UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 333-202694

WELLS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Minnesota		41-1799504
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

53 First Street, S.W., Wells, Minnesota		56097
(Address of principal executive offices)		(Zip Code)

(507) 553-3151

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨x No x ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of ~~August~~November 1213, 2015, there were issued and outstanding ~~811~~805,~~478~~710 shares of the registrant's common stock.

WELLS FINANCIAL CORP.

FORM 10-Q

FOR THE QUARTER ENDED ~~JUNE~~ SEPTEMBER 30, 2015

INDEX

		Page
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1-3031
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3132-3839
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3940
Item 4.	Controls and Procedures	3940
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	3940
Item 1A.	Risk Factors	3940
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4041
Item 3.	Defaults Upon Senior Securities	4041
Item 4.	Mine Safety Disclosures	4041
Item 5.	Other Information	4142
Item 6.	Exhibits	4142
SIGNATURES		43
EXHIBITS and CERTIFICATIONS

EXHIBITS and CERTIFICATIONS

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Wells Financial Corp. and Subsidiary ~~Consolidated Balance Sheets (Dollars in Thousands, Except Per Share Data)~~

	June 30,			December 31,
	2015			2014
	(unaudited)
Assets
Cash and cash equivalents, including interest-bearing accounts, 2015, $11,037; 2014, $7,411	$	19,865		$	14,373
Certificates of deposit, at cost		1,241			4,181
Federal funds sold		3,000			2,000
Securities available for sale		32,822			34,177
Federal Home Loan Bank stock, at cost		2,068			2,079
Loans held for sale		3,567			1,707
Loans receivable, net of allowance for loan loss of $2,184 in 2015; $2,158 in 2014;		177,859			182,050
Accrued interest receivable		966			834
Premises and equipment, net		3,079			3,172
Mortgage servicing rights, net		1,871			1,886
Foreclosed real estate		3,199			3,656
Other assets		1,764			1,711
Total assets	$	251,301		$	251,826
Liabilities, Mezzanine Equity and Stockholders’ Equity
Liabilities
Deposits	$	220,860		$	221,972
Advances from borrowers for taxes and insurance		2,621			2,630
Accrued interest payable		60			17
Accrued expenses and other liabilities		575			588
Total liabilities		224,116			225,207
Commitments, Contingencies and Credit Risk
Mezzanine Equity
Redeemable common stock held by ESOP, $0.10 par value, 95,602 shares issued, 89,928 outstanding at June 30, 2015; 95,602 outstanding at December 31, 2014		2,383			2,533
Stockholders’ Equity
Preferred stock, no par value; 500,000 shares authorized; none outstanding		-			-
Common stock, $0.10 par value; 7,000,000 shares authorized; 2,091,898 shares issued		209			209
Additional paid-in capital		17,116			17,110
Retained earnings, substantially restricted		36,479			35,552
Accumulated other comprehensive income		41			93
Treasury stock, 2015, 1,451,478 shares; 2014, 1,445,248 shares		(29,043	)		(28,878	)
Total stockholders’ equity		24,802			24,086
Total liabilities, mezzanine equity and stockholders’ equity	$	251,301		$	251,826

Consolidated Balance Sheets

(Dollars in Thousands, Except Per Share Data)

	September 30,			December 31,
	2015			2014
	(unaudited)
Assets
Cash and cash equivalents, including interest-bearing accounts, 2015, $5,435; 2014, $7,411	$	9,896		$	14,373
Certificates of deposit, at cost		9,521			4,181
Federal funds sold		3,000			2,000
Securities available for sale		35,495			34,177
Federal Home Loan Bank stock, at cost		2,036			2,079
Loans held for sale		1,719			1,707
Loans receivable, net of allowance for loan loss of $2,125 in 2015; $2,158 in 2014;		197,336			182,050
Accrued interest receivable		1,252			834
Premises and equipment, net		3,417			3,172
Mortgage servicing rights, net		1,862			1,886
Foreclosed real estate		1,975			3,656
Other assets		1,041			1,711
Total assets	$	268,550		$	251,826

Liabilities, Mezzanine Equity and Stockholders’ Equity

Liabilities
Deposits	$	232,714		$	221,972
Advances from borrowers for taxes and insurance		3,639			2,630
Accrued interest payable		83			17
Accrued expenses and other liabilities		903			588
Total liabilities		237,339			225,207

Commitments, Contingencies and Credit Risk

Mezzanine Equity
Redeemable common stock held by ESOP, $0.10 par value, shares issued and outstanding, 85,160 at September 30, 2015; 95,602 at December 31, 2014		2,257			2,533
Stockholders’ Equity
Preferred stock, no par value; 500,000 shares authorized; none outstanding		-			-
Common stock, $0.10 par value; 7,000,000 shares authorized;
2,181,076 shares issued at September 30, 2015; 2,091,898 shares issued at December 31, 2014		217			209
Additional paid-in capital		18,119			17,110
Retained earnings, substantially restricted		39,879			35,552
Accumulated other comprehensive income		170			93
Unallocated Employee Stock Ownership Plan shares		(172	)		-
Treasury stock, 2015, 1,459,526 shares; 2014, 1,445,248 shares		(29,259	)		(28,878	)
Total stockholders’ equity		28,954			24,086
Total liabilities, mezzanine equity and stockholders’ equity	$	268,550		$	251,826

See Notes to Consolidated Financial Statements.

Table of Contents

Wells Financial Corp. and Subsidiary

Consolidated Statements of Income

(Dollars in Thousands, Except Per Share Data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2015

2014

2015

2014

(unaudited)

Interest income:

Loans receivable

2,~~062~~293

12,~~960~~026

46,~~237~~530

35,~~877~~903

Investment securities and interest-bearing deposits

~~158~~185

177

~~323~~508

~~371~~548

Total interest income

2,~~220~~478

2,~~137~~203

47,~~560~~038

46,~~248~~451

Interest expense:

Deposits

~~108~~125

~~154~~148

~~225~~350

~~314~~462

Total interest expense

~~108~~125

~~154~~148

~~225~~350

~~314~~462

Net interest income

2,~~112~~353

12,~~983~~055

46,~~335~~688

35,~~934~~989

Provision for loan losses

-(70

)

~~150~~100

70-

~~320~~420

Net interest income after provision for loan losses

2,~~112~~423

1,~~833~~955

46,~~265~~688

35,~~614~~569

Noninterest income:

Gain on sale of loans held for sale

~~359~~302

~~174~~214

~~524~~826

~~350~~564

Loan servicing fees

~~215~~210

~~207~~168

~~430~~640

~~432~~600

Insurance commissions

~~169~~188

~~151~~195

~~341~~529

~~292~~487

Fees and service charges

~~123~~113

~~112~~129

~~229~~342

~~217~~346

Other

222

446

453

Bargain purchase gain

2,848

Total noninterest income

1,088

866

1,970

1,744

Other

204

211

650

698

Total noninterest income

3,865

917

5,835

2,695

Noninterest expenses:

Compensation and benefits

1,~~145~~168

1,~~188~~093

23,~~257~~425

23,~~367~~460

Occupancy

~~173~~196

~~193~~172

~~357~~553

~~401~~573

Data processing

~~216~~268

~~204~~266

~~430~~698

~~419~~685

Advertising

6471

6271

~~123~~194

~~110~~181

Amortization of mortgage servicing rights

~~104~~98

7890

~~177~~275

~~149~~239

Other real estate owned

~~142~~173

~~299~~-

~~256~~429

~~354~~398

Other

~~472~~546

~~516~~570

~~945~~1,491

~~980~~1,540

Total noninterest expenses

2,~~316~~520

2,~~540~~262

47,~~545~~065

47,~~780~~076

Income before income taxes

~~884~~3,768

~~159~~610

15,~~690~~458

~~578~~1,188

Income tax expense

~~334~~348

6392

~~647~~995

~~231~~323

Net income

~~550~~3,420

96518

14,~~043~~463

~~347~~865

Earnings per share:

Basic

04.7563

0.1368

15.4188

01.4514

Diluted

04.7563

0.1368

15.4188

01.4514

See Notes to Consolidated Financial Statements.

Table of Contents

Wells Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Dollars in Thousands, Except Per Share Data)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(unaudited)						(unaudited)
Net income	$	~~550~~3,420		$	96518		$	14,~~043~~463		$	~~347~~865
Other comprehensive (loss) income:
Other comprehensive income (loss):
Unrealized (loss) gain on securities, net of related taxes		(176	)		89			(52	)		344
Unrealized gain (loss) on securities, net of related taxes		129			(1	)		77			343
Comprehensive income	$	~~374~~3,549		$	~~185~~517		$	~~991~~4,540		$	~~691~~1,208

See Notes to Consolidated Financial Statements.

Table of Contents

Wells Financial Corp. and Subsidiary

Consolidated Statements of Stockholders’ Equity and Mezzanine Equity

(Dollars in thousands, Except Per Share Data)

(Unaudited)

	Common Stock		Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			~~Treasury~~Unallocated ~~Stock~~ESOP Plan Shares			~~Total~~Treasury ~~Stockholders’ Equity~~Stock			~~Mezzanine~~Total ~~Equity~~Stockholders’ ~~Redeemable Common~~Equity			Mezzanine Equity Redeemable Common Stock
Six Months Ended June 30, 2015
Nine Months Ended September 30, 2015
Balance, December 31, 2014	$	209	$	17,110	$	35,552		$	93		$	~~(28,878~~-	)	$	24(28,~~086~~878	)	$	224,~~533~~086		$	2,533
Net income		-		-		14,~~043~~463			-			-			~~1,043~~-			-4,463			-
Other comprehensive income, net of related taxes		-		-		-			(52	)		-			(52	)		-
Issuance of 78,736 shares of common stock including 6,299 shares acquired by the ESOP, net of issuance costs		8		999		-			-			(172	)		-			835			-
Cash dividends declared ($0.36 per share)		-		-		(266	)		-			-			(266	)		-
Other comprehensive income, net of related taxes		-		-		-			77			-			-			77			-
Stock-based compensation		-		6		-			-			-			6			-
Cash dividends declared ($0.54 per share)		-		-		(412	)		-			-			-			(412	)		-
Treasury stock purchases, 6,230 shares		-		-		150			-			(165	)		(15	)		(150	)
Stock-based compensation		-		10		-			-			-			-			10			-
Change in fair value related to redeemable common stock		-		-		-			-			-			-			-
Treasury stock purchases, 14,278 shares, including 10,442 of redeemable common shares		-		-		276			-			-			(381	)		(105	)		(276	)
Balance, June 30, 2015	$	209	$	17,116	$	36,479		$	41		$	(29,043	)	$	24,802		$	2,383
Change in fair value related to redeemable common stock		-		-		-			-			-			-			-			-
Balance, September 30, 2015	$	217	$	18,119	$	39,879		$	170		$	(172	)	$	(29,259	)	$	28,954		$	2,257

	Common Stock		Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity			Mezzanine Equity Redeemable Common Stock
Six Months Ended June 30, 2014
Nine Months Ended September 30, 2014
Balance, December 31, 2013	$	209	$	17,096	$	34,893		$	(264	)	$	(28,193	)	$	23,741		$	2,342
Net income		-		-		~~347~~865			-			-			~~347~~865			-
Other comprehensive income, net of related taxes		-		-		-			~~344~~343			-			~~344~~343			-
Cash dividends declared ($0.30 per share)		-		-		(228	)		-			-			(228	)		-
Cash dividends declared ($0.45 per share)		-		-		(342	)		-			-			(342	)		-
Stock-based compensation		-		1725		-			-			-			1725			-
Treasury stock purchases, 10,308 shares		-		-		-			-			(242	)		(242	)		-
Treasury stock purchases, 22,633 shares		-		-		-			-			(563	)		(563	)		-
Change in fair value related to redeemable common stock		-		-		-			-			-			-			-
Balance, June 30, 2014	$	209	$	17,113	$	35,012		$	80		$	(28,435	)	$	23,979		$	2,342
Balance, September 30, 2014	$	209	$	17,121	$	35,416		$	79		$	(28,756	)	$	24,069		$	2,342

