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Kentucky
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6022
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61-1137529
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
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Walter Byrne, Jr.
Stoll Keenon Ogden PLLC 300 West Vine Street Suite 2100 Lexington, Kentucky 40502 (859) 231-3000 |
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C. Craig Bradley, Jr.
General Counsel Stock Yards Bancorp, Inc. 1040 East Main Street Louisville, Kentucky 40206 (502) 582-2571 |
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James A. Giesel
Frost Brown Todd LLC 400 West Market Street 32nd Floor Louisville, Kentucky 40202 (502) 589-5400 |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Stock Yards Bancorp, Inc.
1040 East Main Street Louisville, Kentucky 40206 Telephone: (502) 582-2571 Attention: Investor Relations Email: clay.stinnett@syb.com |
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Kentucky Bancshares, Inc.
339 Main Street P.O. Box 157 Paris, Kentucky 40361 Telephone: (859) 988-1303 Attention: Investor Relations Email: greg.dawson@kybank.com |
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| | | | By Order of the Kentucky Bancshares Board of Directors | |
| | | | B. Proctor Caudill, Jr. | |
| | | | Chairman of the Board | |
| [ ], 2021 | | | Kentucky Bancshares, Inc. | |
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Stock Yards
Bancorp Common Stock |
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Kentucky
Bancshares Common Stock |
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Implied Value of
One Share of Kentucky Bancshares Common Stock |
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January 26, 2021
|
| | | $ | 42.72 | | | | | $ | 19.01 | | | | | $ | 32.09 | | |
[ ], 2021
|
| | | $ | | | | | $ | | | | | $ | | | |
| | |
As of and for the Years Ended December 31,
|
| |||||||||||||||||||||||||||
(in thousands, except per share data and number of
branches and employees) |
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||
Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | $ | 147,871 | | | | | $ | 147,892 | | | | | $ | 129,932 | | | | | $ | 111,010 | | | | | $ | 102,421 | | |
Interest expense
|
| | | | 11,950 | | | | | | 22,544 | | | | | | 15,357 | | | | | | 7,246 | | | | | | 4,918 | | |
Net interest income
|
| | | | 135,921 | | | | | | 125,348 | | | | | | 114,575 | | | | | | 103,764 | | | | | | 97,503 | | |
Provision for credit losses
|
| | | | 16,918 | | | | | | 1,000 | | | | | | 2,705 | | | | | | 2,550 | | | | | | 3,000 | | |
Net interest income after provision for credit
losses |
| | | | 119,003 | | | | | | 124,348 | | | | | | 111,870 | | | | | | 101,214 | | | | | | 94,503 | | |
Non-interest income
|
| | | | 51,899 | | | | | | 49,428 | | | | | | 45,066 | | | | | | 44,042 | | | | | | 42,801 | | |
Non-interest expenses
|
| | | | 103,159 | | | | | | 98,116 | | | | | | 89,388 | | | | | | 90,074 | | | | | | 81,033 | | |
Income before income tax expense
|
| | | | 67,743 | | | | | | 75,660 | | | | | | 67,548 | | | | | | 55,182 | | | | | | 56,271 | | |
Income tax expense
|
| | | | 8,874 | | | | | | 9,593 | | | | | | 12,031 | | | | | | 17,139 | | | | | | 15,244 | | |
Net income
|
| | | $ | 58,869 | | | | | $ | 66,067 | | | | | $ | 55,517 | | | | | $ | 38,043 | | | | | $ | 41,027 | | |
Share and Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – Basic
|
| | | | 22,563 | | | | | | 22,598 | | | | | | 22,619 | | | | | | 22,532 | | | | | | 22,356 | | |
Weighted average shares outstanding – Diluted
|
| | | | 22,768 | | | | | | 22,865 | | | | | | 22,944 | | | | | | 22,983 | | | | | | 22,792 | | |
Total shares outstanding
|
| | | | 22,692 | | | | | | 22,604 | | | | | | 22,749 | | | | | | 22,679 | | | | | | 22,617 | | |
Net income per share – Basic
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| | | $ | 2.61 | | | | | $ | 2.92 | | | | | $ | 2.45 | | | | | $ | 1.69 | | | | | $ | 1.84 | | |
Net income per share – Diluted
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| | | | 2.59 | | | | | | 2.89 | | | | | | 2.42 | | | | | | 1.66 | | | | | | 1.80 | | |
Cash dividends declared per share
|
| | | | 1.08 | | | | | | 1.04 | | | | | | 0.96 | | | | | | 0.80 | | | | | | 0.72 | | |
Dividend payout ratio(1)
|
| | | | 41% | | | | | | 36% | | | | | | 39% | | | | | | 47% | | | | | | 39% | | |
Financial Condition Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 4,608,629 | | | | | $ | 3,724,197 | | | | | $ | 3,302,924 | | | | | $ | 3,239,646 | | | | | $ | 3,039,481 | | |
Total loans held for investment
|
| | | | 3,531,596 | | | | | | 2,845,016 | | | | | | 2,548,171 | | | | | | 2,409,570 | | | | | | 2,305,375 | | |
Total deposits
|
| | | | 3,988,634 | | | | | | 3,133,938 | | | | | | 2,794,356 | | | | | | 2,578,295 | | | | | | 2,520,548 | | |
Stockholders’ equity
|
| | | | 440,701 | | | | | | 406,297 | | | | | | 366,500 | | | | | | 333,644 | | | | | | 313,872 | | |
Book value per share
|
| | | $ | 19.42 | | | | | $ | 17.97 | | | | | $ | 16.11 | | | | | $ | 14.71 | | | | | $ | 13.88 | | |
Performance Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 1.40% | | | | | | 1.90% | | | | | | 1.76% | | | | | | 1.25% | | | | | | 1.42% | | |
Return on average stockholders’ equity
|
| | | | 14.01 | | | | | | 17.09 | | | | | | 16.00 | | | | | | 11.61 | | | | | | 13.49 | | |
Average stockholders’ equity to average assets
|
| | | | 9.96 | | | | | | 11.10 | | | | | | 10.98 | | | | | | 10.79 | | | | | | 10.54 | | |
Net interest rate spread(2)
|
| | | | 3.22 | | | | | | 3.50 | | | | | | 3.60 | | | | | | 3.53 | | | | | | 3.52 | | |
Net interest rate margin (FTE)(3)
|
| | | | 3.39 | | | | | | 3.82 | | | | | | 3.83 | | | | | | 3.64 | | | | | | 3.60 | | |
Efficiency ratio (FTE)(4)
|
| | | | 54.86 | | | | | | 56.07 | | | | | | 55.89 | | | | | | 60.52 | | | | | | 57.41 | | |
Wealth Management & Trust Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Market value of assets under management
|
| | | $ | 3,851,637 | | | | | $ | 3,319,812 | | | | | $ | 2,764,875 | | | | | $ | 2,809,499 | | | | | $ | 2,523,411 | | |
Asset Quality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-performing loans
|
| | | $ | 13,179 | | | | | $ | 12,063 | | | | | $ | 3,398 | | | | | $ | 7,382 | | | | | $ | 6,707 | | |
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As of and for the Years Ended December 31,
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(in thousands, except per share data and number of
branches and employees) |
| |
2020
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2019
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2018
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2017
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2016
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Non-performing loans to total loans
|
| | | | 0.37% | | | | | | 0.42% | | | | | | 0.13% | | | | | | 0.31% | | | | | | 0.29% | | |
Net charge offs/(recoveries) to average
loans |
| | | | 0.05 | | | | | | (0.01) | | | | | | 0.08 | | | | | | 0.07 | | | | | | 0.07 | | |
Allowance for credit losses to total loans(8)
|
| | | | 1.47 | | | | | | 0.94 | | | | | | 1.00 | | | | | | 1.03 | | | | | | 1.04 | | |
Capital Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total risk-based capital
|
| | | | 13.36% | | | | | | 12.85% | | | | | | 13.91% | | | | | | 13.52% | | | | | | 13.04% | | |
Common equity tier 1 risk-based capital
|
| | | | 12.23 | | | | | | 12.02 | | | | | | 13.00 | | | | | | 12.57 | | | | | | 12.10 | | |
Tier 1 risk based capital
|
| | | | 12.23 | | | | | | 12.02 | | | | | | 13.00 | | | | | | 12.57 | | | | | | 12.10 | | |
Leverage
|
| | | | 9.57 | | | | | | 10.60 | | | | | | 11.33 | | | | | | 10.70 | | | | | | 10.54 | | |
Non-regulatory Capital: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tangible common equity per share(5)(7)
|
| | | $ | 18.78 | | | | | $ | 17.32 | | | | | $ | 16.03 | | | | | $ | 14.63 | | | | | $ | 13.79 | | |
Tangible common equity to tangible
assets (6)(7) |
| | | | 9.28% | | | | | | 10.55% | | | | | | 11.05% | | | | | | 10.25% | | | | | | 10.26% | | |
Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of branches
|
| | | | 44 | | | | | | 42 | | | | | | 38 | | | | | | 37 | | | | | | 37 | | |
Full time equivalent employees
|
| | | | 641 | | | | | | 615 | | | | | | 591 | | | | | | 580 | | | | | | 578 | | |
December 31, (in thousands, except per share data)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||
Total stockholders’ equity – GAAP (a)
|
| | | $ | 440,701 | | | | | $ | 406,297 | | | | | $ | 366,500 | | | | | $ | 333,644 | | | | | $ | 313,872 | | |
Less: Goodwill
|
| | | | (12,513) | | | | | | (12,513) | | | | | | (682) | | | | | | (682) | | | | | | (682) | | |
Less: Core deposit intangible
|
| | | | (1,962) | | | | | | (2,285) | | | | | | (1,057) | | | | | | (1,225) | | | | | | (1,405) | | |
Tangible common equity – Non-GAAP (c)
|
| | | $ | 426,226 | | | | | $ | 391,499 | | | | | $ | 364,761 | | | | | $ | 331,737 | | | | | $ | 311,785 | | |
Total assets – GAAP (b)
|
