UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2016
COUNTY BANCORP, INC.
(Exact name of Registrant as Specified in Its Charter)
Wisconsin |
001-36808 |
39-1850431 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
860 North Rapids Road, Manitowoc, WI |
|
54221 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (920) 686-9998
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On April 20, 2016, County Bancorp, Inc. issued a press release setting forth certain information concerning its results of operations for the quarter ended March 31, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number |
|
Description |
99.1 |
|
Press release of County Bancorp, Inc. dated April 20, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 hereunto duly authorized.
|
|
County Bancorp, Inc. |
|
|
|
|
|
Date: April 20, 2016 |
|
By: |
/s/ Mark A. Miller |
|
|
|
Mark A. Miller |
|
|
|
Secretary |
Exhibit Number |
|
Description |
99.1 |
|
Press release of County Bancorp, Inc. dated April 20, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
COUNTY BANCORP, INC. ANNOUNCES 1st QUARTER
NET INCOME OF $2.2 MILLION
Highlights
|
· |
Loan growth of $27.7 million since December 31, 2015 and $140.8 million since |
March 31, 2015
|
· |
18.0% decrease in non-performing assets since December 31, 2015 |
|
· |
Operated with a solid efficiency ratio of 50.79% |
Manitowoc, Wisconsin, April 20, 2016 – County Bancorp, Inc. (NASDAQ: ICBK), the holding company for Investors Community Bank, reported first quarter 2016 net income of $2.2 million compared to net income of $2.5 million in the first quarter of 2015. While net income decreased from the first quarter of 2015, income before provision for loan losses and income tax expense increased from $3.4 million for the three months ended March 31, 2015 to $4.3 million for the same period in 2016.
“During the first quarter of 2016, we experienced another strong period of loan growth, increased net interest income, and a solid efficiency ratio,” said Timothy J. Schneider, President of County Bancorp, Inc. and CEO of Investors Community Bank. “We generated sound profitability for the first quarter of the year and in February, announced an increase in our quarterly per share dividend from $0.04 to $0.05. Loan growth continues to be strong primarily from our agricultural team, and we have also seen steady growth from the commercial banking team. We look forward to an exciting 2016 with our pending acquisition of Fox River Valley Bancorp, Inc. and its wholly owned subsidiary, The Business Bank. We believe the addition of Fox River Valley’s commercial customers will provide a solid diversification to our loan portfolio and add two strong markets for future growth. We are working through the regulatory approval process and anticipate a second quarter 2016 closing.”
Total assets at March 31, 2016 were $909.6 million, an increase of $24.7 million over total assets as of December 31, 2015, and an increase of $128.2 million over total assets as of March 31, 2015. Total loans were $775.8 million at March 31, 2016 which represents a $27.7 million and a $140.8 million increase since December 31, 2015 and March 31, 2015, respectively.
Non-performing assets decreased to $22.5 million at March 31, 2016, an improvement of $4.9 million from December 31, 2015. This decrease was due primarily to the borrower’s sale of approximately one-half of the assets in the relationship that was classified as non-accrual during the fourth quarter of 2015.
Provision for loan losses for the three months ended March 31, 2016 was $0.8 million compared to a negative provision of $0.6 million for the three months ended March 31, 2015. The increased provision resulted from loan growth, increased loan loss factors year-over-year resulting from lower dairy prices, and 2015 net recoveries.
County Bancorp, Inc., a Wisconsin corporation and registered bank holding company founded in May 1996, and our wholly-owned subsidiary Investors Community Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc, Wisconsin. The state of Wisconsin is often referred to as “America’s Dairyland,” and one of the niches we have developed is providing financial services to agricultural businesses statewide, with a primary focus on dairy-related lending. We also serve business and retail customers throughout Wisconsin, with a focus on northeastern and central Wisconsin. Our customers are served from our full-service locations in Manitowoc and Stevens Point and our loan production offices in Darlington, Eau Claire, Fond du Lac, and Sheboygan.
