(

) Business Acquisition

Acquisition of Albany, Georgia Branch from Planters First Bank

October 22, 2018,

the Bank completed its acquisition of

one

branch office and a vacant lot from Planters First Bank (“PFB”) located in Albany, Georgia for a total cash consideration of

$10.2

million. The assets and liabilities as of the effective date of the transaction were recorded at their respective estimated fair values. The excess of the purchase price over the net estimated fair values of the acquired assets and liabilities was allocated to identifiable intangible assets with the remaining excess allocated to goodwill. In the periods following the acquisition, the financial statements will include the results attributable to the Albany branch purchase beginning on the date of purchase. For the

three

and

six

months period ended

June 30, 2019,

the revenues attributable to the Albany branch were

$58

thousand and

$129

thousand, respectively. For the

three

and

six

months period ended

June 30, 2019,

net loss attributable to the Albany branch were

$85

thousand and

$159

thousand. It is impracticable to determine the pro-forma impact to the

2018

revenues and net income if the acquisition had occurred on

January 1, 2018

as the Bank does

not

have access to those records for a single branch.

The following table provides the purchase price as of acquisition date, the identifiable assets acquired and liabilities assumed at their estimated fair values, and the resulting goodwill of

$202

thousand recorded from the acquisition:

Purchase Price Consideration (in thousands) :
Cash Consideration	$	10,238
Total purchase price for PFB branch acquisition	$	10,238

Assets acquired at fair value:
Cash and cash equivalents	$	195
Loans		20,430
Premises and equipment		773
Core deposit intangible		560
Other assets		123
Total fair value of assets acquired	$	22,081

Liabilities assumed at fair value:
Deposits	$	12,032
Other liabilities		13
Total fair value of liabilities assumed	$	12,045

Net Assets acquired at fair value:	$	10,036

Amount of goodwill resulting from acquisition	$	202

The total amount of goodwill arising from this transaction of

$202

thousand is deductible for tax purposes, pursuant to section

197

of the Internal Revenue Code.

The Bank recorded all loans acquired at the estimated fair value on the purchase date with

carryover of the related allowance for loan losses. The Bank only acquired loans which were deemed to be performing loans with

signs of credit deterioration.

Acquisition of LBC Bancshares, Inc.

May 1, 2019,

the Company completed its acquisition of LBC Bancshares, Inc. (“LBC”), a bank holding company headquartered in LaGrange, Georgia. Upon consummation of the acquisition, LBC was merged with and into the Company, with Colony as the surviving entity in the merger. At that time, LBC’s wholly owned bank subsidiary, Calumet Bank, was also merged with and into the Bank. The acquisition expanded the Company’s market presence, as Calumet Bank had

two

full-service banking locations,

one

each in LaGrange, Georgia and Columbus, Georgia, as well as a loan production office in Atlanta, Georgia. Under the terms of the Merger Agreement, each LBC shareholder had the option to receive either

$23.50

in cash or

1.3239

shares of the Company’s Common Stock in exchange for each share of LBC common stock, subject to customary proration and location procedures, such that

percent of LBC shares received the stock consideration and

percent received the cash consideration, and at least

percent of the merger consideration paid in the Company stock. As a result, the Company issued

1,054,029

common shares at a fair value of

$18.7

million and paid

$15.3

million in cash to the former shareholders of LBC as merger consideration.

The merger is being accounted for using the acquisition method accounting, in accordance with the provisions of FASB ASC

805

Business Combinations. Under this guidance, for accounting purposes, the Company is considered the acquirer in the merger, and as a result the historical financial statements of the combined entity are the historical consolidated financial statements of the Company.

The merger was effected by the issuance of shares of the Company’s common stock along with cash consideration to shareholders to LBC. The assets and liabilities of LBC as of the effective date of the merger were recorded at their respective estimated fair values and combined with those of the Company. The excess of the purchase price over the net estimated fair values of the acquired assets and liabilities was allocated to identifiable intangible assets with the remaining excess allocated to goodwill. Goodwill from the transaction was

$15,390,

none

of which is deductible for income tax purposes. The goodwill recognized from the acquisition with LBC was created based on the consideration paid by the Company for enhancing its presence in Georgia in addition to our expected synergies from the combined operations of the Company and LBC.

In periods following the merger, the financial statements of the combined entity will include the results attributable to LBC beginning on the date the merger was completed. In the

three

and

six

month period ended

June 30, 2019,

the revenues attributable to LBC were approximately

$1.77

million and

$1.77

million. In the

three

and

six

month period ended

June 30, 2019,

the net income attributable to LBC was approximately

$501

thousand and

$501

thousand, respectively.

The pro-forma impact to

2018

revenues if the merger had occurred on

January 1, 2018

would have been

$2.35

million and

$4.61

million for the

three

and

six

month period ending

June 30, 2018,

respectively. The pro-forma impact to

2018

net income if the merger had occurred on

December 31, 2017

would have been

$610

thousand and

$1.15

million for the

three

and

six

month period ending

June 30, 2018,

respectively. While certain adjustments were made for the estimated impact of certain fair value adjustments, they are

not

indicative of what would have occurred had the merger taken place on the indicated date nor are they intended to represent or be indicative of future results of operations. In particular,

adjustments have been made to eliminate the amount of LBC’s provision for credit losses

not

have been necessary or any adjustments to estimate any additional income that would have been recorded as a result of fair value adjustments for the

first

six

months of

2018

that

may

have occurred had the acquired loans been recorded at fair value as of the beginning of

2018.