| | | $ | 4,608,629 | | | | | $ | 3,724,197 | | | | | $ | 3,302,924 | | | | | $ | 3,239,646 | | | | | $ | 3,039,481 | | |
Less: Goodwill
|
| | | | (12,513) | | | | | | (12,513) | | | | | | (682) | | | | | | (682) | | | | | | (682) | | |
Less: Core deposit intangible
|
| | | | (1,962) | | | | | | (2,285) | | | | | | (1,057) | | | | | | (1,225) | | | | | | (1,405) | | |
Tangible assets – Non-GAAP (d)
|
| | | $ | 4,594,154 | | | | | $ | 3,709,399 | | | | | $ | 3,301,185 | | | | | $ | 3,237,739 | | | | | $ | 3,037,394 | | |
Total stockholders’ equity to total assets – GAAP (a/b)
|
| | | | 9.56% | | | | | | 10.91% | | | | | | 11.10% | | | | | | 10.30% | | | | | | 10.33% | | |
Tangible common equity to tangible assets – Non-GAAP (c/d)
|
| | | | 9.28% | | | | | | 10.55% | | | | | | 11.05% | | | | | | 10.25% | | | | | | 10.26% | | |
Total shares outstanding (e)
|
| | | | 22,692 | | | | | | 22,604 | | | | | | 22,749 | | | | | | 22,679 | | | | | | 22,617 | | |
Book value per share – GAAP (a/e)
|
| | | $ | 19.42 | | | | | $ | 17.97 | | | | | $ | 16.11 | | | | | $ | 14.71 | | | | | $ | 13.88 | | |
Tangible common equity per share – Non-GAAP (c/e)
|
| | | | 18.78 | | | | | | 17.32 | | | | | | 16.03 | | | | | | 14.63 | | | | | | 13.79 | | |
Years ended December 31, (dollars in thousands)
|
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2020
|
| |
2019
|
| |
2018
|
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2017
|
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2016
|
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Total non-interest expenses (a)
|
| | | $ | 103,159 | | | | | $ | 98,116 | | | | | $ | 89,388 | | | | | $ | 90,074 | | | | | $ | 81,033 | | |
Less: Amortization of investments in tax credit partnerships
|
| | | | (3,096) | | | | | | (1,078) | | | | | | (1,237) | | | | | | (7,124) | | | | | | (4,458) | | |
Total non-interest expenses – Adjusted (c)
|
| | | $ | 100,063 | | | | | $ | 97,038 | | | | | $ | 88,151 | | | | | $ | 82,950 | | | | | $ | 76,575 | | |
Total net interest income, FTE
|
| | | $ | 136,133 | | | | | $ | 125,571 | | | | | $ | 114,882 | | | | | $ | 104,557 | | | | | $ | 98,337 | | |
Total non-interest income
|
| | | | 51,899 | | | | | | 49,428 | | | | | | 45,066 | | | | | | 44,042 | | | | | | 42,801 | | |
Less: Gain/loss on sale of securities
|
| | | | — | | | | | | — | | | | | | — | | | | | | 232 | | | | | | — | | |
Total revenue (b)
|
| | | $ | 188,032 | | | | | $ | 174,999 | | | | | $ | 159,948 | | | | | $ | 148,831 | | | | | $ | 141,138 | | |
Efficiency ratio (a/b)
|
| | | | 54.86% | | | | | | 56.07% | | | | | | 55.89% | | | | | | 60.52% | | | | | | 57.41% | | |
Efficiency ratio – Adjusted (c/b)
|
| | | | 53.22% | | | | | | 55.45% | | | | | | 55.11% | | | | | | 55.73% | | | | | | 54.26% | | |
(in thousands, except per share data and number
of branches and employees) |
| |
As of and for the Years Ended December 31,
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|
2020
|
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2019
|
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2018
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2017
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2016
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Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | $ | 42,685 | | | | | $ | 45,532 | | | | | $ | 42,632 | | | | | $ | 38,659 | | | | | $ | 36,554 | | |
Interest expense
|
| | | | 6,703 | | | | | | 8,983 | | | | | | 6,802 | | | | | | 5,014 | | | | | | 4,426 | | |
Net interest income
|
| | | | 35,982 | | | | | | 36,549 | | | | | | 35,830 | | | | | | 33,645 | | | | | | 32,128 | | |
Provision for loan losses
|
| | | | 1,775 | | | | | | 1,250 | | | | | | 500 | | | | | | 500 | | | | | | 1,150 | | |
Net interest income after provision for loan losses
|
| | | | 34,207 | | | | | | 35,299 | | | | | | 35,330 | | | | | | 33,145 | | | | | | 30,978 | | |
Non-interest income
|
| | | | 15,975 | | | | | | 14,239 | | | | | | 12,963 | | | | | | 13,808 | | | | | | 12,149 | | |
Non-interest expenses
|
| | | | 37,607 | | | | | | 35,308 | | | | | | 34,209 | | | | | | 33,073 | | | | | | 33,785 | | |
Income before income tax expense
|
| | | | 12,575 | | | | | | 14,230 | | | | | | 14,084 | | | | | | 13,880 | | | | | | 9,342 | | |
Income tax expense
|
| | | | 878 | | | | | | 1,077 | | | | | | 1,654 | | | | | | 3,163 | | | | | | 773 | | |
Net income
|
| | | $ | 11,697 | | | | | $ | 13,153 | | | | | $ | 12,430 | | | | | $ | 10,717 | | | | | $ | 8,569 | | |
Share and Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – Basic
|
| | | | 5,942 | | | | | | 5,953 | | | | | | 5,924 | | | | | | 5,944 | | | | | | 5,982 | | |
Weighted average shares outstanding – Diluted
|
| | | | 5,942 | | | | | | 5,953 | | | | | | 5,924 | | | | | | 5,944 | | | | | | 5,982 | | |
Total shares outstanding
|
| | | | 5,946 | | | | | | 5,914 | | | | | | 5,955 | | | | | | 5,943 | | | | | | 5,946 | | |
Net income per share – Basic
|
| | | $ | 1.97 | | | | | $ | 2.21 | | | | | $ | 2.09 | | | | | $ | 1.81 | | | | | $ | 1.43 | | |
Net income per share – Diluted
|
| | | | 1.97 | | | | | | 2.21 | | | | | | 2.09 | | | | | | 1.81 | | | | | | 1.43 | | |
Cash dividends declared per share
|
| | | | 0.720 | | | | | | 0.680 | | | | | | 0.625 | | | | | | 0.580 | | | | | | 0.540 | | |
Dividend payout ratio(1)
|
| | | | 37% | | | | | | 31% | | | | | | 30% | | | | | | 32% | | | | | | 38% | | |
Financial Condition Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 1,239,505 | | | | | $ | 1,110,790 | | | | | $ | 1,086,012 | | | | | $ | 1,053,193 | | | | | $ | 1,028,447 | | |
Total loans held for investment, net
|
| | | | 756,974 | | | | | | 735,853 | | | | | | 678,017 | | | | | | 640,815 | | | | | | 648,466 | | |
Total deposits
|
| | | | 978,604 | | | | | | 842,653 | | | | | | 850,442 | | | | | | 815,273 | | | | | | 802,981 | | |
Stockholders’ equity
|
| | | | 128,342 | | | | | | 119,263 | | | | | | 106,793 | | | | | | 100,329 | | | | | | 92,972 | | |
Book value per share
|
| | | $ | 21.58 | | | | | $ | 20.17 | | | | | $ | 17.93 | | | | | $ | 16.88 | | | | | $ | 15.64 | | |
Performance Ratios: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 0.97% | | | | | | 1.20% | | | | | | 1.18% | | | | | | 1.04% | | | | | | 0.86% | | |
Return on average stockholders’ equity
|
| | | | 9.54 | | | | | | 11.52 | | | | | | 12.36 | | | | | | 10.93 | | | | | | 9.10 | | |
Average stockholders’ equity to average
assets |
| | | | 10.20 | | | | | | 10.43 | | | | | | 9.56 | | | | | | 9.48 | | | | | | 9.41 | | |
Net interest rate spread(2)
|
| | | | 3.03 | | | | | | 3.28 | | | | | | 3.43 | | | | | | 3.41 | | | | | | 3.44 | | |
Net interest rate margin (FTE)(3)
|
| | | | 3.29 | | | | | | 3.64 | | | | | | 3.70 | | | | | | 3.60 | | | | | | 3.61 | | |
Efficiency ratio (FTE)(4)
|
| | | | 71.92 | | | | | | 69.88 | | | | | | 68.91 | | | | | | 67.19 | | | | | | 73.03 | | |
Wealth Management & Trust Assets:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Market value of assets under management
|
| | | $ | 258,200 | | | | | $ | 249,009 | | | | | $ | 218,193 | | | | | $ | 209,735 | | | | | $ | 236,215 | | |
Asset Quality: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-performing loans
|
| | | $ | 5,271 | | | | | $ | 4,580 | | | | | $ | 2,323 | | | | | $ | 1,424 | | | | | $ | 7,556 | | |
(in thousands, except per share data and number
of branches and employees) |
| |
As of and for the Years Ended December 31,
|
| |||||||||||||||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||||
Non-performing loans to total loans
|
| | | | 0.70% | | | | | | 0.61% | | | | | | 0.34% | | | | | | 0.22% | | | | | | 1.15% | | |
Net charge offs/(recoveries) to average loans
|
| | | | 0.04 | | | | | | 0.13 | | | | | | 0.01 | | | | | | 0.05 | | | | | | 0.02 | | |
Allowance for credit losses to total loans(8)
|
| | | | 1.29 | | | | | | 1.14 | | | | | | 1.18 | | | | | | 1.19 | | | | | | 1.15 | | |
Capital Ratios – Bank:(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 capital (to average assets)
|
| | | | 9.0% | | | | | | 9.3% | | | | | | 9.2% | | | | | | 9.0% | | | | | | 8.7% | | |
Non- Regulatory Capital: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tangible common equity per share(5)(7)
|
| | | $ | 19.22 | | | | | $ | 17.78 | | | | | $ | 15.54 | | | | | $ | 14.46 | | | | | $ | 13.20 | | |
Tangible common equity to tangible assets(6)(7)
|
| | | | 9.33% | | | | | | 9.59% | | | | | | 8.64% | | | | | | 8.27% | | | | | | 7.74% | | |
Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of branches
|
| | | | 19 | | | | | | 18 | | | | | | 17 | | | | | | 17 | | | | | | 17 | | |
Full time equivalent employees
|
| | | | 236 | | | | | | 233 | | | | | | 232 | | | | | | 233 | | | | | | 241 | | |
December 31, (in thousands, except per share data)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||
Total stockholders’ equity – GAAP (a)
|
| | | $ | 128,342 | | | | | $ | 119,263 | | | | | $ | 106,793 | | | | | $ | 100,329 | | | | | $ | 92,972 | | |
Less: Goodwill
|
| | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | |
Less: Core deposit intangible
|
| | | | (62) | | | | | | (136) | | | | | | (238) | | | | | | (369) | | | | | | (529) | | |
Tangible common equity – Non-