Forward-Looking Statements
This press release includes "forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking information contained in this press release include those identified in County Bancorp, Inc.’s most recent annual report on Form 10-K and subsequent SEC filings. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Additional Information for Shareholders
The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger of County Bancorp, Inc. and Fox River Valley Bancorp, Inc., County Bancorp, Inc. filed a registration statement on Form S-4 with the SEC on January 15, 2016 which was amended on January 27, 2016 and declared effective on January 29, 2016. The registration statement includes a proxy statement of Fox River Valley Bancorp, Inc., which also constitutes a prospectus of County Bancorp, Inc., that was sent to the shareholders of Fox River Valley Bancorp, Inc. Shareholders are advised to read the registration statement and proxy statement/prospectus because it contains important information about County Bancorp, Inc., Fox River Valley Bancorp, Inc. and the proposed transaction. This document and other documents relating to the transaction filed by County Bancorp, Inc. can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing County Bancorp, Inc.’s website at www.investorscommunitybank.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents can be obtained free of charge from County Bancorp, Inc. upon written request to County Bancorp, Inc., Attn: Secretary, 860 North Rapids Road, Manitowoc, Wisconsin 54221 or by calling (920) 686-9998, or from Fox River Valley upon written request to Fox River Valley Bancorp, Inc., Attn: Secretary, 5643 Waterford Lane, Appleton, Wisconsin 54913 or by calling (920) 739-2660.
###
Investor Relations Contact
Timothy J. Schneider
CEO, Investors Community Bank
Phone: (920) 686-5604
Email: tschneider@investorscommunitybank.com
|
|
March 31, 2016 |
|
|
December 31, 2015 |
|
||
Selected Balance Sheet Data: |
|
|
|
|
|
|
|
|
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
909,557 |
|
|
$ |
884,889 |
|
Total loans |
|
|
775,848 |
|
|
|
748,189 |
|
Allowance for loan losses |
|
|
11,218 |
|
|
|
10,405 |
|
Deposits |
|
|
693,181 |
|
|
|
672,226 |
|
Shareholders' equity |
|
|
109,378 |
|
|
|
107,024 |
|
Common equity |
|
|
101,378 |
|
|
|
99,024 |
|
|
|
|
|
|
|
|
|
|
Stock Price Information: |
|
|
|
|
|
|
|
|
High - Year-to-date |
|
$ |
21.80 |
|
|
$ |
24.20 |
|
Low - Year-to-date |
|
$ |
18.25 |
|
|
$ |
15.20 |
|
Market price per common share |
|
$ |
20.08 |
|
|
$ |
19.50 |
|
Common shares outstanding |
|
|
5,786,701 |
|
|
|
5,771,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Performing Assets: |
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans |
|
$ |
19,564 |
|
|
$ |
24,579 |
|
Other real estate owned |
|
|
2,947 |
|
|
|
2,872 |
|
Total non-performing assets |
|
$ |
22,511 |
|
|
$ |
27,451 |
|
|
|
|
|
|
|
|
|
|
Restructured loans not on nonaccrual |
|
$ |
602 |
|
|
$ |
610 |
|
|
|
|
|
|
|
|
|
|
Non-performing assets as a % of total loans |
|
|
2.90 |
% |
|
|
3.67 |
% |
Non-performing assets as a % of total assets |
|
|
2.47 |
% |
|
|
3.10 |
% |
Allowance for loan losses as a % of nonperforming assets |
|
|
49.83 |
% |
|
|
37.90 |
% |
Allowance for loan losses as a % of total loans |
|
|
1.45 |
% |
|
|
1.39 |
% |
|
|
|
|
|
|
