Fleetwood Bank : 2020 Annual Financial Statement

Fleetwood Bank Corporation

and Subsidiary

Consolidated Financial Statements

December 31, 2020 and 2019

Fleetwood Bank Corporation and Subsidiary

Table of Contents

December 31, 2020 and 2019

	Page
Independent Auditors' Report	1
Consolidated Financial Statements
Consolidated Balance Sheets	2
Consolidated Statements of Income	3
Consolidated Statements of Comprehensive Income	4
Consolidated Statements of Stockholders' Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7

Independent Auditors' Report

To the Board of Directors and Stockholders of

Fleetwood Bank Corporation

We have audited the accompanying consolidated financial statements of Fleetwood Bank Corporation and its subsidiary, which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated 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 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 auditors' 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.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fleetwood Bank Corporation and its subsidiary as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Allentown, Pennsylvania

February 10, 2021

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly US, LLP

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Fleetwood Bank Corporation and Subsidiary

Consolidated Balance Sheets

December 31, 2020 and 2019

(In Thousands, Except Share and Per Share Data)

		2020			2019
Assets
Cash and due from banks	$	11,449	$	4,775
Interest bearing deposits with banks		30,132			6,328
Cash and cash equivalents		41,581			11,103
Interest-bearing time deposits		13,800			7,800
Securities available-for-sale, at fair value		33,865			16,715
Securities held-to-maturity, at amortized cost
(fair value 2020 $24,548; 2019 $30,865)		24,107			30,797
Loans, net of allowance for loan losses
(2020 $2,030; 2019 $1,969)		177,894			178,733
Restricted stocks, at cost		743			748
Premises and equipment, net		5,002			5,193
Bank owned life insurance		6,680			6,516
Net deferred tax asset		621			640
Accrued interest receivable		719			679
Other assets		996			939
Total assets	$	306,008	$	259,863
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest bearing	$	55,367	$	40,063
Interest-bearing		222,067			191,693
Total deposits		277,434			231,756
Accrued interest payable		16			27
Other liabilities		2,408			2,540
Total liabilities		279,858			234,323
Stockholders' Equity
Common stock, par value $2 per share; authorized 1,000,000
shares; issued 2020 and 2019: 308,201 and 294,007 shares;
outstanding 2020 and 2019: 300,547 and 292,044 shares		618			590
Surplus		10,403			9,302
Retained earnings		15,379			15,714
Accumulated other comprehensive income		299			13
Treasury stock, at cost, 2020 and 2019 7,654 and 1,963 shares		(549)			(79)
Total stockholders' equity		26,150			25,540
Total liabilities and stockholders' equity	$	306,008	$	259,863

See notes to consolidated financial statements

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Fleetwood Bank Corporation and Subsidiary

Consolidated Statements of Income

Years Ended December 31, 2020 and 2019

(In Thousands, Except Share and Per Share Data)

		2020			2019
Interest Income
Loans receivable, including fees	$	8,161	$	8,148
Securities:
Taxable		404			824
Tax exempt		395			325
Other		268			374
Total interest income		9,228			9,671
Interest Expense
Deposits		607			809
Borrowings		-			5
Total interest expense		607			814
Net interest income		8,621			8,857
Provision for Loan Losses		98			90
Net interest income after provision for loan losses		8,523			8,767
Other Income
Customer service fees		443			553
Earnings on bank owned life insurance		164			162
Other		688			722
Total other income		1,295			1,437
Other Expenses
Salaries and employee benefits		4,513			4,483
Occupancy, net		638			633
Furniture and equipment		546			526
Professional fees		265			281
FDIC insurance assessment		106			68
Advertising		174			152
Pennsylvania shares tax expense		231			213
ATM charges and expenses		230			258
Other operating expenses		1,549			1,184
Total other expenses		8,252			7,798
Income before income tax expense		1,566			2,406
Income Tax Expense		168			370
Net income	$	1,398	$	2,036
Per Share Data
Basic earnings per share	$	4.69	$	6.64
Cash dividends
$	2.00	$	2.00
Weighted Average Number of Shares Outstanding
	297,796			306,646

See notes to consolidated financial statements

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