GAAP (c) |
| | | $ | 114,279 | | | | | $ | 105,126 | | | | | $ | 92,554 | | | | | $ | 85,959 | | | | | $ | 78,442 | | |
Total assets – GAAP (b)
|
| | | $ | 1,239,505 | | | | | $ | 1,110,790 | | | | | $ | 1,086,012 | | | | | $ | 1,053,193 | | | | | $ | 1,028,447 | | |
Less: Goodwill
|
| | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | | | | | (14,001) | | |
Less: Core deposit intangible
|
| | | | (62) | | | | | | (136) | | | | | | (238) | | | | | | (369) | | | | | | (529) | | |
Tangible assets – Non-GAAP (d)
|
| | | $ | 1,225,442 | | | | | $ | 1,096,653 | | | | | $ | 1,071,773 | | | | | $ | 1,038,823 | | | | | $ | 1,013,917 | | |
Total stockholders’ equity to total assets – GAAP (a/b)
|
| | | | 10.35% | | | | | | 10.74% | | | | | | 9.83% | | | | | | 9.53% | | | | | | 9.04% | | |
Tangible common equity to tangible assets – Non-GAAP (c/d)
|
| | | | 9.33% | | | | | | 9.59% | | | | | | 8.64% | | | | | | 8.27% | | | | | | 7.74% | | |
Total shares outstanding (e)
|
| | | | 5,946 | | | | | | 5,914 | | | | | | 5,955 | | | | | | 5,943 | | | | | | 5,943 | | |
Book value per share – GAAP (a/e)
|
| | | $ | 21.58 | | | | | $ | 20.17 | | | | | $ | 17.93 | | | | | $ | 16.88 | | | | | $ | 15.64 | | |
Tangible common equity per share – Non-GAAP (c/e)
|
| | | | 19.22 | | | | | | 17.78 | | | | | | 15.54 | | | | | | 14.46 | | | | | | 13.20 | | |
Years ended December 31, (dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||
Total non-interest expenses (a)
|
| | | $ | 37,607 | | | | | $ | 35,308 | | | | | $ | 34,209 | | | | | $ | 33,073 | | | | | $ | 33,785 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total net interest income, FTE
|
| | | $ | 36,659 | | | | | $ | 37,144 | | | | | $ | 36,617 | | | | | $ | 35,424 | | | | | $ | 34,019 | | |
Total non-interest income
|
| | | | 15,975 | | | | | | 14,239 | | | | | | 12,963 | | | | | | 13,808 | | | | | | 12,149 | | |
Less: Gain/loss on sale of securities
|
| | | | (345) | | | | | | (857) | | | | | | 65 | | | | | | (6) | | | | | | 92 | | |
Total revenue (b)
|
| | | $ | 52,289 | | | | | $ | 50,526 | | | | | $ | 49,645 | | | | | $ | 49,226 | | | | | $ | 46,260 | | |
Efficiency ratio (a/b)
|
| | | | 71.92% | | | | | | 69.88% | | | | | | 68.91% | | | | | | 67.19% | | | | | | 73.03% | | |
(in thousands)
|
| |
Stock Yards
(as reported) |
| | | | | | | |
Kentucky Bancshares
(as reported) |
| | | | | | | |
Merger
Adjustments |
| | | | | | | |
Stock Yards
(pro forma) |
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 317,945 | | | | | | | | | | | $ | 41,444 | | | | | | | | | | | $ | (28,317) | | | | | | a | | | | | $ | 331,072 | | |
Available for sale debt securities
|
| | | | 586,978 | | | | | | | | | | | | 353,494 | | | | | | | | | | | | — | | | | | | | | | | | | 940,472 | | |
Federal Home Loan Bank stock, at cost
|
| | | | 11,284 | | | | | | | | | | | | 7,072 | | | | | | | | | | | | — | | | | | | | | | | | | 18,356 | | |
Mortgage loans held for sale
|
| | | | 22,547 | | | | | | | | | | | | 4,427 | | | | | | | | | | | | — | | | | | | | | | | | | 26,974 | | |
Loans
|
| | | | 3,531,596 | | | | | | | | | | | | 766,871 | | | | | | | | | | | | 954 | | | | | | b | | | | | | 4,299,421 | | |
Allowance for credit/loan losses
|
| | | | (51,920) | | | | | | c | | | | | | (9,897) | | | | | | d | | | | | | (5,919) | | | | | | e | | | | | | (67,736) | | |
Net loans
|
| | | | 3,479,676 | | | | | | | | | | | | 756,974 | | | | | | | | | | | | (4,965) | | | | | | | | | | | | 4,231,685 | | |
Premises and equipment, net
|
| | | | 45,915 | | | | | | | | | | | | 20,375 | | | | | | | | | | | | (2,850) | | | | | | f | | | | | | 63,440 | | |
Operating lease right of use asset
|
| | | | 12,100 | | | | | | | | | | | | 7,670 | | | | | | | | | | | | — | | | | | | | | | | | | 19,770 | | |
Bank owned life insurance
|
| | | | 33,250 | | | | | | | | | | | | 18,713 | | | | | | | | | | | | — | | | | | | | | | | | | 51,963 | | |
Accrued interest receivable
|
| | | | 13,094 | | | | | | | | | | | | 5,227 | | | | | | | | | | | | — | | | | | | | | | | | | 18,321 | | |
Core deposit intangible
|
| | | | 1,962 | | | | | | | | | | | | 62 | | | | | | | | | | | | 3,938 | | | | | | g | | | | | | 5,962 | | |
Mortgage servicing rights
|
| | | | 2,710 | | | | | | | | | | | | 1,612 | | | | | | | | | | | | 420 | | | | | | h | | | | | | 4,742 | | |
Other real estate owned
|
| | | | 281 | | | | | | | | | | | | 876 | | | | | | | | | | | | (125) | | | | | | i | | | | | | 1,032 | | |
Goodwill
|
| | | | 12,513 | | | | | | | | | | | | 14,001 | | | | | | | | | | | | 118,475 | | | | | | j | | | | | | 144,989 | | |
Deferred income taxes, net
|
| | | | 22,320 | | | | | | | | | | | | 293 | | | | | | | | | | | | 1,888 | | | | | | k | | | | | | 24,501 | | |
Other assets
|
| | | | 46,054 | | | | | | | | | | | | 7,265 | | | | | | | | | | | | (1,548) | | | | | | l | | | | | | 51,771 | | |
Total assets
|
| | | $ | 4,608,629 | | | | | | | | | | | $ | 1,239,505 | | | | | | | | | | | $ | 86,916 | | | | | | | | | | | $ | 5,935,050 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing demand
|
| | | $ | 1,187,057 | | | | | | | | | | | $ | 313,285 | | | | | | | | | | | $ | — | | | | | | | | | | | $ | 1,500,342 | | |
Interest bearing demand
|
| | | | 1,355,985 | | | | | | | | | | | | 273,803 | | | | | | | | | | | | — | | | | | | | | | | | | 1,629,788 | | |
Money market
|
| | | | 844,414 | | | | | | | | | | | | 87,283 | | | | | | | | | | | | — | | | | | | | | | | | | 931,697 | | |
Savings
|
| | | | 208,774 | | | | | | | | | | | | 133,842 | | | | | | | | | | | | — | | | | | | | | | | | | 342,616 | | |
Time
|
| | | | 392,404 | | | | | | | | | | | | 170,391 | | | | | | | | | | | | 671 | | | | | | m | | | | | | 563,466 | | |
Total deposits
|
| | | | 3,988,634 | | | | | | | | | | | | 978,604 | | | | | | | | | | | | 671 | | | | | | | | | | | | 4,967,909 | | |
Securities sold under agreements to repurchase
|
| | | | 47,979 | | | | | | | | | | | | 9,129 | | | | | | | | | | | | — | | | | | | | | | | | | 57,108 | | |
Federal funds purchased
|
| | | | 11,464 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 11,464 | | |
Federal Home Loan Bank advances
|
| | | | 31,639 | | | | | | | | | | | | 96,532 | | | | | | | | | | | | 2,300 | | | | | | n | | | | | | 130,471 | | |
Subordinated note
|
| | | | — | | | | | | | | | | | | 7,217 | | | | | | | | | | | | — | | | | | | | | | | | | 7,217 | | |
Accrued interest payable
|
| | | | 391 | | | | | | | | | | | | 775 | | | | | | | | | | | | — | | | | | | | | | | | | 1,166 | | |
Operating lease liabilities
|
| | | | 13,476 | | | | | | | | | | | | 7,850 | | | | | | | | | | | | — | | | | | | | | | | | | 21,326 | | |
Other liabilities
|
| | | | 74,345 | | | | | | | | | | | | 11,056 | | | | | | | | | | | | 20,976 | | | | | | o | | | | | | 106,377 | | |
Total liabilities
|
| | | | 4,167,928 | | | | | | | | | | | | 1,111,163 | | | | | | | | | | | | 23,947 | | | | | | | | | | | | 5,303,038 | | |
Stockholders’ Equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | 36,500 | | | | | | | | | | | | 21,996 | | | | | | | | | | | | (9,292) | | | | | | p | | | | | | 49,204 | | |
Additional paid-in capital
|
| | | | 41,886 | | | | | | | | | | | | — | | | | | | | | | | | | 196,625 | | | | | | q | | | | | | 238,511 | | |
Retained Earnings
|
| | | | 353,574 | | | | | | | | | | | | 104,319 | | | | | | | | | | | | (122,337) | | | | | | r | | | | | | 335,556 | | |
Accumulated other comprehensive income
|
| | | | 8,741 | | | | | | | | | | | | 2,027 | | | | | | | | | | | | (2,027) | | | | | | s | | | | | | 8,741 | | |
Total stockholders’ equity
|
| | | | 440,701 | | | | | | | | | | | | 128,342 | | | | | | | | | | | | 62,969 | | | | | | | | | | | | 632,012 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 4,608,629 | | | | | | | | | | | $ | 1,239,505 | | | | | | | | | | | | 86,916 | | | | | | | | | | | $ | 5,935,050 | | |
(in thousands, except per share data)
|
| |
Stock Yards
(as reported) |
| | | | | | | |
Kentucky
Bancshares (as reported) |
| | | | | | | |
Merger
Adjustments |
| | | | | | | |
Stock Yards
(pro forma) |
| ||||||||||||
Interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans, including fees
|
| | | $ | 137,699 | | | | | | | | | | | $ | 36,456 | | | | | | | | | | | $ | (387) | | | | | | a | | | | | $ | 173,768 | | |
Federal funds sold and interest bearing due from banks
|
| | | | 738 | | | | | | | | | | | | 150 | | | | | | | | | | | | — | | | | | | | | | | | | 888 | | |
Mortgage loans held for sale
|
| | | | 533 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 533 | | |
Federal Home Loan Bank stock
|
| | | | 253 | | | | | | | | | | | | 159 | | | | | | | | | | | | — | | | | | | | | | | | | 412 | | |
Securities available for sale
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Taxable
|
| | | | 8,432 | | | | | | | | | | | | 4,976 | | | | | | | | | | | | — | | | | | | | | | | | | 13,408 | | |
Tax-exempt
|
| | | | 216 | | | | | | | | | | | | 944 | | | | | | | | | | | | — | | | | | | | | | | | | 1,160 | | |
Total interest income
|
| | | | 147,871 | | | | | | | | | | | | 42,685 | | | | | | | | | | | | (387) | | | | | | | | | | | | 190,169 | | |
Interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits
|
| | | | 10,478 | | | | | | | | | | | | 4,319 | | | | | | | | | | | | (671) | | | | | | b | | | | | | 14,126 | | |
Securities sold under agreements to repurchase
|
| | | | 37 | | | | | | | | | | | | 24 | | | | | | | | | | | | — | | | | | | | | | | | | 61 | | |
Federal funds purchased and other short-term borrowings
|
| | | | 35 | | | | | | | | | | | | 1 | | | | | | | | | | | | — | | | | | | | | | | | | 36 | | |
Federal Home Loan Bank advances
|
| | | | 1,400 | | | | | | | | | | | | 2,091 | | | | | | | | | | | | (1,257) | | | | | | c | | | | | | 2,234 | | |
Subordinated debentures
|
| | | | — | | | | | | | | | | | | 268 | | | | | | | | | | | | — | | | | | | | | | | | | 268 | | |
Total interest expense
|
| | | | 11,950 | | | | | | | | | | | | 6,703 | | | | | | | | | | | | (1,928) | | | | | | | | | | | | 16,725 | | |
Net interest income
|
| | | | 135,921 | | | | | | | | | | | | 35,982 | | | | | | | | | | | | 1,541 | | | | | | | | | | | | 173,444 | | |
Provision for credit losses under CECL framework
|
| | | | 16,918 | | | | | | d | | | | | | — | | | | | | | | | | | | 5,190 | | | | | | e | | | | | | 22,108 | | |
Provision for loan losses under incurred loss framework
|
| | | | — | | | | | | | | | | | | 1,775 | | | | | | d | | | | | | — | | | | | | | | | | | | 1,775 | | |
Net interest income after provision
|
| | | | 119,003 | | | | | | | | | | | | 34,207 | | | | | | | | | | | | (3,649) | | | | | | | | | | | | 149,561 | | |
Non-interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wealth management and trust services
|
| | | | 23,406 | | | | | | | | | | | | 1,441 | | | | | | | | | | | | — | | | | | | | | | | | | 24,847 | | |
Deposit service charges
|
| | | | 4,161 | | | | | | | | | | | | 2,811 | | | | | | | | | | | | — | | | | | | | | | | | | 6,972 | | |
Debit and credit card income
|
| | | | 8,480 | | | | | | | | | | | | 4,054 | | | | | | | | | | | | — | | | | | | | | | | | | 12,534 | | |
Treasury management fees
|
| | | | 5,407 | | | | | | | | | | | | 162 | | | | | | | | | | | | — | | | | | | | | | | | | 5,569 | | |
Mortgage banking income
|
| | | | 6,155 | | | | | | | | | | | | 5,073 | | | | | | | | | | | | — | | | | | | | | | | | | 11,228 | | |
Net investment product sales commissions and fees
|
| | | | 1,775 | | | | | | | | | | | | 464 | | | | | | | | | | | | — | | | | | | | | | | | | 2,239 | | |
Bank owned life insurance
|
| | | | 693 | | | | | | | | | | | | 668 | | | | | | | | | | | | — | | | | | | | | | | | | 1,361 | | |
Securities gains, net
|
| | | | — | | | | | | | | | | | | 345 | | | | | | | | | | | | — | | | | | | | | | | | | 345 | | |
Other
|
| | | | 1,822 | | | | | | | | | | | | 957 | | | | | | | | | | | | — | | | | | | | | | | | | 2,779 | | |
Total non-interest income
|
| | | | 51,899 | | | | | | | | | | | | 15,975 | | | | | | | | | | | | — | | | | | | | | | | | | 67,874 | | |
Non-interest expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Compensation
|
| | | | 51,368 | | | | | | | | | | | | 16,811 | | | | | | | | | | | | — | | | | | | | | | | | | 68,179 | | |
Employee benefits
|
| | | | 11,064 | | | | | | | | | | | | 4,201 | | | | | | | | | | | | — | | | | | | | | | | | | 15,265 | | |
Net occupancy and equipment
|
| | | | 8,414 | | | | | | | | | | | | 3,167 | | | | | | | | | | | | (219) | | | | | | f | | | | | | 11,362 | | |
Technology and communication
|
| | | | 8,500 | | | | | | | | | | | | 3,680 | | | | | | | | | | | | — | | | | | | | | | | | | 12,180 | | |
Debit and credit card processing
|
| | | | 2,606 | | | | | | | | | | | | 2,141 | | | | | | | | | | | | — | | | | | | | | | | | | 4,747 | | |
Marketing and business development
|
| | | | 2,383 | | | | | | | | | | | | 675 | | | | | | | | | | | | — | | | | | | | | | | | | 3,058 | | |
Postage, printing and supplies
|
| | | | 1,778 | | | | | | | | | | | | 294 | | | | | | | | | | | | — | | | | | | | | | | | | 2,072 | | |
Legal and professional
|
| | | | 2,392 | | | | | | | | | | | | 1,600 | | | | | | | | | | | | — | | | | | | | | | | | | 3,992 | | |
FDIC insurance
|
| | | | 1,217 | | | | | | | | | | | | 284 | | | | | | | | | | | | — | | | | | | | | | | | | 1,501 | | |
Amortization of investments in tax credit partnerships
|
| | | | 3,096 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 3,096 | | |
Capital and deposit based taxes
|
| | | | 4,386 | | | | | | | | | | | | 1,412 | | | | | | | | | | | | — | | | | | | | | | | | | 5,798 | | |
Credit loss expense for off-balance sheet exposures
|
| | | | 1,500 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 1,500 | | |
Core deposit intangible amortization
|
| | | | 323 | | | | | | | | | | | | 74 | | | | | | | | | | | | 653 | | | | | | g | | | | | | 1,050 | | |
Merger-related expenses
|
| | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 26,800 | | | | | | h | | | | | | 26,800 | | |
Other
|
| | | | 4,132 | | | | | | | | | | | | 3,268 | | | | | | | | | | | | — | | | | | | | | | | | | 7,400 | | |
Total non-interest expenses
|
| | | | 103,159 | | | | | | | | | | | | 37,607 | | | | | | | | | | | | 27,234 | | | | | | | | | | | | 168,000 | | |
Income before income tax expense
|
| | | | 67,743 | | | | | | | | | | | | 12,575 | | | | | | | | | | | | (30,883) | | | | | | | | | | | | 49,435 | | |
Income tax expense
|
| | | | 8,874 | | | | | | | | | | | | 878 | | | | | | | | | | | | (7,103) | | | | | | i | | | | | | 2,649 | | |
Net income
|
| | | $ | 58,869 | | | | | | | | | | | $ | 11,697 | | | | | | | | | | | $ | (23,780) | | | | | | | | | | | $ | 46,786 | | |
Weighted average outstanding shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 22,563 | | | | | | | | | | | | 5,942 | | | | | | | | | | | | (2,127) | | | | | | j | | | | | | 26,378 | | |
Diluted
|
| | | | 22,768 | | | | | | | | | | | | 5,942 | | | | | | | | | | | | (2,127) | | | | | | j | | | | | | 26,583 | | |
Net income per share – basic
|
| | | $ | 2.61 | | | | | | | | | | | $ | 1.97 | | | | | | | | | | | | | | | | | | | | | | | $ | 1.77 | | |
Net income per share – diluted
|
| | | $ | 2.59 | | | | | | | | | | | $ | 1.97 | | | | | | | | | | | | | | | | | | | | | | | $ | 1.76 | | |
(dollars and shares in thousands, except per share data)
|
| |
March 11,
2021 |
| |
10% Increase
|
| |
10% Decrease
|
| |||||||||
Shares of Kentucky Bancshares*
|
| | | | 5,961 | | | | | | 5,961 | | | | | | 5,961 | | |
Exchange ratio
|
| | | | 0.64 | | | | | | 0.64 | | | | | | 0.64 | | |
Stock Yards Bancorp shares to be issued
|
| | | | 3,815 | | | | | | 3,815 | | | | | | 3,815 | | |
Price per share of Stock Yards Bancorp common stock on March 11, 2021
|
| | | $ | 54.87 | | | | | $ | 60.36 | | | | | $ | 49.38 | | |
Preliminary consideration for common stock
|
| | | $ | 209,329 | | | | | $ | 230,273 | | | | | $ | 188,385 | | |
Cash consideration
|
| | | | 28,317 | | | | | | 28,317 | | | | | | 28,317 | | |
Total preliminary pro forma purchase price consideration
|
| | | $ | 237,646 | | | | | $ | 258,590 | | | | | $ | 216,702 | | |
Preliminary goodwill
|
| | | $ | 132,476 | | | | | $ | 153,420 | | | | | $ | 111,532 | | |
(in thousands, except per share data)
|
| | | | | | |
Preliminary pro forma consideration
|
| | | $ | 237,646 | | |
Preliminary pro forma goodwill: | | | | | | | |
Fair value of assets acquired: | | | | | | | |
Cash and cash equivalents
|
| | | $ | 41,444 | | |
Available for sale debt securities
|
| | | | 353,494 | | |
Federal Home Loan Bank stock
|
| | | | 7,072 | | |
Mortgage loans held for sale
|
| | | | 4,427 | | |
Loans, net
|
| | | | 752,009 | | |
Core deposit intangible
|
| | | | 4,000 | | |
Other assets
|
| | | | 59,816 | | |
Total assets acquired
|
| | | $ | 1,222,262 | | |
Fair value of liabilities assumed: | | | | | | | |
Deposits
|
| | | $ | 979,275 | | |
Securities sold under agreements to repurchase
|
| | | | 9,129 | | |
Federal Home Loan Bank advances
|
| | | | 98,832 | | |
Subordinated note
|
| | | | 7,217 | | |
Other liabilities
|
| | | | 22,639 | | |
Total liabilities assumed
|
| | | $ | 1,117,092 | | |
Net assets acquired
|
| | | | 105,170 | | |
Preliminary pro forma goodwill
|
| | | $ | 132,476 | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Estimate of fair value – acquired non PCD loans
|
| | | $ | 1,989 | | |
Estimate of fair value – acquired PCD loans
|
| | | | (11,427) | | |
Eliminate unrecognized loan fees on acquired loans and fair value hedge
|
| | | | (234) | | |
Net fair value pro forma adjustments
|
| | | | (9,672) | | |
Gross up of PCD loans
|
| | | | 10,626 | | |
Cumulative pro forma adjustment to loans
|
| | | $ | 954 | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Reversal of historical Kentucky Bancshares allowance for loan losses
|
| | | $ | 9,897 | | |
Estimate of lifetime credit losses for PCD loans
|
| | | | (10,626) | | |
Estimate of lifetime credit losses for non-PCD loans
|
| | | | (5,190) | | |
Net change in allowance for credit losses
|
| | | $ | (5,919) | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Reversal of historical Kentucky Bancshares core deposit intangible
|
| | | $ | (62) | | |
Estimate of core deposit intangible related to the acquisition
|
| | | | 4,000 | | |
Cumulative pro forma adjustments to core deposit intangible
|
