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies (Continued)
Interest-bearing Deposits in Banks
Interest-bearing deposits in banks are carried at cost.
Investment Securities
Debt securities that management has the positive intent and ability to hold to maturity are classified as
“held to maturity” and recorded at amortized cost. Securities not classified as held to maturity or
trading, including equity securities with readily determinable fair values, are classified as “available for
sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported
in other comprehensive income net of income taxes. During the years ended December 31, 2016 and
2015, the Company had no securities classified as trading securities or available for sale securities.
Purchase premiums and discounts are recognized in interest income using the interest method over the
terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are
determined using the specific identification method.
Declines in the fair value of held-to-maturity and available-for-sale securities are evaluated to determine
whether declines in fair value below their amortized cost are other than temporary. In estimating other-
than-temporary impairment losses on debt securities, management considers a number of factors,
including, but not limited to, (1) the length of time and the extent to which the fair value has been less
than the amortized cost; (2) the financial condition and near-term prospects of the issuer; (3) the
current market conditions; and (4) the intent and ability of the Company to not sell the security or
whether it is more likely than not the Company will be required to sell the security before its anticipated
recovery.
Restricted Investment Securities
Restricted investment securities include Federal Home Loan Bank (“FHLB”) stock, which is carried at cost
on the consolidated balance sheets. These equity securities are “restricted,” in that they can only be
sold back to the respective institution or another member institution at par. Therefore, they are less
liquid than other marketable equity securities. The Company views its investment in restricted stock as
a long-term investment. Accordingly, when evaluating for impairment, the value is determined based
on the ultimate recovery of the par value, rather than recognizing temporary declines in value. No other
than temporary write-downs have been recorded on these securities.
Equity Investment
The Company’s equity investment is in the Solomon Hess SBA Loan Fund, LLC (the “Fund”). Because the
Company owns less than 20% of the Fund and does not exercise significant influence over its operations,
the investment has been recorded by the Company at its invested value in the accompanying financial
statements
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