See Notes to Consolidated Financial Statements

Table of Contents

Wells Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Dollars in Thousands, Except Per Share Data)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2015			2014
	(Unaudited)
Cash Flows From Operating Activities
Net income	$	14,~~043~~463		$	~~347~~865
Adjustment to reconcile net income to net cash (used in) provided by operating activities:
Provision for loan losses		70-			~~320~~420
Gain on sale of loans		(~~524~~826	)		(~~350~~564	)
Originations of loans held for sale		(1715,~~747~~597	)		(1118,~~551~~307	)
Proceeds from the sale of loans held for sale		16,411			1118,~~898~~969
Net change in mortgage servicing rights		1524			43324
Loss (gain) on sales of foreclosed real estate, net		154			(3427	)
Depreciation expense		96146			89134
Amortization of net deferred loan origination fees		(43	)		(3161	)
Amortization of securities premiums		~~106~~165			~~102~~160
Impairment of foreclosed real estate		94232			~~258~~252
Stock-based compensation expense		610			1725
Changes in assets and liabilities:
Bargain purchase gain		(2,848	)		-
Accrued interest receivable		(132	)		(51	)
Changes in assets and liabilities, net of effects of business combination:
Other assets		(14	)		40
Accrued interest receivable		(309	)		(252	)
Accrued expenses and other liabilities		30			(247	)
Other assets		703			(216	)
Net cash (used in) provided by operating activities		(574	)		850
Accrued expenses and other liabilities		76			173
Net cash provided by operating activities		2,611			1,895
Cash Flows From Investing Activities
Net decrease (increase) in loans		42,~~206~~154			(112,~~308~~983	)
Net decrease (increase) in certificates of deposit		~~2,940~~274			(31,~~671~~221	)
Net (increase) decrease in federal funds sold		(1,000	)		13,500
Purchase of Federal Home Loan Bank stock		(60114	)		(89181	)
Proceeds from sale of Federal Home Loan Bank stock		71190			61116
Purchase of securities available-for-sale		(35,~~124~~815	)		(47,~~510~~803	)
Maturities of available-for-sale securities		45,~~282~~400			1011,~~376~~537
Purchase of premises and equipment		(3	)		(6	)
Net cash received in conversion/merger		1,337			-
Investment in foreclosed real estate		-			(28	)
Purchase of premises and equipment		(25	)		(203	)
Proceeds from sales of foreclosed real estate		306			303
Investment in foreclosed real estate		-			(109	)
Net cash provided by investing activities		7,618			2,628
Proceeds from sales of foreclosed real estate		1,589			360
Net cash provided by (used in) investing activities		3,990			(6,987	)
Cash Flows From Financing Activities
Net decrease in deposits		(1,112	)		(3,550	)
Net (decrease) increase in deposits		(12,301	)		5,914
Net decrease in advances from borrowers for taxes and insurance		(9	)		(16	)
Net increase in advances from borrowers for taxes and insurance		1,009			961
Dividends paid		(266	)		(228	)
Issuance of 78,736 shares of common stock, net of issuance costs and ESOP shares		1,007			-
Purchase of treasury stock		(165	)		(242	)
Dividends paid		(412	)		(342	)
Net cash used in by financing activities		(1,552	)		(4,036	)
Purchase of treasury stock		(381	)		(563	)
Net increase (decrease) in cash and cash equivalents		5,492			(558	)
Net cash (used in) provided by financing activities		(11,078	)		5,970
Net (decrease) increase in cash and cash equivalents		(4,477	)		878
Cash and Cash Equivalents
Beginning		14,373			12,625
Ending	$	199,~~865~~896		$	1213,~~067~~503

Significant noncash financing and investing activities for the nine months ended September 30, 2015, which include the recognition of assets acquired and liabilities assumed, are disclosed in Note 11.

See Notes to Consolidated Financial Statements

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 1. Nature of Operations

Operations of Wells Financial Corp. (the “Company”) ~~primarily~~ primarily consist of banking services through Wells Federal Bank (the “Bank”), and Wells Insurance Agency, Inc., a property and casualty insurance agency. The Company serves its customers through the Bank’s nine locations in south central Minnesota.

Note 2. Summary of Significant Accounting Policies

Basis of Financial Statement Presentation: The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. The accompanying consolidated balance sheet and related notes as of December 31, 2014 are derived from the audited consolidated financial statements as of that date. These condensed financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2014 contained in the Company’s Form S-1. In the opinion of management, all adjustments (which consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial statements have been included. Results for any interim period are not necessarily indicative of results to be expected for the year or any other interim period.

Segment reporting: The Company’s activities are considered to be a single industry segment for financial reporting purposes. The Company is engaged in commercial and retail banking, investment and insurance services with operations in southern Minnesota. Substantially all income is derived from a diverse base of commercial and retail lending activities.

Note 3. Certificates of Deposit

Certificates of deposit with a carrying value of $19,~~241~~521 and $4,181 at ~~June~~September 30, 2015 and December 31, 2014, respectively, had weighted-average yields of 01.6728% and 0.41 ~~percent~~%, respectively, and weighted average contractual maturities of ~~less~~1.7 ~~than~~and ~~one~~0.5 ~~year~~years, respectively.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 4. Securities Available for Sale

	June 30, 2015
	September 30, 2015
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Residential mortgage-backed agencies	$	22,~~041~~356	$	5796	$	(~~175~~71	)	$	2122,~~923~~381
SBA pools		12,~~674~~645		64		-(3	)		12,~~680~~646
Obligations of states and political subdivisions		910,~~005~~201		~~138~~162		(4220	)		910,~~101~~343
Government-sponsored enterprise equity		40		7885		-			~~118~~125
	$	3235,~~760~~242	$	~~279~~347	$	(~~217~~94	)	$	3235,~~822~~495

	December 31, 2014
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
Residential mortgage-backed agencies	$	22,677	$	60	$	(192	)	$	22,545
SBA pools		1,835		6		(9	)		1,832
Obligations of states and political subdivisions		9,474		250		(26	)		9,698
Government-sponsored enterprise equity		40		62		-			102
	$	34,026	$	378	$	(227	)	$	34,177

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Contractual maturities: The amortized cost and fair value of securities available for sale as of ~~June~~September 30, 2015, by contractual maturity are shown below. Maturities ~~may~~ may differ from contractual maturities in residential mortgage-backed securities and Small Business Administration (SBA) pools ~~because~~ because the mortgages underlying the securities may be called or repaid without any penalties. In addition, government-sponsored ~~enterprise~~ enterprise equity securities have no maturity. Therefore, these securities are not included in the maturity categories in the following ~~maturity~~ maturity summary.

	June 30, 2015
	September 30, 2015
	Amortized Cost		Fair Value
Due in one year or less	$	~~839~~872	$	~~841~~873
Due in one to five years		3,~~708~~695		3,~~736~~739
Due after five through 10 years		23,~~456~~890		23,~~477~~951
Due after 10 years		21,~~002~~744		21,~~047~~780
		9,005		9,101
		10,201		10,343
Residential mortgage-backed agencies		22,~~041~~356		2122,~~923~~381
SBA pools		12,~~674~~645		12,~~680~~646
Government-sponsored enterprise equity		40		~~118~~125
	$	3235,~~760~~242	$	3235,~~822~~495

Pledged securities: Securities with a carrying value of $2230,~~712~~ 556 and $20,961 at ~~June~~September 30, 2015 and December 31, 2014, respectively, were pledged to secure borrowed funds and for other purposes as required or permitted by law.

Changes in other comprehensive income—unrealized ~~gains~~ ~~(loss)~~gains on securities available for sale:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Balance, beginning	$	~~216~~41		$	~~(10~~80	)	$	93		$	(264	)
Unrealized gains (losses) during the year		(298	)		153			(89	)		771
Unrealized gains during the year		208			-			119			417
Deferred tax effect relating to unrealized gain		~~123~~(79	)		(631	)		37(42	)		(~~427~~74	)
Balance, ending	$	41170		$	8079		$	41170		$	8079

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Temporarily impaired securities:

	June 30, 2015
	September 30, 2015
	Continuous Unrealized				Continuous Unrealized
	Losses Existing				Losses Existing
	12 Months or Less				Greater Than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Residential mortgage-backed agencies	$	54,~~250~~197	$	339	$	8,~~829~~575	$	~~142~~62	$	1412,~~079~~772	$	~~175~~71
Obligations of states and political subdivisions		2,294		16		911		26		3,205		42
SBA Pools		1,049		3		-		-		1,049		3
	$	7,544	$	49	$	9,740	$	168	$	17,284	$	217
Obligations of states and political subdivisions		490		4		920		16		1,410		20
	$	5,737	$	16	$	9,495	$	78	$	15,232	$	94

	December 31, 2014
	Continuous Unrealized				Continuous Unrealized
	Losses Existing				Losses Existing
	12 Months or Less				Greater Than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Residential mortgage-backed agencies	$	5,679	$	20	$	10,566	$	~~171~~172	$	16,245	$	~~191~~192
SBA pools		-		-		1,250		9		1,250		9
Obligations of states and political subdivisions		1,495		6		1,180		20		2,675		26
	$	7,174	$	26	$	12,996	$	~~200~~201	$	20,170	$	~~226~~227

There were 3225 and 37 securities in unrealized loss positions as of ~~June~~September 30, 2015 and December 31, 2014, respectively.

Unrealized losses are deemed to be temporary. Most of these underlying securities consist of mortgage-backed securities. Market fluctuations are caused primarily by changes in interest rates and prepayments of underlying mortgages. Volatility in economic conditions influences the prices of these securities. There were no sales of available-for-sale securities during the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 5. Loans Receivable and Loans Held for Sale

Composition of loans receivable:

	June 30,			December 31,
	September 30,			December 31,
	2015			2014
Residential real estate	$	5561,~~295~~091		$	56,674
Commercial real estate		32,~~576~~255			30,653
Agricultural real estate		3640,~~745~~469			38,128
Commercial construction real estate		12,~~154~~827			4,035
Residential construction real estate		1,~~061~~319			940
Home equity, home improvement and second mortgages		3133,~~589~~031			32,741
Commercial operating and term		69,~~839~~551			5,718
Agricultural operating and term		69,~~825~~839			7,714
Vehicle		12,~~979~~720			1,671
Consumer		6,~~283~~573			6,279
Total loans		~~180~~199,~~346~~675			184,553
Net deferred loan origination fees		(~~303~~214	)		(345	)
Allowance for loan loss		(2,~~184~~125	)		(2,158	)
Loans receivable, net	$	~~177~~197,~~859~~336		$	182,050

Loans are made to individuals as well as as to commercial and tax-exempt entities. Specific loan terms vary as to interest rate, repayment and collateral requirements based on on the type of loan requested and the creditworthiness of the prospective borrower. Credit risk tends to be geographically concentrated in that a majority of the loan customers are located in the markets serviced by the Company.

The Company’s extension of credit is governed by the individual loan policies that were established to control the quality of the Company’s loans. These policies and procedures are reviewed and approved by the Board of Directors on a regular basis.

Residential real estate loans: The Company originates residential real estate loans in its service area and also originates loans throughout Minnesota through its correspondent bank relationships. Currently, the majority of these loan originations are sold toin the secondary market.

Commercial real estate loans: The Company’s goal is to create and maintain a high-quality portfolio of commercial real estate loans with customers who meet the credit quality and relationship profitability objectives of the Company. Commercial real estate loans are subject to underwriting standards and processes similar to commercial operating and term loans. These loans are analyzed using projected cash flows, and the repayment of these loans is largely dependent on the successful operation of the property. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market, such as geographic location and property type.

Agricultural real estate loans: The Company originates loans secured by agricultural real estate in its service area. Agricultural land in the Company’s service area is considered to be prime agricultural land. These loans are underwritten using both a cash flow analysis and appraised values. These are amortizing loans, and loan-to-value ratios generally do not exceed 60 percent at loan inception.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Commercial construction real estate loans: The Company defines construction loans as loans where the loan proceeds are controlled by the Company and used exclusively for the improvement of real estate in which the Company holds a mortgage. Due to the inherent risk in this type of loan, they are subject to other industry-specific policy guidelines outlined in the Company’s credit risk policy and are monitored closely.

Residential construction real estate loans: Residential construction loans originated by the Company generally are limited to six-month terms. When construction is completed, these loans are converted to permanent financing or sold to the secondary market.

Commercial operating and term loans: Commercial operating and term loans are originated in the Company’s primary service area. These loans are made to individuals, partnerships, corporations, limited liability partnerships and limited liability companies for the purpose of assisting in the development of a business enterprise. Loans to closely held businesses will generally be guaranteed in full or for a meaningful amount by the businesses’ major owners. Commercial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not perform as forecasted, and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for all commercial loan types.

