Studio Bank : Audited Financial Statements

STUDIO BANK FINANCIAL STATEMENTS December 31, 2021 and 2020

STUDIO BANK Nashville, Tennessee

FINANCIAL STATEMENTS December 31, 2021 and 2020

CONTENTS

INDEPENDENT AUDITOR'S REPORT .................................................................................................... 1

FINANCIAL STATEMENTS

BALANCE SHEETS ........................................................................................................................... 3

STATEMENTS OF INCOME ............................................................................................................. 4

STATEMENTS OF COMPREHENSIVE INCOME ............................................................................ 5

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ........................................................ 6

STATEMENTS OF CASH FLOWS ..................................................................................................... 7

NOTES TO FINANCIAL STATEMENTS ............................................................................................ 8

Crowe LLP

Independent Member Crowe Global

INDEPENDENT AUDITOR'S REPORT

Board of Directors

Studio Bank Nashville, Tennessee

Opinion

We have audited the financial statements of Studio Bank, which comprise the balance sheets as of December 31, 2021 and 2020, and the related statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Studio Bank as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Studio Bank and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Studio Bank's ability to continue as a going concern for one year from the date the financial statements are available to be issued.

(Continued)

1.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•  Exercise professional judgment and maintain professional skepticism throughout the audit.

•  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•  Obtain an understanding of internal control relevant to the audit 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 Studio Bank's internal control. Accordingly, no such opinion is expressed.

•  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Studio Bank's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Crowe LLP

Franklin, Tennessee

April 22, 2022

2.

STUDIO BANK

BALANCE SHEETS

Years ended December 31, 2021 and 2020 (Dollar amounts in thousands except share data)

2021

2020

ASSETS

Cash and due from financial institutions Federal funds sold

Interest-bearing deposits in other financial institutions

Cash and cash equivalents

Securities available for sale

Securities held to maturity (fair value 2021 - $28,220, 2020 - $4,153)

Loans held for sale

Loans, net of allowance of $4,513 and $3,169 as of December 31, 2021 and 2020, respectively

Other restricted stock, at cost

Premises and equipment, net Operating lease right-of-use asset Bank owned life insurance Accrued interest receivable Deferred taxes

Other assets

$

4,454 $ 4,647

89,293 78,526

6,241 1,593

99,988 84,766

58,442 47,869

28,465 4,153

6,585 21,040

396,123 259,514

925 856

1,266 635

1,486 1,950

12,113 11,785

1,360 1,130

2,508 1,623

- 980

Total assets

LIABILITIES AND SHAREHOLDERS' EQUITY Deposits

Non-interest bearing Interest bearing

Total deposits

Federal Home Loan Bank advances Operating lease liability

Accrued interest payable Other liabilities

Total liabilities

Shareholders' equity

Preferred stock, $0.0001 par value; 50,000,000 shares authorized; no shares issued at December 31, 2021 and 2020 Common stock, $0.0001 par value; 150,000,000 shares authorized; 6,201,660 and 6,183,064 shares issued at December 31, 2021 and 2020

Accumulated deficit

Accumulated other comprehensive income (loss)

Total shareholders' equity

Total liabilities and shareholders' equity

$

610,884

$ 434,678

$

152,398 $ 70,135

394,766 304,947

547,164 375,082

5,000 8,000

1,598 2,073

14 23

2,462 531

556,238

385,709

-

-59,983

59,671

(5,311) (11,921)

(26) 1,219

54,646 48,969

• $ 610,884

$ 434,678

See accompanying notes to financial statements.

3.