Lone Star National Bancshares-Texas, Inc
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_.____--=-_,, ® Lone Star National Bancshares· Texas, Inc. July 31, 2020 Federal Reserve Bank of Dallas Attention: NIC Unit, Statistics Dept. 2200 North Pearl Street Dallas, Texas 75201-2216 RE: FR Y-6 Reports for the fiscal year-ending December 31 , 2019. - Replace Enclosed are the following documents as required under section 211.23 of Regulation K: 1. Form FR Y-6 2. Report Item 1: Annual Report is attached. 3. Report Item 2: Corporate Organizational Chart 4. Report Item 3: Shareholders 5. Report Item 4: Insiders 6. Statement of Related Interest of Directors 7. Branch Data Verification Please let me know if you need additional information. David M. Penoli Director, EVP & CFO 520 E. Nolana Avenue * McAllen, TX 78504 Phone: (956) 984-2804 * Fax: (956) 984-2848 * 1-800-580-0322 www .lonestarnationalbank.com FR Y-6 0MB Number 7100-0297 Approval expires November 30, 2022 Page 1 of 2 Board of Governors of the Federal Reserve System Annual Report of Holding Companies-FR Y-6 Report at the close of business as of the end of fiscal year This Report is required by law: Section 5{c)(1)(A) of the Bank This report form is to be filed by all top-tier bank holding compa Holding Company Act (12 U.S.C. § 1844(c)(1 )(A)); sections 8(a) nies, top-tier savings and loan holding companies, and U.S. inter and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) mediate holding companies organized under U.S. law, and by and 3108(a)); sections 11(a)(1), 25, and 25A of the Federal any foreign banking organization that does not meet the require Reserve Act (12 U.S.C. §§ 248(a)(1 ), 602, and 611 a); and sec ments of and is not treated as a qualifying foreign banking orga tions 113,165,312,618, and 809 of the Dodd-Frank Act (12 U.S.C. nization under Section 211.23 of Regulation K (12 C.F.R. § §§ 5361, 5365, 54 12, 1850a(c)(1), and 5468{b)(1)). Return to the 211.23). (See page one of the general instructions for more detail appropriate Federal Reserve Bank the original and the number of of who must file.) The Federal Reserve may not conduct or spon copies specified. sor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number. NOTE: The Annual Report of Holding Companies must be signed by Date of Report (top-tier holding company's fiscal year-end): one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event December 31, 2019 that the top-tier holding company does not have an individual who is Month / Day / Year a senior official and is also a director, the chairman of the board must N/A sign the report. If the holding company is an ESOP/ESOT formed as Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. Reporter's Name, Street, and Mailing Address 1, David M. Penoli Name of the Holding Company Director and Official Lone Star National Bancshares-Texas, Inc. EVP &CFO , Director Legal Title of Holding Company Title of the Holding Company Director and Official P.O.BOX 1127 attest that the Annual Report of Holding Companies (including (Mailing Address of the Holding Company) Street/ P.O. Box the supporting attachments) for this report date has been pre Pharr TX -------78577 pared in conformance with the instructions issued by the Federal City State Zip Code Reserve System and are true and correct to the best of my knowledge and belief. 520 East Nolana Avenue McAllen, Texas 78504 Physical Location (if different from mailing address) With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this Person to whom questions about this report should be directed: information to the Federal Reserve. The Reporter also certifies David M. Penoli -EVP---- & CFO- ------ that it has the authority, on behalf of each individual, to consent or Name Title object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for (956)984-2866 confidential treatment submitte ·n accordance with the Board's Area Code/ Phone Number/ Extension "Rules Regarding Availability I ormation," 12 C.F.R. Part 261, (956)661-4877 · that the Reporter "vid al c n ent to public release of all Area Code/ FAX Number details in the rep t i ividual. [email protected] E-mail Address www.lonestarnationalbank.com Address (URL) forthe Holding Company's web page Date of Signature For holding companies .aQ1registered with the SEC- Is confidential treatment requested forany portionof O=No Indicatestatus of Annual Reportto Shareholders: this reportsubmission? ......... .......................... }=YesO IBJ is included with the FR Y-6 report In accordancewith the General Instructions forthis report D will be sent under separate cover (check only one), D is not prepared 1. a letter justifying this request is being provided along with the report.. .. .. .... .. .. .. .. .... .. .. .. .. .. .. .... .... 0 For Federal Reserve Bank Use Only 2. a letter justifying this request has been provided separately ... 0 RSSDID NOTE: Informationfor which confidential treatmentis being requested C.I. must be provided separately and labeled as "confidential." Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.50 hours per response, including time to gather and i maintain data in the required form and to review instructions and complete the information collecton. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets. NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503. 12/2019 Lone Star National Bancshares• Texas Inc. Consolidated Financial Statements and Independent Auditor' s Report Years Ended December 3 1, 2019 and 2018 II II SMITH FANKHAUSER VOIGT& W.ATSC>N, PUC INDEPENDENT AUDITOR•s REPORT To the Board of Directors and Audit Committee of Lone Star National Bancshares - Texas, Inc. and Subsidiaries We have audited the accompanying consolidated financial statements of Lone Star National Bancshares - Texas, Inc. and its subsidiaries (a Texas corporation) (the "Institution.,), which comprise the consolidated balance sheets as of December 31. 2019 and 2018, and the related statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. We also have audited Lone Star National Bancshares - Texas, Inc. 's internal control over financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for the Federal Financial Institutions Examination Council Instructions for Consolidated Reports of Condition and Income (call report), as of December 31, 2019 based on criteria established in the Internal Control - integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's Responsibility for the Financial Statements and Internal Control over Financial Reporting Lone Star National Bancshares - Texas, Inc. and its subsidiaries' 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 effective internal control over financial reporting relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Management is also responsible for its assessment about the effectiveness of internal control over financial reporting, included in the accompanying Management Report Regarding Statement of Management's Responsibilities. Compliance with Designated laws and Regulations, and Management's Assessment ofInternal Control over Financial Reporting. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Institution's internal control over financial reporting 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement and whether effective internal control over financial reporting was maintained in all material respects. An audit of consolidated financial statements 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 Institution's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that