Agricultural operating and term loans: Agricultural operating and term loans are originated in the Company’s primary service area and are generally used to purchase agricultural equipment or crop inputs. These loans are primarily secured by agricultural real estate and agricultural equipment or crops. Agricultural term and operating loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted, and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for all agricultural loan types.

Consumer loans, including home equity, home improvement and second mortgages, and vehicle loans: The Company originates direct consumer loans, including home equity lines and loans, credit cards, and vehicle loans, using a scoring-based credit analysis as part of the underwriting process. Each loan type has a separate specified scoring that consists of several factors, including debt to income, type of collateral and loan-to-collateral value, credit history, and Company relationship with the borrower.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Loans receivable:

	June 30, 2015
	September 30, 2015
							Loans Past
			30–59 Days		60–89 Days		Due 90 Days		Total
	Current		Past Due		Past Due		or More		Past Due		Total
Residential real estate	$	5258,~~122~~636	$	~~1,375~~964	$	~~719~~99	$	1,~~079~~392	$	32,~~173~~455	$	5561,~~295~~091
Commercial real estate		3132,~~653~~173		~~923~~-		-82		-		~~923~~82		32,~~576~~255
Agricultural real estate		3639,~~064~~914		~~117~~-		-		~~564~~555		~~681~~555		3640,~~745~~469
Commercial construction real estate		12,~~154~~827		-		-		-		-		12,~~154~~827
Residential construction real estate		1,~~061~~319		-		-		-		-		1,~~061~~319
Home equity, home improvement and second mortgages		3132,~~183~~793		~~262~~131		6259		8248		~~406~~238		3133,~~589~~031
Commercial operating and term		69,~~659~~248		-		~~117~~-		63303		~~180~~303		69,~~839~~551
Agricultural operating and term		69,~~825~~839		-		-		-		-		69,~~825~~839
Vehicle		12,~~939~~659		522		-3		3536		4061		12,~~979~~720
Consumer		6,~~228~~505		2646		-		2922		5568		6,~~283~~573
Total loans	$	~~174~~195,~~888~~913	$	21,~~708~~163	$	~~898~~243	$	12,~~852~~356	$	53,~~458~~762	$	~~180~~199,~~346~~675
Nonperforming loans	$	-	$	-	$	-	$	12,~~852~~356	$	12,~~852~~356	$	12,~~852~~356

	December 31, 2014
							Loans Past
			30–59 Days		60–89 Days		Due 90 Days		Total
	Current		Past Due		Past Due		or More		Past Due		Total

Residential real estate	$	54,698	$	782	$	507	$	687	$	1,976	$	56,674
Commercial real estate		30,653		-		-		-		-		30,653
Agricultural real estate		37,843		285		-		-		285		38,128
Commercial construction real estate		4,035		-		-		-		-		4,035
Residential construction real estate		940		-		-		-		-		940
Home equity, home improvement and second mortgages		32,291		193		2		255		450		32,741
Commercial operating and term		5,569		82		-		67		149		5,718
Agricultural operating and term		7,674		40		-		-		40		7,714
Vehicle		1,661		8		1		1		10		1,671
Consumer		6,243		26		10		-		36		6,279
Total loans	$	181,607	$	1,416	$	520	$	1,010	$	2,946	$	184,553

Nonperforming loans	$	-	$	-	$	-	$	1,010	$	1,010	$	1,010

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Recorded investment in nonaccrual loans and loans past due 90 90 days or more and still accruing by class of loans as of ~~June~~September 30, 2015 and December 31, 2014, were as follows:

	June 30, 2015
	September 30, 2015
			Loans Past Due
			90 Days or More
	Nonaccrual		and Still Accruing
Residential real estate	$	1,~~079~~392	$	-
Commercial real estate		-		-
Agricultural real estate		~~564~~555		-
Commercial construction real estate		-		-
Residential construction real estate		-		-
Home equity, home improvement and second mortgages		8248		-
Commercial operating and term		63303		-
Agricultural operating and term		-		-
Vehicle		3536		-
Consumer		2922		-
Total	$	12,~~852~~356	$	-

	December 31, 2014
			Loans Past Due
			90 Days or More
	Nonaccrual		and Still Accruing

Residential real estate	$	687	$	-
Commercial real estate		-		-
Agricultural real estate		-		-
Commercial construction real estate		-		-
Residential construction real estate		-		-
Home equity, home improvement and second mortgages		255		-
Commercial operating and term		67		-
Agricultural operating and term		-		-
Vehicle		1		-
Consumer		-		-
Total	$	1,010	$	-

No interest income was recognized on ~~nonaccrual~~ nonaccrual loans for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014. There are no additional funds to be advanced on these loans.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans. Under the Company’s risk-rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard” and “Doubtful,” which correspond to risk ratings five, six and seven, respectively. Substandard loans include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful, or risk-rated seven, have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management’s close attention, are deemed to be Special Mention, or risk-rated five. Risk ratings are updated any time the situation warrants.

Loans not meeting the criteria above ~~that~~ that are analyzed individually as part of the above-described process are considered to be pass-rated loans. Loans listed as not ~~rated~~ rated are included in groups of homogeneous loans with similar risk and loss characteristics. The following tables present the risk category of loans by class of loans based on the most recent analyses performed and the contractual aging as of ~~June~~ September 30, 2015 and December 31, 2014:

	June 30, 2015
	September 30, 2015
			Special
	Pass		Mention		Substandard		Doubtful		Total
Commercial real estate	$	3029,~~444~~012	$	1,~~427~~980	$	~~705~~1,263	$	-	$	32,~~576~~255
Commercial construction real estate		1,154		-		-		-		1,154
Agricultural real estate		39,914		165		390		-		40,469
Commercial operating and term		6,629		15		195		-		6,839
Commercial construction real estate		2,827		-		-		-		2,827
Agricultural operating and term		6,792		33		-		-		6,825
Commercial operating and term		9,523		58		258		-		9,551
Total	$	45,019	$	1,475	$	900	$	-	$	47,394
Agricultural operating and term		9,806		33		-		-		9,839
Total	$	91,082	$	2,236	$	1,911	$	-	$	94,941

	December 31, 2014
			Special
	Pass		Mention		Substandard		Doubtful		Total
Commercial real estate	$	26,449	$	3,556	$	648	$	-	$	30,653
Agricultural real estate		38,128		-		-		-		38,128
Commercial construction real estate		4,035		-		-		-		4,035
Commercial operating and term		5,426		-		292		-		5,718
Agricultural operating and term		7,714		-		-		-		7,714
Total	$	43,624	$	3,556	$	940	$	-	$	48,120

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

For consumer, residential real estate, agricultural real estate, home equity, vehicle and residential construction loan classes, the Company collectively evaluates loans for impairment. The Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. Loans where credit quality and aging indicate potential weakness are placed on nonaccrual and are deemed to be nonperforming.

Impaired loans also include loans modified in a troubled debt restructuring where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collections. There ~~were~~was noone troubled debt ~~restructurings~~restructuring of loans ~~for~~during the three and ~~six~~nine months ended ~~June~~ September 30, 2015. There were no troubled debt restructuring of loans during the three and nine months ended September 30, 2014.

Payments received on nonaccrual loans are applied as a direct reduction of principal. Nonaccrual loans that are brought current, and do not have additional credit risk factors noted, are returned to accrual status.

There were no loans modified in a troubled debt restructuring during the previous twelve month period that subsequently defaulted during the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014.

Loans individually evaluated for impairment by class of loans as of ~~June~~September 30, 2015 and December 31, 2014 are as follows:

	June 30. 2015
	September 30. 2015
	Unpaid				Allowance for		Average		Interest
	Principal		Recorded		Loan Losses		Recorded		Income
	Balance		Investment		Allocated		Investment		Recognized
With no related allowance recorded:
Residential real estate	$	~~491~~473	$	~~491~~473	$	-	$	~~494~~493	$	1318
Commercial real estate		575		575		-		666		18
With an allowance recorded:
Residential real estate		~~422~~414		~~422~~414		8079		~~422~~440		1927
Commercial real estate		21,~~619~~884		21,~~619~~884		~~341~~329		21,~~622~~910		5558
Home equity, home improvement and second mortgages		31-		31-		32-		31-		-
Commercial operating and term		59209		59209		29181		65221		26
Consumer		67		67		35		63		-1
Vehicle		32		32		32		38		-
Total	$	3,~~631~~564	$	3,~~631~~564	$	~~488~~596	$	3,~~663~~741	$	89128

	December 31, 2014
	Unpaid				Allowance for		Average		Interest
	Principal		Recorded		Loan Losses		Recorded		Income
	Balance		Investment		Allocated		Investment		Recognized
With no related allowance recorded:
Residential real estate	$	461	$	461	$	-	$	505	$	27
With an allowance recorded:
Residential real estate		822		822		115		830		34
Commercial real estate		2,637		2,637		341		2,690		99
Home equity, home improvement and second mortgages		73		73		73		74		2
Commercial operating and term		63		63		32		-		2
Consumer		16		16		12		16		2
Total	$	4,072	$	4,072	$	573	$	4,115	$	166

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Allowance for loan losses:

	Three Months Ended June 30, 2015
	Three Months Ended September 30, 2015
	Balance,										Balance,
	Beginning		Charge-offs			Recoveries		Provision			Ending
Residential real estate	$	~~552~~528	$	(9-	)	$	-	$	(1549	)	$	~~528~~479
Commercial real estate		~~785~~786		-			-		1(83	)		~~786~~703
Agricultural real estate		~~155~~159		-			-		4(14	)		~~159~~145
Commercial construction real estate		-6		-			-		-8			-14
Residential construction real estate		46		-			-		81			127
Home equity, home improvement and second mortgages		~~474~~447		(8526	)		54		53(25	)		~~447~~400
Commercial operating and term		~~114~~117		-			-		3144			~~117~~261
Agricultural operating and term		2530		-			-		5(1	)		3029
Vehicle		3027		-			1-		(4-	)		27
Consumer		~~113~~78		(617	)		2650		(5551	)		7860
Total	$	2,~~252~~184	$	(~~100~~43	)	$	3254	$	-(70	)	$	2,~~184~~125

	Six Months Ended June 30, 2015
	Nine Months Ended September 30, 2015
	Balance,										Balance,
	Beginning		Charge-offs			Recoveries		Provision			Ending
Residential real estate	$	545	$	(9	)	$	9	$	(1766	)	$	~~528~~479
Commercial real estate		722		-			-		64(19	)		~~786~~703
Agricultural real estate		155		-			-		4(10	)		~~159~~145
Commercial construction real estate		12		-			-		~~(12~~2	)		-14
Residential construction real estate		13		-			-		(16	)		127
Home equity, home improvement and second mortgages		431		(89115	)		1418		9166			~~447~~400
Commercial operating and term		109		-			-		8152			~~117~~261
Agricultural operating and term		31		-			-		(12	)		3029
Vehicle		28		-			4		(5	)		27
Consumer		112		(926	)		3686		(61112	)		7860
Total	$	2,158	$	(~~107~~150	)	$	63117	$	70-		$	2,~~184~~125

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

	Three Months Ended June 30, 2014
	Three Months Ended September 30, 2014
	Balance,										Balance,
	Beginning		Charge-offs			Recoveries		Provision			Ending
Residential real estate	$	~~439~~484	$	(3	)	$	-11	$	489		$	~~484~~501
Commercial real estate		~~649~~712		-			-		63(16	)		~~712~~696
Agricultural real estate		~~127~~142		-			-		159			~~142~~151
Commercial construction real estate		98		-			7		~~(15~~14	)		122
Residential construction real estate		411		-			-		14(5	)		186
Home equity, home improvement and second mortgages		~~249~~314		(934	)		342		~~124~~80			~~314~~392
Commercial operating and term		9293		(1-	)		-		221			93114
Agricultural operating and term		1014		-			-		47			1421
Vehicle		3230		-			1		(34	)		3027
Consumer		~~214~~126		(114	)		1513		(~~102~~15	)		~~126~~110
Total	$	1,~~825~~934	$	(9821	)	$	5727	$	~~150~~100		$	12,~~934~~040