| | | $ | 3,938 | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Reversal of historical Kentucky Bancshares reserve for unfunded loan commitments
|
| | | $ | (75) | | |
Estimate of Kentucky Bancshares reserve for unfunded loan commitments under CECL
|
| | | | 415 | | |
Accrual of combined tax effected merger-related transactions costs
|
| | | | 20,636 | | |
Net other liabilities adjustments
|
| | | $ | 20,976 | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Eliminate Kentucky Bancshares common stock
|
| | | $ | (21,996) | | |
Preliminary consideration for common stock
|
| | | | 12,704 | | |
Cumulative pro forma adjustment to common stock
|
| | | $ | (9,292) | | |
(in thousands)
|
| |
December 31, 2020
|
| |||
Eliminate Kentucky Bancshares retained earnings
|
| | | $ | (104,319) | | |
Accrual of Stock Yards Bancorp tax effected merger-related transaction costs
|
| | | | (18,018) | | |
Cumulative pro forma adjustment to retained earnings
|
| | | $ | (122,337) | | |
| | | | | | | | | | | | | | |
Amortization Expense
|
| |||
(dollars in thousands)
|
| |
Estimated
Fair Value |
| |
Useful
Life (years) |
| |
Year Ended
December 31, 2020 |
| |||||||||
Core deposit intangible
|
| | | $ | 4,000 | | | | | | 10 | | | | | $ | 727 | | |
Kentucky Bancshares historical amortization expense
|
| | | | | | | | | | | | | | | | (74) | | |
Pro forma net adjustment to amortization
|
| | | | | | | | | | | | | | | $ | 653 | | |
Remaining amortization expense: | | | | | | | | | | | | | | | | | | | |
2021
|
| | | $ | 655 | | | | | | | | | | | | | | |
2022
|
| | | | 582 | | | | | | | | | | | | | | |
2023
|
| | | | 509 | | | | | | | | | | | | | | |
2024
|
| | | | 436 | | | | | | | | | | | | | | |
2025
|
| | | | 364 | | | | | | | | | | | | | | |
2026
|
| | | | 291 | | | | | | | | | | | | | | |
2027
|
| | | | 218 | | | | | | | | | | | | | | |
2028
|
| | | | 145 | | | | | | | | | | | | | | |
2029
|
| | | | 73 | | | | | | | | | | | | | | |
Year Ended December 31, (shares in thousands)
|
| |
2020
|
| |||
Basic: | | | | | | | |
Eliminate Kentucky Bancshares outstanding shares
|
| | | | (5,942) | | |
Stock Yards Bancorp shares issued
|
| | | | 3,815 | | |
Merger adjustment
|
| | | | (2,127) | | |
Diluted: | | | | | | | |
Eliminate Kentucky Bancshares outstanding shares
|
| | | | (5,942) | | |
Stock Yards Bancorp shares issued
|
| | | | 3,815 | | |
Merger adjustment
|
| | | | (2,127) | | |
| | |
Unaudited Comparative Common Per Share
|
| |||||||||||||||||||||
| | |
Stock Yards
Bancorp Historical |
| |
Kentucky
Bancshares Historical |
| |
Pro Forma
Combined |
| |
Equivalent
Pro Forma Per Share of Kentucky Bancshares(2) |
| ||||||||||||
Basic Earnings | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 2.61 | | | | | $ | 1.97 | | | | | $ | 1.77 | | | | | $ | 1.13 | | |
Diluted Earnings | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 2.59 | | | | | $ | 1.97 | | | | | $ | 1.76 | | | | | $ | 1.13 | | |
Cash Dividends Paid(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 1.08 | | | | | $ | 0.72 | | | | | $ | 1.08 | | | | | $ | 0.69 | | |
Book Value | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020
|
| | | $ | 19.42 | | | | | $ | 21.58 | | | | | $ | 22.09 | | | | | $ | 14.14 | | |
| | |
Per Share Price
of Stock Yards Bancorp Common Stock |
| |
Per Share Price
of Kentucky Bancshares Common Stock |
| |
Implied Per
Share Value of Merger Consideration |
| |||||||||
January 26, 2021
|
| | | $ | 42.72 | | | | | $ | 19.01 | | | | | $ | 32.09 | | |
[ ], 2021
|
| | | $ | | | | | $ | | | | | $ | | | |
| | |
SUMMARY PRICING
MULTIPLES |
| |||||||||
| | |
Price /
|
| |||||||||
| | |
TBV per Share
|
| |
LTM EPS
|
| ||||||
75th Percentile
|
| | | | 106% | | | | | | 11.6x | | |
Median
|
| | | | 97% | | | | | | 9.5x | | |
Mean
|
| | | | 102% | | | | | | 10.2x | | |
25th Percentile
|
| | | | 91% | | | | | | 8.7x | | |
Implied Transaction Metric
|
| | | | 170% | | | | | | 16.1x | | |
| | |
IMPLIED COMMON SHARE
TRANSACTION CONSIDERATION |
| |||||||||
| | |
Price /
|
| |||||||||
| | |
TBV per Share
|
| |
LTM EPS
|
| ||||||
75th Percentile
|
| | | $ | 19.79 | | | | | $ | 22.76 | | |
Median
|
| | | $ | 18.25 | | | | | $ | 18.79 | | |
Mean
|
| | | $ | 19.05 | | | | | $ | 20.13 | | |
25th Percentile
|
| | | $ | 17.02 | | | | | $ | 17.23 | | |
| | |
SUMMARY TRANSACTION
MULTIPLES |
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
Maximum
|
| | | | 109% | | | | | | 21.6x | | | | | | 1.4% | | |
Median
|
| | | | 108% | | | | | | 21.3x | | | | | | 1.4% | | |
Mean
|
| | | | 108% | | | | | | 21.3x | | | | | | 1.4% | | |
Minimum
|
| | | | 107% | | | | | | 21.0x | | | | | | 1.4% | | |
Implied Transaction Metric
|
| | | | 170% | | | | | | 16.2x | | | | | | 9.6% | | |
| | |
SUMMARY TRANSACTION
MULTIPLES |
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
75th Percentile
|
| | | | 151% | | | | | | 20.6x | | | | | | 6.7% | | |
Median
|
| | | | 127% | | | | | | 16.5x | | | | | | 4.9% | | |
Mean
|
| | | | 129% | | | | | | 16.3x | | | | | | 5.4% | | |
25th Percentile
|
| | | | 110% | | | | | | 12.6x | | | | | | 2.4% | | |
Implied Transaction Metric
|
| | | | 170% | | | | | | 16.2x | | | | | | 9.6% | | |
| | |
IMPLIED COMMON SHARE
TRANSACTION CONSIDERATION |
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
Maximum
|
| | | $ | 20.36 | | | | | $ | 42.29 | | | | | $ | 20.60 | | |
Median
|
| | | $ | 20.13 | | | | | $ | 41.64 | | | | | $ | 20.59 | | |
Mean
|
| | | $ | 20.13 | | | | | $ | 41.64 | | | | | $ | 20.59 | | |
Minimum
|
| | | $ | 19.90 | | | | | $ | 40.99 | | | | | $ | 20.58 | | |
| | |
IMPLIED COMMON SHARE
TRANSACTION CONSIDERATION |
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
75th Percentile
|
| | | $ | 28.15 | | | | | $ | 40.22 | | | | | $ | 27.86 | | |
Median
|
| | | $ | 23.80 | | | | | $ | 32.22 | | | | | $ | 25.46 | | |
Mean
|
| | | $ | 24.18 | | | | | $ | 31.81 | | | | | $ | 26.15 | | |
25th Percentile
|
| | | $ | 20.49 | | | | | $ | 24.75 | | | | | $ | 21.90 | | |
| | |
For the six
months ending December 31, 2021 |
| |
For the year ending December 31,
|
| ||||||||||||||||||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||||||||||
Standalone Tangible Assets ($000s)
|
| | | $ | 1,239,000 | | | | | $ | 1,239,000 | | | | | $ | 1,305,000 | | | | | $ | 1,375,000 | | | | | $ | 1,450,000 | | | | | $ | 1,531,000 | | |
Net Income ($000s)
|
| | | $ | 5,019 | | | | | $ | 10,251 | | | | | $ | 10,835 | | | | | $ | 12,011 | | | | | $ | 13,148 | | | | | $ | 14,750 | | |
Named Executive Officer
|
| |
Cash
|
| |
Equity(3)
|
| |
Pension/
NQDC |
| |
Perquisites/
benefits(4) |
| |
Tax
Reimbursement ($) |
| |
Other
($) |
| |
Total
($) |
| |||||||||||||||||||||
Louis Prichard (President, CEO)
|
| | | $ | 724,000(1) | | | | | $ | 242,604 | | | | | $ | 0 | | | | | $ | 48,344 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,014,948(6) | | |
Norman J. Fryman (Exec VP, Chief Credit Officer)
|
| | | $ | 106,824(2) | | | | | $ | 96,356 | | | | | $ | 0 | | | | | $ | 28,532 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 231,712 | | |
James B. Braden (Exec VP, Chief Operating
Officer) |
| | | $ | 0 | | | | | $ | 116,424 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 17,329(5) | | | | | $ | 133,753 | | |
| | |
Stock Yards Bancorp
|
| |
Kentucky Bancshares
|
|
Authorized and Outstanding Capital Stock:
|
| | Stock Yards Bancorp is authorized to issue 40,000,000 shares of common stock, no par value, and 1,000,000 shares of preferred stock, no par value per share. The board of directors may issue shares of the preferred stock from time to time, in one or more series, without shareholder approval. The board of directors may determine the preferences, limitations and relative rights, to the extent permitted by Kentucky law, of any class, or series within a class, of preferred stock that it designates. As of the date of this proxy statement/prospectus, Stock Yards Bancorp has [ ] shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. | | | Kentucky Bancshares is authorized to issue up to 20,000,000 shares of common stock, no par value per share. Kentucky Bancshares’ charter authorizes the board of directors to issue up to 300,000 shares of preferred stock without par value; the board of directors may issue shares of the preferred stock from time to time, in one or more series, without shareholder approval. The board of directors may determine the preferences, limitations and relative rights, to the extent permitted by Kentucky law, of any class, or series within a class, of preferred stock that it designates. As of the record date, Kentucky Bancshares has [ ] shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. | |
Preemptive Rights:
|
| | The shareholders of Stock Yards Bancorp do not have any preemptive rights. | | | The Kentucky Bancshares shareholders do not have any preemptive rights. | |
Dividend Rights:
|
| | Stock Yards Bancorp shareholders are entitled to receive and share equally in the dividends, if, as, and when such dividends are declared by the Stock Yards Bancorp board of directors out of assets legally available for such purpose, subject to the rights of holders of any class or series of | | | Kentucky Bancshares common shareholders are entitled to receive dividends when, as and if declared by the Kentucky Bancshares board of directors out of funds legally available for that purpose, subject to the rights of holders of any class or series of preferred stock which may then be | |