|
|
|
Net recoveries year-to-date |
|
$ |
1 |
|
|
$ |
821 |
|
Provision for loan loss year-to-date |
|
$ |
812 |
|
|
$ |
(1,019 |
) |
|
|
For the three months ended |
|
|||||
|
|
March 31, 2016 |
|
|
March 31, 2015 |
|
||
Selected Income Statement Data: |
|
|
|
|
|
|
|
|
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
6,937 |
|
|
$ |
6,165 |
|
Provision for loan losses |
|
|
812 |
|
|
|
(602 |
) |
Net interest income after provision for (recovery of) loan losses |
|
|
6,125 |
|
|
|
6,767 |
|
Non-interest income |
|
|
1,937 |
|
|
|
1,875 |
|
Non-interest expense |
|
|
4,591 |
|
|
|
4,618 |
|
Income tax expense |
|
|
1,295 |
|
|
|
1,498 |
|
Net income |
|
$ |
2,176 |
|
|
$ |
2,526 |
|
|
|
|
|
|
|
|
|
|
Income before provision for loan losses and income tax expense |
|
$ |
4,283 |
|
|
$ |
3,422 |
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
0.97 |
% |
|
|
1.29 |
% |
Return on average shareholders' equity |
|
|
7.99 |
% |
|
|
9.19 |
% |
Return on average common shareholders' equity (1) |
|
|
8.99 |
% |
|
|
11.09 |
% |
Efficiency ratio (1) |
|
|
50.79 |
% |
|
|
50.53 |
% |
|
|
|
|
|
|
|
|
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.36 |
|
|
$ |
0.44 |
|
Diluted |
|
$ |
0.35 |
|
|
$ |
0.43 |
|
Dividends declared |
|
$ |
0.05 |
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
(1) This is a non-GAAP financial measure. A reconciliation to GAAP is included below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest income: |
|
|
|
|
|
|
|
|
Service charges |
|
$ |
277 |
|
|
$ |
220 |
|
Loan servicing fees |
|
|
1,297 |
|
|
|
1,192 |
|
Loan servicing rights |
|
|
150 |
|
|
|
61 |
|
Gain on sale of loans |
|
|
100 |
|
|
|
93 |
|
Income on OREO |
|
|
5 |
|
|
|
114 |
|
Other |
|
|
108 |
|
|
|
195 |
|
Total |
|
$ |
1,937 |
|
|
$ |
1,875 |
|
|
|
|
|
|
|
|
|
|
Non interest expense: |
|
|
|
|
|
|
|
|
Employee compensation and benefits |
|
$ |
3,001 |
|
|
$ |
2,720 |
|
Occupancy |
|
|
93 |
|
|
|
81 |
|
Information processing |
|
|
280 |
|
|
|
233 |
|
Professional fees |
|
|
309 |
|
|
|
256 |
|
Business development |
|
|
140 |
|
|
|
151 |
|
FDIC assessment |
|
|
137 |
|
|
|
98 |
|
OREO expenses |
|
|
36 |
|
|
|
83 |
|
Writedown of OREO |
|
|
84 |
|
|
|
182 |
|
Net loss on OREO |
|
|
- |
|
|
|
373 |
|
Other |
|
|
511 |
|
|
|
441 |
|
Total |
|
$ |
4,591 |
|
|
$ |
4,618 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average common shareholders' equity reconciliation: |
|
|
|
|
|
|
|
|
Return on average shareholders' equity |
|
|
7.99 |
% |
|
|
9.19 |
% |
Effect of excluding average preferred shareholders' equity |
|
|
1.00 |
% |
|
|
1.90 |
% |
Return on average common shareholders' equity |
|
|
8.99 |
% |
|
|
11.09 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense |
|
$ |
4,591 |
|
|
$ |
4,618 |
|
Less: net loss on sales and write-downs of OREO |
|
|
(84 |
) |
|
|
(555 |
) |
Adjusted non-interest expense (non-GAAP) |
|
$ |
4,507 |
|
|
$ |
4,063 |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
6,937 |
|
|
$ |
6,165 |
|
Non-interest income |
|
|
1,937 |
|
|
|
1,875 |
|
Operating revenue |
|
$ |
8,874 |
|
|
$ |
8,040 |
|
Efficiency ratio |
|
|
50.79 |
% |
|
|
50.53 |
% |
|
|
Three Months Ended |
|
|||||||||||||||||||||
|
|
March 31, 2016 |
|
|
March 31, 2015 |
|
||||||||||||||||||
|
|
Average Balance (1) |
|
|
Income/ Expense |
|
|
Yields/ Rates |
|
|