	Six Months Ended June 30, 2014
	Nine Months Ended September 30, 2014
	Balance,										Balance,
	Beginning		Charge-offs			Recoveries		Provision			Ending
Residential real estate	$	433	$	(36	)	$	-11	$	5463		$	~~484~~501
Commercial real estate		624		-			7		8165			~~712~~696
Agricultural real estate		130		-			-		1221			~~142~~151
Commercial construction real estate		2		-			-		(120	)		122
Residential construction real estate		11		-			-		7(5	)		186
Home equity, home improvement and second mortgages		254		(~~177~~181	)		3739		~~200~~280			~~314~~392
Commercial operating and term		87		(1	)		-		728			93114
Agricultural operating and term		18		-			-		(43	)		1421
Vehicle		30		-			3		(36	)		3027
Consumer		135		(1024	)		3448		(3349	)		~~126~~110
Total	$	1,724	$	(~~191~~212	)	$	81108	$	~~320~~420		$	12,~~934~~040

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The ~~allowance~~recorded ~~for~~investment ~~loan~~in ~~losses~~loans and the ~~recorded~~allowance for ~~investment~~loan ~~in loans~~losses by portfolio segment and based on impairment method as of ~~June~~September 30, 2015 and December 31, 2014, are as follows:

	June 30, 2015
	September 30, 2015
	Individually		Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total
Allowance for loan losses:
Loans:
Residential real estate	$	80887	$	~~448~~60,204	$	~~528~~61,091
Commercial real estate		~~341~~2,459		~~445~~29,796		~~786~~32,255
Agricultural real estate		-		~~159~~40,469		~~159~~40,469
Commercial construction real estate		-		-2,827		-2,827
Residential construction real estate		-		121,319		121,319
Home equity, home improvement and second mortgages		32-		~~415~~33,031		~~447~~33,031
Commercial operating and term		29209		889,342		~~117~~9,551
Agricultural operating and term		-		309,839		309,839
Vehicle		32		242,718		272,720
Consumer		37		756,566		786,573
Total	$	~~488~~3,564	$	1196,~~696~~111	$	2199,~~184~~675

June 30, 2015

September 30, 2015

Individually

Collectively

Evaluated for

Impairment

Total

Loans:

Allowance for loan losses:

Residential real estate

~~913~~79

~~54,382~~400

~~55,295~~479

Commercial real estate

~~2,619~~329

~~29,957~~374

~~32,576~~703

Agricultural real estate

~~36,745~~145

Commercial construction real estate

~~1,154~~14

Residential construction real estate

~~1,061~~7

Home equity, home improvement and second mortgages

31-

~~31,558~~400

~~31,589~~400

Commercial operating and term

59181

~~6,780~~80

~~6,839~~261

Agricultural operating and term

~~6,825~~29

Vehicle

~~1,976~~25

~~1,979~~27

Consumer

~~6,277~~55

~~6,283~~60

Total

~~3,631~~596

~~176~~1,~~715~~529

~~180~~2,~~346~~125

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

	December 31, 2014
	Individually		Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total
Allowance for loan losses:
Residential real estate	$	115	$	430	$	545
Commercial real estate		341		381		722
Agricultural real estate		-		155		155
Commercial construction real estate		-		12		12
Residential construction real estate		-		13		13
Home equity, home improvement and second mortgages		73		358		431
Commercial operating and term		32		77		109
Agricultural operating and term		-		31		31
Vehicle		-		28		28
Consumer		12		100		112
Total	$	573	$	1,585	$	2,158

	December 31, 2014
	Individually		Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total
Loans:
Residential real estate	$	1,283	$	55,390	$	56,674
Commercial real estate		2,637		28,016		30,653
Agricultural real estate		-		38,128		38,128
Commercial construction real estate		-		4,035		4,035
Residential construction real estate		-		940		940
Home equity, home improvement and second mortgages		73		32,668		32,741
Commercial operating and term		63		5,655		5,718
Agricultural operating and term		-		7,714		7,714
Vehicle		-		1,671		1,671
Consumer		16		6,263		6,279
Total	$	4,072	$	180,481	$	184,553

Loans with a carrying value of $95,103 and $96,740 at June 30, 2015 and December 31, 2014, respectively, were pledged to secure borrowed funds.

	December 31, 2014
	Individually		Collectively
	Evaluated for		Evaluated for
	Impairment		Impairment		Total
Allowance for loan losses:
Residential real estate	$	115	$	430	$	545
Commercial real estate		341		381		722
Agricultural real estate		-		155		155
Commercial construction real estate		-		12		12
Residential construction real estate		-		13		13
Home equity, home improvement and second mortgages		73		358		431
Commercial operating and term		32		77		109
Agricultural operating and term		-		31		31
Vehicle		-		28		28
Consumer		12		100		112
Total	$	573	$	1,585	$	2,158

Loans with a carrying value of $92,639 and $96,740 at September 30, 2015 and December 31, 2014, respectively, were pledged to secure borrowed funds.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Related-party loans: The Company has entered into transactions with its executive officers, directors, significant shareholders, and their affiliates (related parties). The aggregate amounts of loans to such related parties at ~~June~~September 30, 2015 and December 31, 2014, were $~~134~~190 and $342, respectively. During 2015 and 2014, new loans to such related parties were $3497 and $185, respectively, and repayments were $~~146~~152 and $67, respectively. In the opinion of management, these loans have terms similar to other customer loans and do not present more than normal risk of collection.

Loans held for sale: As of ~~June~~September 30, 2015 and December 31, 2014, the Company’s loans held for sale were $31,~~567~~719 and $1,707, respectively, and consisted of one- to four-family residential real estate loans.

Interest rate lock commitments related to the origination of mortgage loans that will be sold are considered derivative instruments. The Company estimates the fair value of these derivatives using the difference between the guaranteed interest rate in the commitments and the current market interest rate. To reduce the net interest rate exposure arising from its loan sale activity, the Company enters into a commitment to sell these loans at the same time that the interest rate lock commitment is quoted. The commitments to sell loans are also considered derivative instruments, with offsetting estimated fair values based on changes in current market rates. These commitments are not designated as hedging instruments and, therefore, changes in fair value are recognized immediately into income. The fair values of the Company’s derivative instruments are offsetting and deemed to be immaterial.

Note 6. Loan Servicing

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of these loans as of ~~June~~September 30, ~~2015~~ 2015 and December 31, 2014, were $~~322~~320,~~992~~669 and $332,075, respectively, and consist of one- to four-family residential real estate loans. These loans are serviced primarily for the Federal Home Loan Mortgage Corporation, Federal Home Loan Bank and Federal National Mortgage Association.

Custodial escrow balances maintained in in connection with the foregoing loan servicing, and included in advances from borrowers for taxes and insurance, were $23,~~328~~176 and $2,347 at ~~June~~September 30, 2015 and December 31, 2014, respectively.

Mortgage servicing rights are summarized as follows for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014:

	June 30,			June 30,
	September 30,			September 30,
	2015			2014
Balance at beginning of year, net	$	1,886		$	1,952
Mortgage servicing rights capitalized		~~162~~251			~~107~~181
Amortization expense		(~~177~~275	)		(~~150~~239	)
Valuation provision change		-			-
Balance at end of period, net	$	1,~~871~~862		$	1,~~909~~894

The estimated fair value of mortgage ~~servicing~~ servicing rights was $2,~~666~~143 and $2,578 at ~~June~~September 30, 2015 and December 31, 2014, respectively. At ~~June~~September 30, 2015 and December 31, 2014, the valuation allowance was $15 and $15, respectively.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 7. Stockholders’ Equity, Regulatory Capital and Dividend Restrictions

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by ~~regulation~~ regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of ~~total~~ common equity Tier I, ~~and~~ Tier I capital and total capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of ~~June~~September 30, 2015, that the Bank meets all capital adequacy requirements to which itthey isare subject.

As of ~~June~~September 30, 2015, the most recent ~~notification~~ notification of the Federal Deposit Insurance Corporation categorized the Bank as “well capitalized” under the regulatory ~~framework~~ framework for Prompt Corrective Action. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, common equity Tier I, Tier I risk-based, and Tier I leverage ratios. There are no conditions or events since that notification that management believes have changed the Bank’s category.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The following table summarizes the Bank’s compliance with its regulatory capital requirements:

											Minimum to Be Well
						Minimum					Capitalized Under
						for Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
	Amount		Percent			Amount		Percent			Amount		Percent
Bank as of June 30, 2015:
Bank as of September 30, 2015:
Tier I capital (to average assets)	$	2528,~~007~~221		910.9437	%	$	10,~~059~~884		4.00	%	$	1213,~~574~~605		5.00	%
Tier I capital common equity (to risk weighted assets)		2528,~~007~~221		1411.5137	%		711,~~754~~166		4.50	%		1116,~~200~~129		6.50	%
Tier I capital (to risk weighted assets)		2528,~~005~~221		1411.5137	%		1014,~~338~~889		6.00	%		1319,~~784~~851		8.00	%
Total risk based capital (to risk weighted assets)		2730,~~196~~384		1512.7824	%		1319,~~784~~851		8.00	%		1724,~~230~~814		10.00	%
Bank as of December 31, 2014:
Tier I capital (to average assets)		25,380		9.90	%		10,255		4.00	%		12,819		5.00	%
Tier I capital (to risk weighted assets)		25,380		13.58	%		7,478		4.00	%		11,217		6.00	%
Total capital (to risk weighted assets)		27,566		14.74	%		14,956		8.00	%		18,695		10.00	%

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 8. Earnings Per Share

A reconciliation of the income and common stock share amounts used in the calculation of basic and diluted earnings per share follows:

Three Months Ended June 30, 2015

Three Months Ended September 30, 2015

Per Share

Income

Amount

Basic earnings per share:

Net income

~~550~~3,420

~~737~~738,~~100~~439

04.7563

Effect of dilutive securities:

Stock options

~~349~~432

Diluted earnings per share:

Net income plus assumed conversions

~~550~~3,420

~~737~~738,~~449~~871

04.7563

Six Months Ended June 30, 2015

Nine Months Ended September 30, 2015

Per Share

Income

Amount

Basic earnings per share:

Net income

14,~~043~~463

~~739~~759,~~453~~012

15.4188

Effect of dilutive securities:

Stock options

~~349~~432

Diluted earnings per share:

Net income plus assumed conversions

14,~~043~~463

~~739~~759,~~802~~444

15.4188

Three Months Ended June 30, 2014

Three Months Ended September 30, 2014

Per Share

Income

Amount

Basic earnings per share:

Net income

96518

~~760~~757,~~546~~323

0.1368

Effect of dilutive securities:

Stock options

1,~~070~~218

Diluted earnings per share:

Net income plus assumed conversions

96518

~~761~~758,~~616~~541

0 .1368

Three Months Ended June 30, 2015

Nine Months Ended September 30, 2014

Per Share

Income

Amount

Basic earnings per share:

Net income

~~347~~865

~~761~~760,~~808~~297

01.4514

Effect of dilutive securities:

Stock options

1,~~070~~218

Diluted earnings per share:

Net income plus assumed conversions

~~347~~865

~~762~~761,~~878~~515

01.4514

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

AsAt ofSeptember ~~June~~ 30, 2015, ~~and~~all ~~2014~~options were included in the dilutive earnings per share computation. At September 30, 72014,~~900~~ ~~and~~ 15,850 options, ~~respectively,~~ are not included in the dilutive earnings per share computation because their inclusion would be antidilutive.

Note 9. Financial Instruments With Off-Balance-Sheet Risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include primarily commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit on loans totaled approximately $44,~~825~~ 312 and $38,110 at ~~June~~September 30, 2015 and December 31, 2014, respectively.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but normally includes real estate and personal property.

Note 10. Fair Value Measurements

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1:

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date

Level 2:

Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data

Level 3:

Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Investment securities available for sale: The fair values of exchange-listed equity securities are based on quoted market prices and are categorized as Level 1 of the fair value hierarchy. The fair values of debt securities were generally determined based on matrix pricing. Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings and prepayment speeds. Fair values determined using matrix pricing are categorized as Level 2 in the fair value hierarchy.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Redeemable common stock: The Company has certain shares of common stock outstanding whereby the holder may put its shares to the Company for cash. This redeemable common stock is recorded at its fair value in the mezzanine equity section of our consolidated balance sheets and changes in fair value are recorded in retained earnings. The fair value of a share of common stock was determined by applying a market valuation approach based upon comparative financial and pricing analysis of the Company with a peer group of publicly traded financial institutions. The comparative financial analysis is based on three types of market pricing ratios: price to earnings, price to book (or price to tangible book) and price to assets, with a greater emphasis given to price to earnings and price to book value. Valuations include assumptions not observable in the marketplace, and the related fair value measurements have been categorized as Level 3 measurements.

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets, using fair value measurements in accordance with generally accepted accounting principles.