| | |
Stock Yards Bancorp
|
| |
Kentucky Bancshares
|
|
| | | preferred stock which may then be outstanding. | | | outstanding. | |
Voting Rights:
|
| | Stock Yards Bancorp shareholders are entitled to voting rights of one vote per share on all matters which require their vote and do not have the right to cumulate votes in the election of directors. | | | Kentucky Bancshares shareholders are entitled to voting rights of one vote per share on all matters submitted to shareholders, excluding the election of directors. In the election of directors, the Kentucky Bancshares shareholders have cumulative voting rights. This means a Kentucky Bancshares shareholder of shares is entitled to multiply the number of shares of common stock held by the number of directors to be elected and cast the total for a single nominee or divide the votes in any manner among the nominees. | |
Size of Board of Directors:
|
| | Stock Yards Bancorp’s articles of incorporation state that its board shall be composed of not less than nine and the bylaws provide that the number shall not be less than nine nor more than 20 directors. Within those limits, the number of directors will be fixed by resolution of the board, subject to revision by resolution of the shareholders. | | | The board of directors must consist of not fewer than five nor more than 15 directors. The number may be fixed or changed from time to time in accordance with Kentucky law. | |
Classes of Directors:
|
| | Each director shall be elected to serve a term of one year, with each director’s term to expire at the annual meeting of shareholders next following the director’s election as a director. Notwithstanding the expiration of the term of a director, the director shall continue to serve until the director’s successor shall be elected and qualified. The board of directors is not classified. | | | Kentucky Bancshares’ articles of incorporation currently provide that its board of directors is divided into three classes of as nearly equal size as possible, with one class elected annually to serve for a term of three years. Notwithstanding the expiration of the term of a director, the director shall continue to serve until the director’s successor shall be elected and qualified. | |
Election of Directors:
|
| | The Stock Yards Bancorp directors are elected by shareholders of Stock Yards Bancorp at an annual meeting of shareholders or a special meeting called for the purpose of electing directors. The articles of incorporation and bylaws require majority voting for the election of directors in uncontested elections. This means that the director nominees in an uncontested election for directors must receive a number of votes cast “for” his or her election that exceeds the number of votes cast “against.” If the number of nominees exceeds the number of directors to be elected, the directors are elected by a | | | The Kentucky Bancshares directors are elected by the Kentucky Bancshares shareholders at an annual meeting of shareholders or a special meeting called for the purpose of electing directors. | |
| | |
Stock Yards Bancorp
|
| |
Kentucky Bancshares
|
|
| | | plurality of the votes cast. | | | | |
Vacancies on the Board of Directors:
|
| | Any vacancies and newly created directorships resulting from any increase in the number of directors on the Stock Yards Bancorp board is filled by a majority vote of the Stock Yards Bancorp directors, even if the number of such votes are less than a quorum, or by the sole remaining director. Each such elected director serves until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. | | | Any vacancies and newly created directorships on the Kentucky Bancshares board resulting from any increase in the number of directors or the death, resignation, retirement, disqualification, removal from office or other cause is filled by a majority vote of the Kentucky Bancshares directors. Each such elected director serves until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. | |
Removal or Resignation of Directors:
|
| |
A director of Stock Yards Bancorp may only be removed for cause and only by the affirmative vote of a majority of the then outstanding shares of capital stock entitled to vote in the election of the Stock Yards Bancorp directors.
Nominees for directors in uncontested elections are elected by a majority of votes cast in the election. An incumbent director who fails to receive a majority vote in an uncontested election in accordance with Stock Yards Bancorp’s articles of incorporation and bylaws shall, within five days following the certification of the election results, tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee.
|
| | Kentucky Bancshares’ articles of incorporation provide that, subject to the rights of any holders of preferred stock then outstanding, any director or the entire board of directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 67% of all shares of Kentucky Bancshares outstanding and then entitled to vote generally in an election of directors, voting together as a single class. However, if less than the entire board of directors is to be removed, no one of the directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the class of directors of which he or she is a part. | |
Amendments to Organizational Documents:
|
| | Except as otherwise specified therein, the Stock Yards Bancorp articles of incorporation may be amended if proposed by the Stock Yards Bancorp board of directors and approved by the affirmative vote of a majority of the outstanding shares entitled to vote. With respect to provisions relating to the approval of certain types of business combination transactions, the Stock Yards Bancorp board of directors may propose an amendment to the charter for submission to the shareholders and will be adopted by the shareholders if approved by at least (i) 80% of the voting power of the then outstanding shares of capital stock entitled to vote, voting as a single class, | | | The Kentucky Bancshares board of directors may propose an amendment to the articles of incorporation for submission to the shareholders and will be adopted by the shareholders if approved by a majority of the votes entitled to be cast on the amendment, with the exception of an amendment to or repeal of articles V (governing the board of directors), VI (governing the bylaws), VII (governing certain business combinations), VIII (governing actions taken at shareholder meetings), IX (governing director & officer indemnification), X (governing limitations on director liability), XII (governing the board of directors consideration of change in control | |
| | |
Stock Yards Bancorp
|
| |
Kentucky Bancshares
|
|
| | |
and (ii) two-thirds of the voting power of the then outstanding shares of capital stock entitled to vote which is not beneficially owned by an interested shareholder (as defined in the articles of incorporation), voting together as a single class. With respect to provisions relating to the removal of directors, , the Stock Yards Bancorp board of directors may propose an amendment to the charter for submission to the shareholders and will be adopted by the shareholders if approved by at least two-thirds of the voting power of the then outstanding shares of capital stock entitled to vote, voting as a single class.
Stock Yards Bancorp’s bylaws may be amended by the majority vote of the entire Stock Yards Bancorp board of directors at any regular or special meeting of the board of directors at which a quorum is present, subject, however, to repeal or change by action of the shareholders at any annual or special meeting of shareholders at which a quorum is present by vote of a majority of the shares entitled to vote at such meeting provided that the notice of such shareholders’ meeting shall have included notice of any such shareholders’ proposed repeal or change.
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proposals), or XIII (governing the amendment of the articles of incorporation), or the adoption of any provision inconsistent with the aforementioned articles, which shall be approved by no fewer than (i) 67% of the voting powers of all shares of Kentucky Bancshares then entitled to vote generally in the election of directors, voting as a single class, and (ii) a majority of the voting power of all shares of Kentucky Bancshares entitled to vote generally in the election of directors, voting together as a single class, excluding the voting power of all shares of Kentucky Bancshares of a then interested shareholder not beneficially owned by such shareholder on May 21, 2019.
The Kentucky Bancshares shareholders may amend or repeal Kentucky Bancshares’ bylaws even though the bylaws may also be amended or repealed by its board of directors. However, any change in the bylaws made by the board of directors may be amended or repealed by the shareholders.