Average Balance (1) |
|
|
Income/ Expense |
|
|
Yields/ Rates |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
$ |
81,933 |
|
|
$ |
349 |
|
|
|
1.70 |
% |
|
$ |
80,682 |
|
|
$ |
335 |
|
|
|
1.66 |
% |
Loans (2) |
|
|
768,927 |
|
|
|
8,730 |
|
|
|
4.54 |
% |
|
|
645,089 |
|
|
|
7,628 |
|
|
|
4.73 |
% |
Interest bearing deposits due from other banks |
|
|
19,114 |
|
|
|
39 |
|
|
|
0.82 |
% |
|
|
25,594 |
|
|
|
18 |
|
|
|
0.28 |
% |
Total interest-earning assets |
|
$ |
869,974 |
|
|
$ |
9,118 |
|
|
|
4.19 |
% |
|
$ |
751,365 |
|
|
$ |
7,981 |
|
|
|
4.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(10,835 |
) |
|
|
|
|
|
|
|
|
|
|
(10,571 |
) |
|
|
|
|
|
|
|
|
Other assets |
|
|
41,085 |
|
|
|
|
|
|
|
|
|
|
|
42,872 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
900,224 |
|
|
|
|
|
|
|
|
|
|
$ |
783,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, money market, interest checking |
|
|
174,611 |
|
|
|
209 |
|
|
|
0.48 |
% |
|
|
149,379 |
|
|
|
174 |
|
|
|
0.47 |
% |
Time deposits |
|
|
440,228 |
|
|
|
1,603 |
|
|
|
1.46 |
% |
|
|
397,477 |
|
|
|
1,304 |
|
|
|
1.31 |
% |
Total interest-bearing deposits |
|
$ |
614,839 |
|
|
$ |
1,812 |
|
|
|
1.18 |
% |
|
$ |
546,856 |
|
|
$ |
1,478 |
|
|
|
1.08 |
% |
Other borrowings |
|
|
3,973 |
|
|
|
48 |
|
|
|
4.83 |
% |
|
|
12,900 |
|
|
|
95 |
|
|
|
2.95 |
% |
FHLB advances |
|
|
83,142 |
|
|
|
255 |
|
|
|
1.23 |
% |
|
|
32,556 |
|
|
|
123 |
|
|
|
1.51 |
% |
Junior subordinated debentures |
|
|
12,372 |
|
|
|
66 |
|
|
|
2.13 |
% |
|
|
12,372 |
|
|
|
120 |
|
|
|
3.88 |
% |
Total interest-bearing liabilities |
|
$ |
714,326 |
|
|
$ |
2,181 |
|
|
|
1.22 |
% |
|
$ |
604,684 |
|
|
$ |
1,816 |
|
|
|
1.20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits |
|
|
60,352 |
|
|
|
|
|
|
|
|
|
|
|
60,987 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
7,824 |
|
|
|
|
|
|
|
|
|
|
|
8,030 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
782,502 |
|
|
|
|
|
|
|
|
|
|
$ |
673,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBLF preferred stock (3) |
|
|
8,736 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
108,986 |
|
|
|
|
|
|
|
|
|
|
|
94,965 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
900,224 |
|
|
|
|
|
|
|
|
|
|
$ |
783,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
|
6,937 |
|
|
|
|
|
|
|
|
|
|
|
6,165 |
|
|
|
|
|
Interest rate spread (4) |
|
|
|
|
|
|
|
|
|
|
2.97 |
% |
|
|
|
|
|
|
|
|
|
|
3.05 |
% |
Net interest margin (5) |
|
|
|
|
|
|
|
|
|
|
3.19 |
% |
|
|
|
|
|
|
|
|
|
|
3.33 |
% |
Ratio of interest-earning assets to interest -bearing liabilities |
|
|
1.22 |
|
|
|
|
|
|
|
|
|
|
|
1.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Average balances are calculated on amortized cost. |
|
|||||||||||||||||||||||
(2) Includes loan fee income, nonaccruing loan balances, and interest received on such loans. |
|
|||||||||||||||||||||||
(3) The SBLF preferred stock refers to our Series C noncumulative perpetual preferred stock issued to the U.S. Treasury through the U.S. Treasury’s Small Business Lending Fund program. This stock was redeemed on February 23, 2016. |
|
|||||||||||||||||||||||
(4) Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest bearing liabilities. |
|
|||||||||||||||||||||||
(5) Net interest margin represents net interest income divided by average total interest-earning assets. |
|