Impaired loans: The specific reserves for collateral-dependent impaired loans are based on the fair value of the collateral less estimated costs to sell. The fair value of collateral was determined based on appraisals, with further adjustments made to the appraised values due to various factors, including the age of the appraisal, age of comparables included in the appraisal, and changes in the market and in the collateral. As these significant adjustments are based on unobservable inputs, the resulting fair value measurements have been categorized as Level 3 measurements.

Foreclosed real estate: Foreclosed real estate is recorded at fair value based on property appraisals, less estimated selling costs, at the date of transfer. The carrying value of foreclosed real estate is not remeasured to fair value on a recurring basis, but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs. Property appraisals are based on assumptions generally not observable in the marketplace, and the related nonrecurring fair value measurement adjustments have generally been classified as Level 3.

Mortgage servicing rights: Mortgage servicing rights are initially measured at fair value in the Company’s consolidated balance sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with ASC Topic 860, the Company must record impairment charges when the carrying value of certain strata exceeds their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing, and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceeds estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The following tables summarize assets and ~~liabilities~~ liabilities measured at fair value as of ~~June~~September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within ~~the~~ the fair value hierarchy utilized to measure fair value:

June 30, 2015

September 30, 2015

Level 1

Level 2

Level 3

Total

Inputs

Fair Value

Recurring:

Investment securities available for sale:

Residential mortgage-backed securities

2122,~~923~~381

SBA pools

12,~~680~~646

Obligations of states and political subdivisions

910,~~101~~343

Government-sponsored enterprise equity securities

~~118~~125

Redeemable common stock

(2,~~383~~257

)

(2,~~383~~257

)

Nonrecurring:

Foreclosed real estate

31,~~199~~975

Collateral-dependent impaired loans

31,~~143~~914

Mortgage servicing rights

~~624~~315

	December 31, 2014
	Level 1		Level 2		Level 3			Total
	Inputs		Inputs		Inputs			Fair Value
Recurring:
Investment securities available for sale:
Residential mortgage-backed securities	$	-	$	22,545	$	-		$	22,545
SBA pools		-		1,832		-			1,832
Obligations of states and political subdivisions		-		9,698		-			9,698
Government-sponsored enterprise equity securities		-		102		-			102
Redeemable common stock		-		-		(2,533	)		(2,533	)
Nonrecurring:
Foreclosed real estate		-		-		3,656			3,656
Collateral-dependent impaired loans		-		-		3,002			3,002
Mortgage servicing rights		-		-		646			646

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The following tables present additional quantitative information about the unobservable inputs used in the fair value measurement of mortgage servicing rights measured on a non-recurring basis that were categorized within Level 3 of the fair value hierarchy:

Fair Value at June 30, 2015

Valuation Technique

Unobservable Input

Range

Fair Value at September 30, 2015

Valuation Technique

Unobservable Input

Range

(in thousands)

Mortgage servicing rights

~~624~~315

Discounted cash flows(1)

Prepayment PSA

~~157 – 335~~

157 – 335

Discount rate

~~8.50% – 9.25%~~

8.50% – 9.25%

Maturity (months) WAM

~~37 – 325~~

37 – 325

Costs to service

~~$65 - $750~~

$65 - $750

Fair Value at
December 31,
2014

Valuation Technique

Unobservable Input

Range

(in thousands)

Mortgage servicing rights

646

Discounted cash flows⁽¹⁾

Prepayment PSA

157- 335

Discount rate

8.50% – 9.25%

Maturity (months) WAM

37- 325

Costs to service

$65 - $750

(1) The estimated fair value on mortgage servicing rights is determined through a cash flow analysis performed at the loan level and is based on the objective attributes of the portfolio (i.e., note rate, loan amount, etc.) and industry assumptions used in the marketplace.

There was no change in the per share fair value of of redeemable common stock, which is a recurring fair value measurements using significant unobservable inputs (Level 3), between December 31, 2014 and ~~June~~September 30, 2015.

For the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 there were no transfers in or out of Levels 1, 2, and 3.

ASC Topic 825 requires disclosure of the ~~fair~~ fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not ~~recognized~~ recognized at fair value on a recurring basis or nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are recognized at fair value on a recurring or nonrecurring basis are discussed above. ~~The methodologies for financial assets and financial liabilities are discussed in Note 1 of the consolidated financial statements for the year ended December 31, 2014.~~

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

The estimated fair values of the Company’s financial instruments are as follows:

June 30,

December 31,

September 30,

December 31,

2015

~~2015~~

2014

~~2014~~

Level in Fair Value

Carrying

~~Carrying~~

Fair

~~Fair~~

Carrying

~~Carrying~~

Fair

~~Fair~~

Hierarchy

Amount

~~Amount~~

Value

~~Value~~

Amount

~~Amount~~

Value

~~Value~~

Financial assets:

Cash and cash equivalents

Level 1

~~Level 1~~

9,896

~~19,865~~

9,896

~~19,865~~

14,373

~~14,373~~

14,373

~~14,373~~

Certificates of deposit

Level 2

~~Level 2~~

9,521

~~1,241~~

9,521

~~1,241~~

4,181

~~4,181~~

4,181

~~4,181~~

Federal funds sold

Level 2

~~Level 2~~

3,000

~~3,000~~

3,000

~~3,000~~

2,000

~~2,000~~

2,000

~~2,000~~

Securities available for sale

Level 2

~~Level 2~~

35,495

~~32,822~~

35,495

~~32,822~~

34,177

~~34,177~~

34,177

~~34,177~~

Federal Home Loan Bank stock

Level 2

~~Level 2~~

2,036

~~2,068~~

2,036

~~2,068~~

2,079

~~2,079~~

2,079

~~2,079~~

Loans held for sale

Level 2

~~Level 2~~

1,719

~~3,567~~

1,719

~~3,567~~

1,707

~~1,707~~

1,707

~~1,707~~

Loans receivable, net

Level 2

~~Level 2~~

197,336

~~177,859~~

201,241

~~177,463~~

182,050

~~182,050~~

183,219

~~183,219~~

Accrued interest receivable

Level 2

~~Level 2~~

1,252

~~966~~

1,252

~~966~~

834

~~834~~

834

~~834~~

Mortgage servicing rights

Level 3

~~Level 3~~

1,862

~~1,871~~

2,143

~~2,666~~

1,886

~~1,886~~

2,578

~~2,578~~

Financial liabilities:

Deposits

Level 2

~~Level 2~~

232,714

~~220,860~~

232,131

~~214,033~~

221,972

~~221,972~~

215,199

~~215,199~~

Advances from borrowers for taxes and insurance

Level 2

~~Level 2~~

3,639

~~2,621~~

3,639

~~2,621~~

2,630

~~2,630~~

2,630

~~2,630~~

Accrued interest payable

Level 2

~~Level 2~~

Redeemable common stock

Level 3

~~Level 3~~

2,257

~~2,383~~

2,257

~~2,383~~

2,533

~~2,533~~

2,533

~~2,533~~

Note 11. ~~Subsequent~~ ~~Events~~Business Combination

OnEffective ~~November~~July 1416, ~~2014~~2015, the Company ~~entered into~~completed anits ~~agreement~~previously ~~and~~reported ~~plan~~acquisition of ~~conversion merger with~~ St. James Federal Savings and Loan Association, St. James, Minnesota (St. James), in a ~~federal mutual savings~~conversion ~~association~~merger transaction. ~~Under~~ As a result of the ~~plan~~conversion merger transaction, St. James converted from a mutual to stock ~~form~~institution and merged with and into the Bank~~. On July 16~~, ~~2015,~~ with the ~~conversion~~Bank ~~merger~~as ~~was~~the ~~completed~~surviving byinstitution. ~~acquiring~~The Company acquired 100% of the voting shares of St. James. The Company ~~sold~~issued and ~~issued~~ sold 78,736 shares of ~~its~~ common stock at a price of $27.36 per share, which reflected a 5% discount on the 30 day average price as prescribed in the merger agreement. The shares were offered to depositor and borrower members of St. James in a subscription offering and to stockholders of the Company and members of the general public in a community offering. The Company’s ESOP acquired 8%, or 6,299 shares, of the newly issued shares using funds borrowed from the Company. ~~Since~~ ~~the~~The ~~shares~~fair value ~~were~~of ~~offered~~consideration paid to the prior depositors and borrowers of St. James atwas adetermined 5%to ~~discount~~approximate tozero. ~~the~~Gross ~~average~~offering proceeds ~~bid~~totaled ~~and~~approximately ~~ask~~$2,154, ~~quotation~~including ~~for~~$172 30purchased ~~trading~~by ~~days~~the ~~prior~~Company’s toESOP. ~~the~~As ~~final~~a ~~prospectus,~~result of the ~~fair~~stock offering, ~~value~~the Company had 814,758 shares of common stock outstanding as of the ~~consideration~~close ~~paid~~of ~~was~~business ~~determined~~on toJuly ~~approximate~~16, ~~zero~~2015. St. James’ sole office, located in St. James, Minnesota, has become a branch office of the Bank. The Company’s primary reasons for the acquisition are to provide for asset growth, improve capital and competitive ~~position~~positions, and increase the limit on loans to one borrower.

An estimate of the contractual amounts receivable for loans that are not expected to be collected has not been determined yet, since the initial accounting for the acquisition is incomplete, as noted below.

Table of Contents

Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

~~The~~Note ~~following~~11. ~~table~~Business ~~presents~~Combination ~~pro forma financial information assuming the acquisition occurred on January 1, 2014:~~(continued)

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Revenues	$	3,580	$	3,256	$	7,082	$	6,540
Net income	$	591	$	102	$	1,116	$	386
Diluted net income per share	$	0.72	$	0.12	$	1.36	$	0.46
Diluted weighted-average shares		816,185		840,352		818,538		841,614

The Company has determined that the acquisition constitutes a business combination as defined by the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values as required by the guidance. Fair values were determined based on the requirements of ASC Topic 820, Fair Value Measurements.

The ~~preliminary~~determination ~~allocation~~ of ~~the~~these ~~consideration~~fair values required ~~paid~~management ~~for~~to ~~the~~make ~~acquired~~estimates about discount rates, future expected cash flows, market conditions and other future events which are highly subjective in nature. The assets acquired and liabilities assumed ~~liabilities~~in the transaction are aspresented ~~follows:~~at estimated fair value on the acquisition date.

Cash and cash equivalents	$	6,938
Securities		1,053
Loans (contractual amount $17,434)		17,102
Core deposit intangible		287
Other assets		683
Total assets		26,063
Deposits	$	22,971
Other liabilities		38
Total liabilities		23,009
Net assets acquired	$	3,054
Fair value of consideration	$	-
Estimated bargain purchase gain		3,054
Total	$	3,054

The Company recorded the following assets and liabilities as of July 16, 2015. The discounts and premiums resulting from the fair value adjustments will be accreted or amortized over the anticipated lives of the underlying assets and liabilities. The excess fair value of assets acquired over liabilities assumed, resulted in a $2,848 bargain purchase gain. The merger resulted in a gain because of the legal and financial barriers that St. James would have incurred to convert to a stock form of ownership in a stand-alone transaction, including the related transaction costs associated with a conversion and stock issuance. The bargain purchase gain was recorded in non-interest income in the Company’s consolidated statements of income for the three and nine months ended September 30, 2015.

The merger is expected to result in a gain because of the legal and financial barriers to completing the merger, including the related transaction costs associated with the conversion merger and stock issuance.

	July 16, 2015
Recognized amounts of identifiable assets acquired and liabilities assumed
Fair value of assets acquired
Cash	$	1,337
Certificates of deposit		5,616
Securities – available for sale		995
Loans		17,506
Premises and equipment		366
Real estate owned		35
Accrued interest and other assets		131
Core deposit intangible		208
Total assets acquired	$	26,194

Fair value of liabilities assumed
Deposits	$	23,043
Deferred tax liability		238
Accrued interest and other liabilities		65
Total liabilities assumed	$	23,346

Net assets acquired	$	2,848

The ~~above~~fair ~~allocation~~value ~~assumes~~of the ~~core~~loan ~~deposit~~portfolio was estimated ~~intangible~~by ~~value~~performing isa ~~1.25%~~discounted ofcash ~~deposits~~flow analysis. The ~~fair~~valuation ~~value~~was ofperformed ~~other~~at ~~assets~~the ~~acquired~~loan ~~and~~level ~~liabilities~~on ~~assumed~~real ~~are~~estate ~~based~~loans ~~upon historical~~and ~~carrying~~at ~~amounts. These~~the ~~allocations~~cohort level ~~are~~for ~~not~~all ~~final~~other asloan ~~valuation~~types, ~~procedures~~and tois ~~determine~~based ~~their~~on ~~acquisition date~~the ~~fair~~objective ~~value~~attributes ~~have~~of ~~not~~the ~~been~~loans ~~completed~~in ~~yet~~the portfolio (e. ~~Final~~g., ~~fair~~the ~~value~~rate ~~computations~~of ~~are~~interest on ~~expected~~the toloan, bethe ~~based~~original onterm ~~discounted~~of ~~expected cash~~the ~~flows~~loan, ~~among~~the ~~other~~current ~~valuation~~term ~~techniques. The amount~~ of ~~bargain~~the ~~purchase~~loan, ~~gain~~etc.) toand becurrent ~~recognized~~statistical isperformance ~~dependent~~variables ~~upon~~used in the ~~determination~~market ~~of these fair values~~place.