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Shareholder Action by Written Consent:
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| | The KBCA and Stock Yards Bancorp’s bylaws expressly allow shareholders to act without a meeting. If all shareholders entitled to vote on an action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders. | | | Kentucky Bancshares’ articles of incorporation eliminate the right of the Kentucky Bancshares shareholders to act by written consent. Shareholder action must take place at the annual meeting or a special meeting of the Kentucky Bancshares shareholders. | |
Special Meetings of Shareholders:
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| | Stock Yards Bancorp’s bylaws allow for special meetings of the shareholders to be called at any time by the Chairman of its board of directors, the CEO, a majority of the board of directors, or, upon written demand, by the holders of not less than 33 1/3% of all shares entitled to vote on any proposed issue to be considered at such meeting. | | | Kentucky Bancshares’ articles of incorporation allow for special meetings of the shareholders to be called at any time by a majority of the members of the board of directors, or upon the written demand of the holders of not less than 67% of all the outstanding shares of Kentucky Bancshares entitled to vote at such | |
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Stock Yards Bancorp
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Kentucky Bancshares
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Record Date:
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| | The Stock Yards Bancorp board of directors must fix the record date for the determination of shareholders on a date that is not more than 70 days and, in the case of a meeting of shareholders, not less than ten days before the date of which the particular action requiring such determination of shareholders, is to be taken. | | | The Kentucky Bancshares board of directors must fix the record date for the determination of shareholders entitled to vote at a shareholders meeting on a date that is not more than 70 days before the meeting is to take place. | |
Quorum:
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| | At any meeting of the shareholders, the holders of record of a majority of Stock Yards Bancorp’s issued and outstanding capital stock then having voting rights, present in person or represented by proxy, shall constitute a quorum for the transaction of business. | | | At any meeting of the shareholders, the holders of record of a majority of Kentucky Bancshares’ issued and outstanding capital stock then having voting rights, present in person or represented by proxy, shall constitute a quorum for the transaction of business unless a greater or lesser quorum shall be provided by law or Kentucky Bancshares’ articles of incorporation and in such case the representation of the number so required shall constitute a quorum. | |
Notice of Shareholder Actions/Meetings:
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| | At least ten days and not more than 60 days before each meeting of shareholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder. | | | At least ten days and not more than 60 days before each meeting of shareholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder. | |
Advance Notice Requirements for Shareholder Nominations and Other Proposals:
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| | In order for a shareholder to properly bring any item of business before a meeting of shareholders, such shareholder must give timely notice thereof in writing to Stock Yards Bancorp in compliance with the requirements of the Stock Yards Bancorp bylaws. To be timely, the notice must be given not later than the close of business on the 90th day before the first anniversary of the preceding year’s annual meeting and must contain certain specified information concerning the person to be nominated or the matter to be brought before the meeting and concerning the shareholder submitting the proposal. | | | In order for a shareholder to properly bring any item of business before a meeting of shareholders, such shareholder must give timely notice thereof in writing to Kentucky Bancshares in compliance with the requirements of the Kentucky Bancshares bylaws. To be timely, the notice must be delivered to or mailed and received at the principal office of the Corporation, not less than 60 nor more than 90 days before the scheduled date of the meeting, regardless of any postponement, deferral or adjournment of that meeting to a later date; provided, however, that if less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of | |
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Stock Yards Bancorp
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Kentucky Bancshares
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| | | | | | business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. | |
Limitation of Liability of Directors and Officers:
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| | Stock Yards Bancorp’s articles of incorporation and bylaws state that the Stock Yards Bancorp directors shall not be personally liable to Stock Yards Bancorp or the shareholders for monetary damages for breach of any fiduciary duty as a director of Stock Yards Bancorp, except for liability (i) for any transaction in which the director’s personal, financial interest is in conflict with the financial interests of Stock Yards Bancorp, (ii) for acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law, (iii) for any vote for or assent to an unlawful distribution to shareholders prohibited under the KBCA, or (iv) any transaction in which the director derived an improper personal benefit. | | | Kentucky Bancshares’ articles of incorporation states that Kentucky Bancshares directors shall not be personally liable to Kentucky Bancshares or its shareholders for monetary damages for breach of any fiduciary duty as a director of Kentucky Bancshares except as it relates to (i) a transaction in which the director has a personal, financial interest, (ii) is not in good faith and involves intentional misconduct or is known to the director to be a violation of law, (iii) is a vote for or assent to an unlawful distribution to shareholders prohibited under the KBCA, or (iv) relates to a transaction from which the director drives an improper personal benefit. | |
Indemnification of Directors and Officers:
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| | Stock Yards Bancorp’s bylaws require the company to indemnify, to the fullest extent permitted by law, any person made a party to any proceeding against any liability incurred by such person by reason of the fact that the person was a director of Stock Yards Bancorp if (a) he conducted himself in good faith; and (b) he reasonably believed (1) in the case of conduct in his official capacity with Stock Yards Bancorp, that his conduct was in its best interests; and (2) in all other cases, that his conduct was at least not opposed to Stock Yards Bancorp’s best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. | | | Kentucky Bancshares’ articles of incorporation and bylaws require the company to indemnify its officers and directors to the fullest extent permitted by law with respect to all liability and loss suffered and expenses reasonably incurred by such person in any action, suit or proceeding in which such person was or is made, or threatened to be made, a party, or is otherwise involved by reason of the fact that such person is or was a director or officer of Kentucky Bancshares, or is or was serving at the request of Kentucky Bancshares as a director, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. | |
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Stock Yards Bancorp
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Kentucky Bancshares
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Anti-Takeover Provisions:
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| | Stock Yards Bancorp’s articles of incorporation and bylaws contain a number of provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shareholders’ shares. Those provisions include: (i) requiring special voting approvals for certain types of business combination transactions; (ii) an advance notice procedure with regard to the nomination, other than by or at the direction of the board of directors, of candidates for election as directors and with regard to certain matters to be brought before an annual meeting of Stock Yards Bancorp shareholders; (iii) limitations on the right of its shareholders to remove directors from office to those circumstances meeting the definition of “cause” under the articles of incorporation; and (iv) its unissued shares of common stock and preferred stock are available for future issuance without shareholder approval, subject to limitations imposed by the NASDAQ. | | | Kentucky Bancshares’ articles of incorporation and bylaws contain a number of provisions that may be deemed to have an anti-takeover effect and may delay, defer or prevent a change in control. Those provisions include: (i) requiring special voting approvals for certain types of business combination transactions; (ii) an advance notice procedure with regard to the nomination, other than by or at the direction of the board of directors, of candidates for election as directors and with regard to certain matters to be brought before an annual meeting of our shareholders; (iii) elimination of shareholder’s ability to act by written consent; (iv) the board of directors’ authority to oppose or contest, without shareholder approval, a change of control proposal that the board of directors deems unfair or undesirable; and (v) its unissued shares of common stock and preferred stock are available for future issuance without shareholder approval. | |
Rights of Dissenting Shareholders:
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| | The KBCA provides that a shareholder of a corporation is generally entitled to receive payment of the fair value of his or her stock if the shareholder dissents from transactions including a proposed merger, share exchange or a sale of substantially all of the assets of Stock Yards Bancorp. | | | The KBCA provides that a shareholder of a corporation is generally entitled to receive payment of the fair value of his or her stock if the shareholder dissents from transactions including a proposed merger, share exchange or a sale of substantially all of the assets of Kentucky Bancshares. | |
Shareholder Rights Plan:
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| | Stock Yards Bancorp does not currently have a shareholder rights plan in effect. | | | Kentucky Bancshares does not currently have a shareholder rights plan in effect. | |
Stock Yards Bancorp filings (SEC File No. 001-37875)
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Periods Covered or Date of Filing with the SEC
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Annual Report on Form 10-K | | | Fiscal year ended December 31, 2020, Filed on February 26, 2021 | |
Current Reports on Form 8-K | | | Filed on February 10, 2021, January 28, 2021, and January 27, 2021 (other than the portions of those documents deemed furnished and not filed) | |
Definitive Proxy Statement on Schedule 14A | | | Filed on March 12, 2021 | |
The description of Stock Yards Bancorp’s common stock contained in S.Y. Bancorp, Inc.’s Registration Statement filed on Form 8-A with the SEC, including all amendments and reports filed with the SEC for purposes of updating such description | | | Filed on July 22, 2005, as updated by Exhibit 4.1 to Stock Yards Bancorp’s Form 10-K for the year ended December 31, 2020, Filed on February 26, 2021. | |
Kentucky Bancshares filings (SEC File No. 001-36895)
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Periods Covered or Date of Filing with the SEC
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Annual Report on Form 10-K | | | Fiscal year ended December 31, 2020, Filed on March 3, 2021 | |
Kentucky Bancshares filings (SEC File No. 001-36895)
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Periods Covered or Date of Filing with the SEC
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Current Reports on Form 8-K | | | Filed on February 23, 2021, February 01, 2021, January 28, 2021, and January 27, 2021 (other than the portions of those documents deemed furnished and not filed) | |
Definitive Proxy Statement on Schedule 14A | | | Filed on May 11, 2020 | |
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Stock Yards Bancorp, Inc.
1040 East Main Street Louisville, Kentucky 40206 Telephone: (502) 582-2571 Attention: Investor Relations Email: onlinecustomerservice@syb.com |
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Kentucky Bancshares, Inc.