In addition, there are

adjustments to reflect any expenses that potentially could have been reduced for the

first

six

months of

2018

had the merger occurred on

January 1, 2018.

As of

June 30, 2019,

the Company recorded a preliminary allocation of the purchase price to LBC’s tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values as of

May 1, 2019.

The following table presents the assets acquired and liabilities assumed as of

May 1, 2019,

and their fair value estimates. The Company continues its evaluation of the facts and circumstances available as of

May 1, 2019,

to assign fair values to assets acquired and liabilities assumed which could result in further adjustments to the fair values presented below.

Purchase Price Consideration (in thousands):
Shares of CBAN Common Stock Issued to LBC Shareholders as of May 1, 2019		1,054,029
Market Price of CBAN Common Stock on May 1, 2019	$	17.75
Estimated Fair Value of CBAN Common Stock Issued		18,709
Cash Consideration Paid		15,312
Total Consideration	$	34,021

Assets acquired at fair value:
Cash and Cash Equivalents	$	15,678
Investments Securities Available for Sale		49,172
Investments Securities Held to Maturity		1,766
Restricted Investments		479
Loans		130,568
Premises and Equipment		3,009
Core Deposit Intangible		3,100
Other Real Owned		243
Prepaid and Other Assets		6,487
Total Fair Value of Assets Acquired	$	210,502

Liabilities Assumed at Fair Value:
Deposits	$	(189,896	)
FHLB Advances		(1,000	)
Payables and Other Liabilities		(975	)
Total Fair Value of Liabilities Assumed	$	(191,871	)

Net Assets Acquired at Fair Value:	$	18,631

Amount of Goodwill Resulting From Acquisition	$	15,390

In the acquisition, the Company purchased

$130.57

million of loans at fair value, net of

$2.17

million, or

1.63%,

estimated discount to the outstanding principal balance. Of the total loans acquired, management identified

$176

thousand that were considered to be credit impaired and are accounted for under ASC Topic

310

30.

The table below summarizes the total contractually required principal and interest cash payments, management’s estimate of expected total cash payments and fair value of the loans as of the acquisition date for purchased credit impaired loans. Contractually required principal and interest payments have been adjusted for estimated prepayments.

Contractually Required Principal and Interest	$	695
Non-accretable Difference		(519	)
Cash Flows Expected to be Collected		176
Accretable Yield		-
Total Purchased Credit-Impaired Loans Acquired	$	176

The following table presents the acquired loan data for the LBC acquisition.

	Fair Value of Acquired Loans at Acquisition Date		Gross Contractual Amounts Receivable at Acquisition Date		Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected

Acquired receivables subject to ASC 310-30	$	176	$	695	$	519
Acquired receivables not subject to ASC 310-30	$	130,392	$	132,381	$	-

Acquisition of PFB Mortgage from Planters First Bank

May 1, 2019,

the Bank completed its acquisition of PFB Mortgage, the secondary market mortgage business of Planters First Bank for a total cash consideration of

$833

thousand. It included fixed assets and all pipeline loans, and customers will

not

be affected as loans will close and be processed as normal. Planters First Bank retained closed loans

not

yet sold (loans held for sale). The assets and liabilities as of the effective date of the transaction were recorded at their respective estimated fair values. The excess of the purchase price over the net estimated fair values of the acquired assets and liabilities was allocated to identifiable intangible assets with the remaining excess allocated to goodwill. In the periods following the acquisition, the financial statements will include the results attributable to PFB Mortgage beginning on the date of purchase. For the

three

and

six

months period ended

June 30, 2019,

the revenues attributable to PFB Mortgage were

$228

thousand and

$228

thousand, respectively. For the

three

and

six

months period ended

June 30, 2019,

net loss attributable to PFB Mortgage were

$211

thousand and

$211

thousand. It is impracticable to determine the pro-forma impact to the

2018

revenues and net income if the acquisition had occurred on

January 1, 2018

as the Bank does

not

have access to those records for PFB Mortgage.

The following table provides the purchase price as of acquisition date, the identifiable assets acquired and liabilities assumed at their estimated fair values, and the resulting goodwill of

$541

thousand recorded from the acquisition:

Purchase Price Consideration (in thousands):
Cash Consideration Paid	$	833
Total Consideration	$	833

Assets acquired at fair value:
Premises and Equipment	$	78
Premium on Loan Commitments		209
Other Assets		5
Total Fair Value of Assets Acquired	$	292

Liabilities Assumed at Fair Value:
Total Fair Value of Liabilities Assumed	$	-

Net Assets Acquired at Fair Value:	$	292

Amount of Goodwill Resulting From Acquisition	$	541

The total amount of goodwill arising from this transaction of

$541

thousand is deductible for tax purposes, pursuant to section

197

of the Internal Revenue Code.