Stock issuance costs incurred through June 30, 2015 totaled $740. These costs have been deferred and recognized as an other asset. During the third quarter of 2015, total stock issuance costs will be offset against the proceeds of the offering, which will be recognized as paid-in capital.

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Wells Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Per Share Data)

Note 11. Business Combination (continued)

The analysis was based on the contractually specified amounts of principal and interest to be received modified by our estimates of prepayment, default and loss severity to be experienced prospectively. The prepayment, default and loss severity assumptions were applied at the loan level based on the characteristics of the loan.

The composition of the acquired loans at July 16, 2015 was as follows:

	Contractual Amount		Fair Value Adjustments			Fair Value
Residential real estate	$	6,480	$	74		$	6,554
Revolving, open end residential real estate		336		(1	)		335
Agricultural real estate		5,437		57			5,494
Agricultural operating and term		2,588		2			2,590
Commercial real estate		1,262		2			1,264
Automobile loans		721		(8	)		713
Other consumer		602		(46	)		556
Total	$	17,426	$	80		$	17,506

The Company estimates that $79 of the contractual amounts receivable for loans acquired will not be collected.

The following table presents pro forma financial information assuming the acquisition occurred on January 1, 2014:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenues (interest and noninterest income)	$	3,614	$	3,403	$	10,419	$	9,547
Net income	$	542	$	507	$	1,641	$	888
Diluted net income per share	$	0.66	$	0.61	$	1.96	$	1.06
Diluted weighted-average shares	$	0.66	$	0.61	$	1.96	$	1.06

The bargain purchase gain is excluded from the pro forma table above.

To determine pro forma information, the Company adjusted its three and nine months ended September 30, 2015 and three and nine months ended September 30, 2014 historical results to include the historical results of St. James.

Stock issuance costs incurred totaled $1,147. The stock issuance costs were offset against the proceeds of the offering, which was recognized as paid-in capital.

Merger costs of $332 and $334 were expensed during the three and nine months ended September 30, 2015, respectively. Merger costs of $9 and $27 were expensed during the three and nine months ended September 30, 2014.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The Company may from time to time make written or oral “forward-looking statements” including statements contained in this report and in other communications by the Company which are made in good faith pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, such as statements of the Company’s plans, objectives, estimates and intentions, involve risks and uncertainties and are subject to change based on various important factors (some of which are beyond the Company’s control). The following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of the products and services by users, including the features, pricing and quality compared to competitor’s products and services; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; acquisitions; changes in consumer spending and savings habits; and the success of the Company at managing the risks involved in the foregoing.

The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

General

The Company’s primary source of income is the Bank’s net income. The Bank’s primary source of net income is its net interest income, which is determined by (i) the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (interest rate spread) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. The Bank’s interest rate spread is affected by regulatory, economic, and competitive factors that influence interest rates, loan demand, and deposit flows. In order to maintain interest rate spread and reduce interest rate risk, management has elected to diversify the Bank’s loan portfolio by emphasizing its investment in agriculture and commercial mortgages, agricultural and commercial operating and term loans and consumer loans.

The Bank’s secondary sources of income are, primarily, the gain on sale of loans originated for sale and loan servicing fees. When comparing the first ~~quarter~~nine ofmonths ~~2015~~of 2015 with the first ~~quarter~~nine months of 2014, ~~the~~a greater volume of loans were originated and sold to the secondary market ~~was relatively constant~~.

The operations of the Bank and the entire banking industry are significantly affected by prevailing economic conditions, competition, and the monetary and fiscal policies of the federal government and governmental agencies. The demand for and supply of housing, competition among lenders, the level of interest rates, and the availability of funds influence lending activities. Deposit flows and costs of funds are influenced by prevailing market rates of interest, primarily on competing investments, account maturities, and the levels of personal income and savings in the Bank's market area.

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Comparison of Financial Condition at June 30, 2015 and December 31, 2014

At June 30, 2015, total assets were $251.3 million, a decrease of $525,000 from $251.8 million at December 31, 2014. Decreases in loans receivable and securities available for sale were partially offset by increases in cash, fed funds sold and loans held for sale.

Securities available for sale decreased from $34.2 million at December 31, 2014 to $32.8 million at June 30, 2015. Maturities and principal repayments of mortgage backed securities and obligations of state and political subdivisions totaling $3,354,000 and $928,000, respectively, were only partially offset by the purchase of $3,124,000 in new securities.

Loans held for sale increased from $1.7 million at December 31, 2014 to $3.6 million at June 30, 2015. On December 31, 2014 and June 30, 2015, the Company had firm commitments to sell the loans that were classified as held for sale. Loans receivable decreased by $4.2 million, or 2.3%, from $182.1 million at December 31, 2014 to $177.9 million at June 30, 2015. The decrease in loans receivable resulted primarily from decreases in commercial construction and agricultural real estate loans.

In accordance with the Bank’s internal classification of assets policy, management evaluates the loan portfolio on a quarterly basis to identify and determine the adequacy of the allowance for loan losses. As of June 30, 2015 and December 31, 2014, the balance in the allowance for loan losses and the allowance for loan losses as a percentage of total loans were $2.2 million and 1.20% and 1.17%, respectively.

Loans on which the accrual of interest had been discontinued amounted to $1.9 million and $1.0 million at June 30, 2015 and December 31, 2014, respectively. The Company considers all nonaccrual loans impaired. The amount of impaired loans at June 30, 2015 and December 31, 2014 was $3.6 million and $4.1 million, respectively and the related allowance for loan loss for these loans was $488,000 and $573,000, respectively.

Foreclosed real estate decreased to $3.2 million at June 30, 2015 from $3.7 million at December 31, 2014, as the Company disposed of three properties during the six months ended June 30, 2015. At June 30, 2015, foreclosed real estate consisted of three residential and eight commercial properties.

Liabilities decreased by $1.1 million, from $225.2 million at December 31, 2014 to $224.1 million at June 30, 2015. This decrease resulted from a $1.1 million decrease in deposits.

Stockholders’ equity increased by $716,000 from $24.1 million at December 31, 2014 to $24.8 million at June 30, 2015. The increase in stockholders’ equity resulted, primarily, from net income of $1,043,000 being partially offset by payments of $266,000 in cash dividends and the purchase of $165,000 in treasury stock.

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Comparison of ~~Operating~~Financial ~~Results~~Condition ~~for~~at ~~the~~September ~~Three and Six Months Ended June~~ 30, 2015 and December 31, 2014

~~General. Net~~At ~~income~~September ~~increased by $454,000 and $696,000, or 472.9% and 200.6% for the three and six months ended June~~ 30, 2015, ~~respectively,~~total ~~when~~assets ~~compared~~were ~~to the same periods in 2014. Diluted earnings per share increased by~~ $0268.~~62 and $0.96 for the three and six months ended~~6 ~~June 30~~million, ~~2015,~~an ~~respectively,~~increase ~~when~~of ~~compared to the three and six months ended June 30, 2014~~$16. ~~Net~~8 ~~interest~~million ~~income~~from ~~increased by~~ $~~129,000 and $401,000, or 6~~251.5%8 ~~and~~million ~~10.2%,~~at inDecember ~~the three and six months ended June 30~~31, ~~2015, respectively, when compared to the same periods in~~ 2014. ~~When~~Increases ~~comparing~~in ~~the~~loans ~~three~~receivable and ~~six~~securities ~~months~~available for ~~ended~~sale ~~June~~that ~~30,~~were ~~2015~~recorded ~~to the same periods~~ in ~~2014,~~ the ~~provision~~acquisition ~~for loan~~of ~~loss~~St. ~~decreased~~James byFederal ~~$150,000~~Savings and ~~$250,000,~~Loan ~~respectively,~~Association ~~and noninterest income increased by $222,000 and $226,000, respectively~~(St. ~~Increases~~ inJames) ~~net interest income and noninterest income and the decrease in provision for loan loss~~ were the primary reasons ~~for~~ for the increase in ~~earnings~~assets.

~~Interest~~Securities ~~Income. Interest income~~available ~~increased~~for bysale ~~$83,000~~increased ~~and~~ from $~~312,000, or 3~~34.9%2 ~~and~~million ~~7.3%,~~at ~~for~~December ~~the three and six months ended June 30~~31, ~~2015~~2014 ~~when compared~~ to ~~the~~ ~~three~~$35.5 ~~and~~million ~~six~~at ~~months~~September ~~ended June~~ 30, ~~2014, as an increase in interest income from loans receivable more than offset a decrease in interest income from investments~~2015. ~~The~~Purchases ~~changes~~of inmortgage ~~interest income from the loan portfolio and investment~~ backed-securities and ~~other~~obligations ~~interest~~of ~~bearing~~state ~~deposits resulted, primarily, from changes in the average balances~~ and ~~yields~~political onsubdivisions ~~those~~totaling ~~interest earning assets. For the three months ended June 30~~$5, ~~2015~~055,000 ~~the~~and ~~average balance of loans receivable increased~~ $~~15.2 million, or 9.~~1%, ~~which more than offset a 17 basis point decline in yield. For the same period~~707, ~~average investments decreased $6.9 million~~000, ~~or 11.4%~~respectively, ~~which~~were ~~offset~~only apartially ~~one~~offset ~~basis~~by ~~point increase in yield. For~~ the ~~six months ended June 30, 2015 the average balance~~maturities ofand ~~loans~~principal ~~receivable~~repayments ~~increased~~totaling $~~15.8 million, or 9.~~5%, ~~and the yield decreased by 3 basis points. Average investments decreased $8.6 million~~380, ~~or 14~~000.0%, and the yield on investments increased by 1 basis point. As a result of the increase in loans as a percentage of earning assets, however, the yield on interest-earning assets increased by 15 basis points between the six-month periods.