339 Main Street, P.O. Box 157 Paris, Kentucky 40361 Telephone: (859) 988-1303 Attention: Investor Relations Email: greg.dawson@kyb.com |
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Term
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Section of the Agreement
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Acquisition Proposal | | | 5.14(b) | |
Agreement | | | Preamble | |
Alternative Acquisition Agreement | | | 5.14(g) | |
Articles of Merger | | | 1.3 | |
Bank Merger | | | 1.10 | |
Bank Merger Agreement | | | 1.10 | |
Bank Merger Certificates | | | 1.10 | |
BHC Act | | | Recitals | |
Blue Sky | | | 3.4 | |
Board Recommendation | | | 5.6(a) | |
CARES Act | | | 3.25(g) | |
CARES Act Modified Loan | | | 3.25(g) | |
Certificate | | | 1.5(b) | |
Change in Recommendation | | | 5.6(b) | |
Chosen Courts | | | 8.9(b) | |
Closing | | | 1.2 | |
Closing Date | | | 1.2 | |
Closing Net Equity | | | 6.2(f) | |
COBRA | | | 3.11(g) | |
Continuing Employees | | | 5.8(a) | |
Continuing Employee Agreements | | | 5.8(c) | |
Contract | | | 3.13(a) | |
Controlled Group Liability | | | 3.11(e) | |
D&O Insurance | | | 5.9(b) | |
Data Conversion | | | 5.21 | |
Debentures | | | 3.2(b) | |
Dissenting Shares | | | 1.5(d) | |
Effective Time | | | 1.3 | |
Enforceability Exceptions | | | 3.3(a) | |
Environmental Laws | | | 3.16 | |
ERISA | | | 3.11(a) | |
ERISA Affiliate | | | 3.11(e) | |
Exchange Act | | | 3.6(c) | |
Exchange Agent | | | 2.1 | |
Exchange Fund | | | 2.1 | |
Exchange Ratio | | | 1.5(a) | |
Executive Fringe Benefits | | | 3.11(p) | |
FBT | | | 6.1(f) | |
FDIC | | | 3.28 | |
Final Claim Date | | | 2.2(f) | |
FRB | | | Recitals | |
Term
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Section of the Agreement
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GAAP | | | 3.8(c) | |
Governmental Entity | | | 3.4 | |
Indenture | | | 3.2(b) | |
Insurance Policies | | | 3.26 | |
Insurance Policy | | | 3.26 | |
Intellectual Property | | | 3.19 | |
IRS | | | 3.10(a) | |
KBCA | | | Recitals | |
KBW | | | 4.7 | |
KCHR | | | 3.11(q) | |
KDFI | | | 3.4 | |
Kentucky Secretary | | | 1.3 | |
KFSC | | | Recitals | |
KTYB | | | Preamble | |
KTYB 401(k) Plan | | | 5.8(f) | |
KTYB Articles | | | 3.1(a) | |
KTYB Bylaws | | | 3.1(a) | |
KTYB Benefit Plans | | | 3.11(a) | |
KTYB Common Stock | | | 1.5(a) | |
KTYB Contract | | | 3.13(a) | |
KTYB Disclosure Schedule | | | Article III | |
KTYB Indemnified Parties | | | 5.9(a) | |
KTYB Insiders | | | 5.25 | |
KTYB Meeting | | | 5.6 | |
KTYB Owned Properties | | | 3.18(a) | |
KTYB Preferred | | | 3.2(a) | |
KTYB Qualified Plans | | | 3.11(d) | |
KTYB Real Property | | | 3.18(b) | |
KTYB Regulatory Agreement | | | 3.14 | |
KTYB Reports | | | 3.5(b) | |
KTYB Restricted Stock Award | | | 1.6 | |
KTYB Subsidiary | | | 3.1(b) | |
KTYB Support Agreements | | | Recitals | |
KY Bank | | | Recitals | |
KY Bank Common Stock | | | 3.2(c) | |
Letter of Transmittal | | | 2.2(a) | |
Liens | | | 3.2(d) | |
Loans | | | 3.25(b) | |
Material Adverse Effect | | | 3.8(c) | |
Materially Burdensome Regulatory Condition | | | 5.4(c) | |
Merger | | | 1.1 | |
Merger Consideration | | | 1.5(a) | |
Merger Subsidiary | | | Preamble | |
Term
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Section of the Agreement
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Merger Subsidiary Articles | | | 1.4(b) | |
Merger Subsidiary Bylaws | | | 1.4(b) | |
Merger Subsidiary Common Stock | | | 1.8 | |
Multiemployer Plan | | | 3.11(f) | |
Multiple Employer Plan | | | 3.11(f) | |
NASDAQ | | | 2.2(e) | |
Non-Disclosure Agreement | | | 5.5(b) | |
Notice Period | | | 5.14(h) | |
Notifying Party | | | 5.12(a) | |
“ordinary course, consistent with past practices” | | | 3.8(b) | |
OREO | | | 3.18(d) | |
Outside Date | | | 7.1(c) | |
Pandemic | | | 3.8(c) | |
Pandemic Measures | | | 3.8(c) | |
Parent-Sub Merger | | | 1.9 | |
Permitted Encumbrances | | | 3.18(a) | |
Per Share Cash Consideration | | | 1.5(a) | |
Premium Cap | | | 5.9(b) | |
Proxy Statement | | | 3.4 | |
Raymond James | | | 3.7 | |
Regulatory Agencies | | | 3.5(a) | |
Representatives | | | 5.14(a) | |
Requisite KTYB Vote | | | 3.3(a) | |
Requisite Regulatory Approvals | | | 5.4(e) | |
S-4 | | | 3.4 | |
Sarbanes-Oxley Act | | | 3.5(b) | |
SEC | | | 3.4 | |
Securities Act | | | 3.5(b) | |
Specified KTYB Shareholder | | | Recitals | |
SRO | | | 3.4 | |
Subsequent KTYB Financial Statements | | | 5.20 | |
Subsidiary | | | 3.1(a) | |
Superior Proposal | | | 5.14(f) | |
Surviving Corporation | | | 1.1 | |
SY Bank | | | Recitals | |
SY Bank KSOP | | | 5.8(f) | |
SYBT | | | Preamble | |
SYBT Articles | | | 4.1(a) | |
SYBT Benefit Plans | | | 4.11(a) | |
SYBT Bylaws | | | 4.1(a) | |
SYBT Common Stock | | | 1.5(a) | |
SYBT Common Stock Closing Price | | | 2.2(e) | |
SYBT Disclosure Schedule | | | Article IV | |
Term
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Section of the Agreement
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SYBT Equity Plan | | | 4.2(a) | |
SYBT Preferred Stock | | | 4.2(a) | |
SYBT Regulatory Agreement | | | 4.13 | |
SYBT Reports | | | 4.5(b) | |
SYBT Subsidiary | | | 4.1(b) | |
Takeover Statutes | | | 3.21 | |
Tax | | | 3.10(b) | |
Tax Return | | | 3.10(c) | |
Termination Fee | | | 7.2(b)(i) | |
Third Party System | | | 3.27 | |
Unsecured Loans | | | 3.25(b) | |
Print Name: |
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Print Name: |
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Name and Address of Shareholder
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Owned Shares
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[NAME]
[ ] [ ] Phone: [ ] Email: [ ] |
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Signature
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Title
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Date
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/s/ JAMES A. HILLEBRAND
James A. Hillebrand
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| | Chairman and CEO (Principal Executive Officer) | | |
March 19, 2021
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/s/ T. CLAY STINNETT
T. Clay Stinnett
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| | EVP and CFO (Principal Financial Officer) | | |
March 19, 2021
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/s/ MICHAEL B. NEWTON
Michael B. Newton
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| | SVP and Principal Accounting Officer | | |
March 19, 2021
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*
David P. Heintzman
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| | Director | | |
March 19, 2021
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*
Paul J. Bickel III
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| | Director | | |
March 19, 2021
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*
J. McCauley Brown
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| | Director | | |
March 19, 2021
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*
Donna L. Heitzman
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| | Director | | |
March 19, 2021
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*
Carl G. Herde
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| | Director | | |
March 19, 2021
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*
Richard A. Lechleiter
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| | Director | | |
March 19, 2021
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*
Stephen M. Priebe
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| | Director | | |
March 19, 2021
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Signature
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Title
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Date
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*
John L. Schutte
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| | Director | | |
March 19, 2021
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*
Norman Tasman
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| | Director | | |
March 19, 2021
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*
Kathy C. Thompson
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| | Senior EVP and Director | | |
March 19, 2021
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Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Stock Yards Bancorp, Inc. of our reports dated February 26, 2021 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in the Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ BKD, LLP | |
Indianapolis, Indiana | |
March 19, 2021 |
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 of Stock Yards Bancorp, Inc. of our report dated March 3, 2021 on the consolidated financial statements for Kentucky Bancshares, Inc., appearing in their Annual Report on Form 10-K. We also consent to the reference to us under the heading of “Experts” in the prospectus.
/s/ Crowe LLP | |
Louisville, Kentucky | |
March 19, 2021 |
Exhibit 24.1
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James A. Hillebrand and T. Clay Stinnett, or either one of them, as his or her attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in each capacity stated below a Registration Statement on Form S-4 (or any other appropriate form), and any and all amendments (including post-effective amendments) thereto, with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of shares of the common stock, no par value, of Stock Yards Bancorp, Inc., a Kentucky corporation (“Stock Yards Bancorp”), to be issued in connection with the acquisition of Kentucky Bancshares, Inc., a Kentucky corporation (“Kentucky Bancshares”), in accordance with the terms of that certain Agreement and Plan of Merger, dated as of January 27, 2021, by and among Stock Yards Bancorp, Kentucky Bancshares, and H. Meyer Merger Subsidiary, Inc., a Kentucky corporation and a direct, wholly owned subsidiary of Stock Yards Bancorp, as the registrant deems appropriate, and to file the same, with exhibits thereto and other documents in connection therewith, including without limitation, a registration statement filed pursuant to Rule 462(b) under the Securities Act, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power of authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand as of March 19, 2021.
/s/ James A. Hillebrand | /s/ J. McCauley Brown | |
James A. Hillebrand Chairman of the Board and CEO |
J. McCauley Brown Director
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/s/ T. Clay Stinnett | /s/ Donna L. Heitzman | |
T. Clay Stinnett EVP and CFO (Principal Financial Officer)
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Donna L. Heitzman Director
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/s/ Michael B. Newton | /s/ Carl G. Herde | |
Michael B. Newton SVP and Principal Accounting Officer
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Carl G. Herde Director
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/s/ David P. Heintzman | /s/ Richard A. Lechleiter | |
David P. Heintzman Director |
Richard A. Lechleiter Director
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/s/ Stephen M. Priebe | /s/ John L. Schutte | |
Stephen M. Priebe Director
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John L. Schutte Director |
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/s/ Norman Tasman | /s/ Kathy C. Thompson | |
Norman Tasman Director |
Kathy C. Thompson Director
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/s/ Paul J. Bickel III | ||
Paul J. Bickel III Director
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- 2 -
Exhibit 99.1
Consent of Raymond James & Associates, Inc.
Raymond James & Associates, Inc. (“Raymond James”) consents to (i) the inclusion and description of our opinion letter dated January 26, 2021 to the Board of Directors of Kentucky Bancshares, Inc. (the “Company”) included as Annex B to the proxy statement/prospectus related to the proposed merger of the Company with Stock Yards Bancorp, Inc. which forms a part of the Registration Statement on Form S-4 of Stock Yards Bancorp, Inc. (the “Registration Statement”) and (ii) the references to our firm and our opinion included in such Registration Statement.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the terms “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchanges Commission thereunder.
/s/ RAYMOND JAMES & ASSOCIATES, INC. | |
Dated: March 19, 2021 |
Exhibit 99.3
March 19, 2021
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, KY 40206
Consent to Reference in Proxy Statement/Prospectus
Stock Yards Bancorp, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence upon the effective time of the merger described in the proxy statement/prospectus.
[Signature Page Follows]
Sincerely,
/s/ Edwin S. Saunier | |
Edwin S. Saunier |
[Signature Page for Consent to Reference in Proxy Statement/Prospectus]
- 2 -
Exhibit 99.4
March 19, 2021
Stock Yards Bancorp, Inc.
1040 East Main Street
Louisville, KY 40206
Consent to Reference in Proxy Statement/Prospectus
Stock Yards Bancorp, Inc. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence upon the effective time of the merger described in the proxy statement/prospectus.
[Signature Page Follows]
Sincerely,
/s/ Shannon B. Arvin | |
Shannon B. Arvin |
[Signature Page for Consent to Reference in Proxy Statement/Prospectus]
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