~~Interest~~Loans ~~Expense. Interest expense~~held onfor ~~deposits~~sale ~~decreased~~stayed byrelatively ~~$46,000~~constant at ~~and~~ $~~89,000,~~1.7 ormillion ~~29.9%~~at ~~and~~December ~~28.3%~~31, ~~for~~2014 ~~the three~~ and ~~six~~September ~~months, respectively ended June~~ 30, 2015. ~~when~~On ~~compared~~December to31, ~~the~~2014 ~~three~~ and ~~six~~September ~~months ended June~~ 30, ~~2014. These~~2015, ~~changes~~the ~~resulted~~Company ~~from~~had ~~changes~~firm commitments into sell the ~~average balances~~loans ~~and~~that ~~interest~~were ~~rates. Although~~classified ~~average~~as ~~interest~~held ~~bearing~~for ~~liabilities~~sale. Loans receivable increased by $615.3 million, or 38.04%, ~~to $220.3~~from ~~million for the three months ended June 30, 2015 compared to~~ $~~214~~182.01 million ~~for~~at ~~the~~December ~~three months ended June 30~~31, 2014, ~~the average cost of interest-bearing liabilities decreased 9 basis points~~ to 0$197.~~20%~~3 ~~for~~million ~~the~~at ~~three~~September ~~months ended June~~ 30, 2015 ~~compared to 0~~.~~29% for~~ ~~the~~The ~~three~~increase ~~months~~in ~~ended~~loans ~~June~~receivable ~~30,~~resulted ~~2014. Although average interest-bearing liabilities increased $5.2 million to $220.0~~primarily ~~million~~from ~~for~~ the ~~six months ended June 30, 2015, compared to~~ $~~214~~17.85 million ~~for~~in ~~the~~loans ~~six~~acquired ~~months~~in ~~ended June 30, 2014,~~ the ~~average cost~~conversion/merger ofwith ~~interest-bearing liabilities decreased 9 basis points to 0~~St.~~20%~~ ~~for the six months ended June 30, 2015 from 0~~James.~~29% for the six months ended June 30, 2014, reflecting the continued low interest rate environment.~~

~~Net~~In ~~Interest~~accordance ~~Income. Net interest~~with ~~income increased by $129,000 and $401,000, or 13.9% and 10.2%, for~~ the ~~three and six months ended June 30, 2015, respectively,~~ ~~when~~Bank’s ~~compared~~internal toclassification ~~the~~of ~~same~~assets ~~periods in 2014~~policy, ~~due~~management toevaluates the ~~changes~~loan inportfolio ~~interest~~on ~~income~~a ~~and~~quarterly ~~interest expense described above. For the three months ended June 30, 2015, the interest rate spread increased by 10~~ basis ~~points~~ to ~~3.57%~~identify and ~~compared~~determine ~~to 3.47% for~~ the ~~three~~adequacy ~~months ended June 30, 2014 as a result~~ of ~~a 9 basis point decrease in~~ the ~~average~~allowance ~~cost~~for ofloan ~~interest-bearing liabilities to 0~~losses.~~20%~~ ~~for~~As ~~the~~of ~~three~~September ~~months ended June~~ 30, 2015, ~~from~~and ~~0.29%~~December ~~for the three months ended June 30~~31, 2014, ~~and~~the abalance ~~one basis point increase~~ in the ~~average yield on interest-earning assets to 3.77% for the three months ended June 30, 2015 from 3.76%~~ ~~for~~allowance ~~the three months ended June 30, 2014. The Company’s net interest margin improved 10 basis points to 3.59%~~ for ~~the~~loan ~~three~~losses ~~months~~and ~~ended June 30, 2015 compared to 3.49% for~~ the ~~three~~allowance ~~months ended June 30, 2014. The Company’s interest rate spread increased by 24 basis points to 3.68%~~ for ~~the~~loan ~~six~~losses ~~months ended June 30, 2015, compared to 3.44% for the six months ended June 30, 2014~~ as ~~the~~a ~~result~~percentage of atotal 15loans ~~basis~~was ~~point increase in the average yield on interest-earning assets to 3~~$2.~~88%~~1 inmillion ~~the~~and ~~six months ended June 30, 2015 from 3~~$2.~~73%~~2 inmillion ~~the six months ended June 30, 2014~~ and ~~a 9 basis point~~ ~~decrease in the average cost of interest-bearing liabilities to 0~~1.201% inand ~~the six months ended June 30, 2015 from 0~~1.292% ~~in the six months ended June 30~~, ~~2014~~respectively. ~~The Company’s net interest margin improved 24 basis points to 3.69% for the six months ended June 30, 2015 compared to 3.45% for the six months ended June 30, 2014.~~

Loans on which the accrual of interest had been discontinued amounted to $2.4 million and $1.0 million at September 30, 2015 and December 31, 2014, respectively. The Company considers all nonaccrual loans impaired. The amount of impaired loans at September 30, 2015 and December 31, 2014 was $3.6 million and $4.1 million, respectively and the related allowance for loan loss for these loans was $596,000 and $573,000, respectively.

Foreclosed real estate decreased to $2.0 million at September 30, 2015 from $3.7 million at December 31, 2014, as the Company disposed of eight properties during the nine months ended September 30, 2015. At September 30, 2015, foreclosed real estate consisted of two residential and six commercial properties.

Liabilities increased by $12.1 million, from $225.2 million at December 31, 2014 to $237.3 million at September 30, 2015 due, primarily, to the deposits that were assumed in the St. James conversion/merger.

Stockholders’ equity increased by $4.9 million from $24.1 million at December 31, 2014 to $29.0 million at September 30, 2015. The increase in stockholders’ equity resulted, primarily, from the retention of net income of $4,463,000, partially offset by payments of $412,000 in cash dividends and the purchase of $381,000 in treasury stock.

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~~Provision~~Comparison ~~for~~of ~~Loan~~Operating ~~Losses. The provision~~Results for ~~loan loss decreased by $150,000 and $250,000 for~~ the Three ~~three~~ and ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2015 ~~when compared to the same periods in 2014. The provision reflects management’s monitoring of the allowance for loan losses in relation to the size~~ and quality of the loan portfolio and adjusts the provision for loan losses to adequately provide for loan losses. Due to changes in economic conditions and changes in the composition of the loan portfolio, it is possible that the provision for loan losses may increase in future periods.2014

~~Noninterest Income~~General. ~~Noninterest~~ Net income increased by $~~222~~2,902,000 and $~~226~~3,598,000, or 560.2% and 416.0% for the three and ~~six~~nine months ended ~~June~~September 30, 2015, respectively, when compared to the same periods in 2014 due, primarily, to ~~increases~~the inbargain purchase gain onof ~~sale~~$2,848,000 ofthat ~~loans~~resulted from the conversion/merger with St. ~~During~~ James. See Note 11 in the ~~first~~accompanying ~~six~~financial statements for additional information. Diluted earnings per share increased by $3.99 and $4.92 for the three and nine months ofended September 30, 2015, arespectively, ~~higher~~when ~~volume~~compared ofto the three ~~loans~~and ~~were~~nine ~~originated~~months ended September 30, 2014. Net interest income increased by $398,000 and ~~sold~~$699,000, or 20.4% and 11.7%, in the three and nine months ended September 30, 2015, respectively, when compared to the ~~secondary~~same ~~market~~periods ~~than~~in ~~during~~2014. When comparing the ~~first~~three ~~six~~and nine months ofended September 30, 2015 to the same periods in 2014, the provision for loan loss decreased by $170,000 and $420,000, respectively, and noninterest income increased by $2,918,000 and $3,201,000, respectively. Increases in net interest income and noninterest income and the decrease in provision for loan loss were the primary reasons for the increase in earnings.

~~Noninterest~~Interest ~~Expense~~Income. ~~Noninterest expense~~ ~~decreased~~Interest income increased by $~~224~~275,000 and $~~235~~587,000, or 812.85% and 4.9.1%, for the three and ~~six~~nine months ended ~~June~~September 30, 2015 when compared to the three and ~~six~~nine months ended ~~June~~September 30, 2014. ~~due~~For the quarter ended September 30, 2015, interest income from both the loan and securities portfolios exceeded interest income from those portfolios for the same quarter in 2014. For the first nine months of 2015 an increase in interest income from loans receivable more than offset a decrease in interest income from investments. The changes in interest income from the loan portfolio and investment securities and other interest bearing deposits resulted, primarily, from changes in the average balances and yields on those interest earning assets. For the three months ended September 30, 2015, the average balance of loans receivable increased $19.6 million, or 11.3%, and the yield increased by eight basis points when compared to ~~decreases~~the same period in ~~compensation~~2014. For the same period, average investments increased by $485,000, or 0.1%, and ~~benefits~~the yield increased by four basis points. For the nine months ended September 30, 2015 the average balance of loans receivable decreased $2.4 million, or 1.4%, and the ~~expenses~~yield ~~related~~increased toby one basis point. Average investments decreased $5.2 million, or 8.5%, and the yield on investments ~~other~~increased ~~real~~by ~~estate~~one ~~owned~~basis point. As a result of the increase in loans as a percentage of earning assets, however, the yield on interest-earning assets increased by 13 basis points between the nine-month periods.

~~Income~~Interest ~~Tax~~ Expense. ~~Income tax~~ Interest expense on ~~increased~~deposits decreased by $~~271~~23,000 and $~~416~~212,000, or ~~430~~15.25% and ~~180~~37.07%, for the three ~~months~~ and ~~six~~nine months, respectively ended ~~June~~ September 30, 2015 when compared to the ~~same~~three ~~periods~~and innine ~~2014~~months ~~due~~ended toSeptember ~~the~~30, ~~increase~~2014. inThese ~~income~~changes ~~before~~resulted ~~income~~from ~~taxes. Income~~changes ~~tax~~in ~~expense~~the asaverage abalances ~~percent~~and ofinterest ~~income~~rates. ~~before~~Although ~~taxes~~average ~~was~~interest-bearing 37liabilities increased $17.9 million, or 8.3%, ~~and~~to 39$233.6%9 million for the three months ended ~~June~~September 30, 2015 ~~and~~compared to $216.0 million for the three months ended September 30, 2014, the ~~respectively~~average cost of interest-bearing liabilities decreased 6 basis points to 0.21% for the three months ended September 30, ~~and~~2015 38compared to 0.327% ~~and~~for 40the three months ended September 30, 2014. Although average interest-bearing liabilities increased $9.8 million to $225.5 million for the nine months ended September 30, 2015, compared to $215.7 million for the nine months ended September 30, 2014, the average cost of interest-bearing liabilities decreased 7 basis points to 0.21% for the ~~six~~nine months ended ~~June~~ September 30, 2015 ~~and~~from 0.28% for the nine months ended September 30, 2014, ~~respectively~~reflecting the continued low interest rate environment.

Net Interest Income. Net interest income increased by $398,000 and $699,000, or 20.4% and 11.7%, for the three and nine months ended September 30, 2015, respectively, when compared to the same periods in 2014, due to the changes in interest income and interest expense described above. For the three months ended September 30, 2015, the interest rate spread increased by 20 basis points to 3.74% compared to 3.54% for the three months ended September 30, 2014 as a result of a 14 basis point increase in the average yield of interest-bearing assets to 3.95% for the three months ended September 30, 2015 from 3.81% for the three months ended September 30, 2014 and a six basis point decrease in the average cost on interest-bearing liabilities to 0.21% for the three months ended September 30, 2015 from 0.27% for the three months ended September 30, 2014. The Company’s net interest margin improved 19 basis points to 3.75% for the three months ended September 30, 2015 compared to 3.56% for the three months ended September 30, 2014. The Company’s interest rate spread increased by 20 basis points to 3.67% for the nine months ended September 30, 2015, compared to 3.47% for the nine months ended September 30, 2014 as the result of a 13 basis point increase in the average yield on interest-earning assets to 3.88% in the nine months ended September 30, 2015 from 3.75% in the nine months ended September 30, 2014 and a 7 basis point decrease in the average cost of interest-bearing liabilities to 0.21% in the nine months ended September 30, 2015

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from 0.28% in the nine months ended September 30, 2014. The Company’s net interest margin improved 21 basis points to 3.69% for the nine months ended September 30, 2015 compared to 3.48% for the nine months ended September 30, 2014.

Provision for Loan Losses. The provision for loan loss decreased by $170,000 and $420,000 for the three and nine months ended September 30, 2015 when compared to the same periods in 2014. The provision reflects management’s monitoring of the allowance for loan losses in relation to the size and quality of the loan portfolio and adjusts the provision for loan losses to adequately provide for loan losses. Due to changes in economic conditions and changes in the composition of the loan portfolio, it is possible that the provision for loan losses may increase in future periods.

Noninterest Income. Noninterest income increased by $2,948,000 and $3,140,000 for the three and nine months ended September 30, 2015 when compared to the same periods in 2014 due, primarily, to the bargain purchase gain of $2,848,000 that resulted from the conversion/merger with St. James. See Note 11 in the accompanying financial statements for additional information. Increases in the gain on sale of loans held for sale also contributed to the increase in noninterest income. During the first nine months of 2015, a higher volume of loans were originated and sold to the secondary market than during the first nine months of 2014.

Noninterest Expense. Noninterest expense increased by $258,000 and decreased by $11,000, or 11.4% and 0.2%, for the three and nine months ended September 30, 2015 when compared to the three and nine months ended September 30, 2014 due, primarily, to increases in expenses related to other real estate owned during the three-month period and decreases in compensation and benefits and other expenses during the nine month period.

Income Tax Expense. Income tax expense increased by $256,000 and $672,000, or 278.3% and 208.0%, for the three months and nine months ended September 30, 2015 when compared to the same periods in 2014 due to the increase in income before income taxes. Income tax expense as a percent of income before taxes was 9.2% and 15.1% for the three months ended September 30, 2015 and 2014, respectively, and 18.2% and 27.2% for the nine months ended September 30, 2015 and 2014, respectively. The difference in income tax as percentage of income before taxes is due, primarily, to the non-taxable nature of the bargain purchase gain that was realized in the third quarter of 2015.

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Average Balances and Yields

The following table sets forth average balance sheets, average yields and costs, and certain other information at the date and for the periods indicated. All average balances are based on daily averages, unless otherwise noted. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2015								2014
	Average Balance			Interest		Average Yield/Cost			Average Balance			Interest		Average Yield/Cost
	(Dollars in thousands)
Interest earning assets:
Loans receivable (1)	$	~~181~~186,~~861~~436		$	46,~~237~~530		4.6667	%	$	~~166~~168,~~039~~853		$	35,~~877~~903		4.6966	%
Investments (2)		5355,~~220~~467			~~323~~508		1.2122	%		6160,~~860~~652			~~371~~548		1.2021	%
Total interest-earning assets		~~235~~241,~~081~~903			47,~~560~~038		3.88	%		~~227~~229,~~899~~505			46,~~248~~451		3.7375	%
Non interest-earning assets		15,~~940~~869								1716,~~103~~519
Total assets	$	~~251~~257,~~021~~772							$	~~245~~246,~~002~~024
Interest-bearing liabilities:
Savings, NOW and money market accounts (3)	$	~~155~~159,~~607~~846		$	4554		0.0605	%	$	~~139~~141,~~995~~616		$	4248		0.0604	%
Certificates of deposit		6465,~~385~~638			~~180~~296		0.5660	%		74,~~774~~056			~~272~~414		0.7375	%
Total interest-bearing liabilities		~~219~~225,~~992~~484			~~225~~350		0.2021	%		~~214~~215,~~769~~672			~~314~~462		0.2928	%
Non interest-bearing liabilities		4,~~034~~321								3,~~906~~965
Total liabilities		~~224~~206,~~026~~071								~~218~~219,~~675~~637
Equity (4)		2627,~~995~~967								26,~~327~~387
Total liabilities and equity	$	~~251~~230,~~021~~917							$	~~245~~246,~~002~~024
Net interest income				$	46,~~335~~688							$	35,~~934~~989
Interest rate spread (5)							3.6867	%							3.4447	%
Net interest margin (6)							3.69	%							3.4548	%
Ratio of average interest earning assets to average interest bearing liabilities		1.07	X							1.06	X

(1)

Average balances include non-accrual loans and loans held for sale.

(2)

Includes interest-bearing deposits in other financial institutions.

(3) Includes $4,~~982~~957,000 and $5,~~848~~288,000 in non-interest-bearing deposits for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

(4)

Consists of stockholders’ equity and mezzanine equity.

(5)

Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

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	Three Months Ended June 30,
	Three Months Ended September 30,
	2015								2014
	Average Balance			Interest		Average Yield/Cost			Average Balance			Interest		Average Yield/Cost
	(Dollars in thousands)
Interest earning assets:
Loans receivable (1)	$	~~181~~193,~~553~~189		$	2,~~062~~293		4.5475	%	$	~~166~~173,~~393~~575		$	12,~~960~~026		4.7167	%
Investments (2)		5358,~~808~~076			~~158~~185		1.1727	%		6057,~~702~~591			177		1.1623	%
Total interest-earning assets		~~235~~251,~~361~~265			2,~~220~~478		3.7795	%		~~227~~231,~~095~~166			2,~~137~~203		3.7681	%
Non interest-earning assets		16,~~275~~702								1715,~~311~~225
Total assets	$	~~251~~267,~~636~~967							$	~~244~~246,~~406~~391
Interest-bearing liabilities:
Savings, NOW and money market accounts (3)	$	~~157~~167,~~387~~012		$	2420		0.0605	%	$	~~140~~143,~~416~~539		$	2316		0.0705	%
Certificates of deposit		6266,~~960~~926			84105		0.5363	%		7372,~~596~~499			~~131~~132		0.7173	%
Total interest-bearing liabilities		~~220~~233,~~347~~938			~~108~~125		0.2021	%		~~214~~216,~~012~~038			~~154~~148		0.2927	%
Non interest-bearing liabilities		4,~~133~~557								3,~~987~~850
Total liabilities		~~224~~238,~~480~~495								~~217~~219,~~999~~888
Equity (4)		2729,~~156~~472								26,~~407~~503
Total liabilities and equity	$	~~251~~264,~~636~~912							$	~~244~~246,~~406~~391
Net interest income				$	2,~~112~~353							$	12,~~983~~055
Interest rate spread (5)							3.5774	%							3.4754	%
Net interest margin (6)							3.5975	%							3.4956	%
Ratio of average interest earning assets to average interest bearing liabilities		1.07	X							1.0607	X

(1)

Average balances include non-accrual loans and loans held for sale.

(2)

Includes interest-bearing deposits in other financial institutions.

(3) Includes $45,~~982~~880,000 and $54,~~848~~091,000 in non-interest-bearing deposits for the three months ended ~~June~~September 30, 2015 and 2014, respectively.

(4)

Consists of stockholders’ equity and mezzanine equity.

(5)

Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(6)

Net interest margin represents net interest income as a percentage of average interest-earning assets.

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Liquidity and Capital Resources

The Bank’s primary sources of funds are deposits, amortization and prepayment of loans, maturities of investment securities and funds provided from operations. While scheduled loan repayments are a relatively predictable source of funds, deposit flows and loan prepayments are significantly influenced by general interest rates, economic conditions and competition. If needed, the Bank’s primary source of funds can be supplemented by wholesale funds obtained through additional advances from the Federal Home Loan Bank system. The Bank invests excess funds in overnight deposits, which not only serve as liquidity, but also earn interest income until funds are needed to meet required loan funding.

The Bank’s most liquid asset is cash, including investments in interest bearing accounts at the United Bankers Bank and the FHLB of Des Moines that have no withdrawal restrictions. The levels of these assets are dependent on the Bank’s operating, financing and investing activities ~~during~~ during any given period. At ~~June~~September 30, 2015, the Bank’s noninterest bearing cash was $84.85 million. In addition, at ~~June~~ September 30, 2015, the Bank had $10.3 million and $10.6 million invested in interest bearing accounts at the United Bankers Bank and the FHLB of Des Moines, respectively.

At ~~June~~September 30, 2015, the Bank had no outstanding advances from the FHLB of Des Moines. At ~~June~~September 30, 2015, the Bank had the ability to borrow up to $7167.28 million based ~~upon~~ upon the pledged collateral. The Bank has the option of pledging additional collateral which will increase the amount available to borrow.

The Bank is required to maintain specified amounts of capital. The capital standards generally require the maintenance of regulatory capital sufficient to meet a common equity Tier 1 ~~equity~~ requirement, a leverage capital requirement and a risk-based capital requirement. At ~~June~~September 30, 2015, the Bank’s Tier 1 leverage capital totaled $2528.02 million, or 910.9437% of adjusted total assets, which substantially exceeded the 4.0% Tier 1 leverage capital requirement at that date by $1417.93 million, or 56.9487% of adjusted total assets. The Bank’s common equity Tier 1, and total risk-based capital totaled $2528.02 million, and $2730.24 million at ~~June~~September 30, 2015 or 1411.5137%, and 1512.7824% of risk-weighted assets, respectively, which exceeded the current requirements of 4.5% and 8.0% of risk-weighted assets by $17.3 0 million and $1310.4 5 million or 106.0137% and 74.7824% of risk-weighted assets, respectively. The Bank will be subject to higher capital requirements in the future as capital conservation buffer rules become fully effective from 2016 through 2019.

The reconciliation of the equity of Wells Federal Bank to each major category of regulatory capital is as follows:

	At June 30,			At December 31,
	At September 30,			At December 31,
	2015			2014
	(In thousands)
Equity under generally accepted accounting principles	$	2528,~~095~~516		$	25,662
Unrealized (gains) losses on available for sale securities		(41170	)		(93	)
Disallowed intangible assets		(47125	)		-
Disallowed servicing assets		-			(189	)
Tier 1 capital		2528,~~007~~221			25,380
Allowance for loan losses included in Tier 2 capital		2,~~154~~125			2,158
Unrealized gains on available for sale equity securities		3538			28
Total risk-based capital	$	2730,~~196~~384		$	27,566

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Off-Balance Sheet Arrangements

As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks in the normal course of business to meet the financing needs of our customers. These financial instruments include primarily commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

Critical Accounting Policies

The consolidated financial statements include amounts that are based on informed judgments of management. These estimates and judgments are the result of management’s need to estimate the effect of matters that are inherently uncertain. Therefore, actual results could vary significantly from the estimates used. Management considers the following items to be the critical accounting estimates contained in the consolidated financial statements.

Allowance for Loan Loss. The allowance for loan loss is based on management’s periodic review of the loan portfolio. In evaluating the adequacy of the allowance for loan loss, management considers factors including, but not limited to, specific loan impairment, historical loss experience, the size and composition of the loan portfolio and current economic conditions. Although management believes that the allowance for loan loss is maintained at an adequate level, there can be no assurance that further additions will not be made to the allowance and that losses will not exceed the estimated amounts.

Available for Sale Securities. The fair value of equity securities is based on quoted market prices and the fair value of debt securities is generally determined based on matrix pricing utilizing yield curves, credit ratings and prepayment speeds. The Company believes the unrealized losses are temporary because the primary reason for the unrealized losses is changes in market interest rates from the date of purchase to the reporting date.

Mortgage Servicing Rights. Mortgage servicing rights are capitalized and then amortized over the period of estimated servicing income. Management periodically evaluates its capitalized mortgage servicing rights for impairment. The valuation of mortgage servicing rights is based on estimated prepayment speeds, ancillary income received from servicing the loans and current interest rates. Changes in these estimates may have a material effect on the valuation of the mortgage servicing rights. Although management believes that the estimates used to determine the value of the mortgage servicing rights are reasonable, future material adjustments may be necessary if economic conditions vary from those used to estimate the value of the mortgage servicing rights.

Foreclosed Real Estate. Foreclosed real estate is reported at the lower of cost or fair value, less estimated costs to sell. The Company monitors the net fair value of the property on a monthly basis, taking into consideration market and economic factors, including comparison to sales of like properties.

38Loans acquired in business combination. Loans acquired as part of the conversion/merger with St. James were recognized at fair value as of the acquisition date. The fair value was estimated by performing a discounted cash flow analysis. The valuation was performed at the loan level on real estate loans and at the cohort level for all other loan types, and is based on the objective attributes of the loans in the portfolio and current statistical performance variables used in the market place. The analysis was based on the contractually specified amounts of principal and interest to be received modified by our estimates of prepayment, default and loss severity to be experienced prospectively.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as the Company is a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rule 15a-15(e) under the Securities Exchange Act of 1934, (the "Exchange Act")), the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms.

Internal Controls

Changes in internal control over financial reporting. During the last quarter, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company was not a party to any material legal proceedings other than routine matters in the ordinary course of business.

ITEM 1A. RISK FACTORS

Not applicable as the Company is a smaller reporting company.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Unregistered Sales of Equity Securities. Not applicable.

(b)

Use of Proceeds. Not applicable.

(c)

Issuer Purchases of Equity Securities.

Period	(a) Total Number Of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1 through 30, 2015		4,241	$	26.50		-		-
July 1 through 31, 2015		3,280	$	30.25		-		-
May 1 through 31, 2015		1,433	$	26.50		-		-
August 1 through 31, 2015		4,768	$	24.50		-		-
June 1 through 30, 2015		-		-		-		-
September 1 through 30, 2015		-		-		-		-
Total		58,~~674~~048	$	26.5084		-		-

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation of Wells Financial Corp. *

3.2	Bylaws of Wells Financial Corp. *

4	Form of Common Stock Certificate of Wells Financial Corp. *

31	Certification of CEO and CFO as required by Rule 15d-14(a).

32	Certification required by 18 U.S.C. §1350.

101.INS	XBRL Instance Document **

101.SCH	XBRL Schema Document **

101.CAL	XBRL Calculation Linkbase Document **

101.LAB	XBRL Labels Linkbase Document **

101.PRE	XBRL Presentation Linkbase Document **

101.DEF	XBRL Definition Linkbase Document **

*	Incorporated by reference from identically numbered exhibit to Registration Statement on Form S-1 (File No. 333-202694).

**	Submitted as Exhibits 101 to this Form 10-Q are documents formatted in XBRL (Extensible Business Reporting Language).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WELLS FINANCIAL CORP.
Date: August 14, 2015	/s/ James D. Moll
Date: November 16, 2015	/s/ James D. Moll
	James D. Moll
	President and Chief Executive Officer
	Treasurer and Chief Financial Officer
	(Duly Authorized Officer and Principal Executive
	(Duly Authorized Officer and Principal Executive and Financial Officer)
	and Financial Officer)

Filing Compare · WELLS FINANCIAL CORP