UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

For the fiscal year ended December 31, 2016

or

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

For the transition period from                    to                   

Commission file number 001-36808

 

COUNTY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

Wisconsin

 

39-1850431

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

860 N. Rapids Road, Manitowoc, WI

 

54221

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (920) 686-9998

Securities registered pursuant to Section 12(b) of the Act: 

 

 

Title of each class

 

Name of each exchange on which registered

 

 

Common Stock, $0.01 par value per share

 

The NASDAQ Global Market LLC

 

Securities registered pursuant to Section 12(g) of the Act

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes     No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes     No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes     No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes     No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K .

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

 

Large accelerated filer  

Accelerated filer  

Non-accelerated filer  

Smaller reporting company  

 

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes     No 

The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter – $101,265,109

As of March 23, 2017, 6,615,232 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement of County Bancorp, Inc. for its 2017 annual meeting of shareholders are incorporated by reference into Part III hereof to the extent indicated in such Part.  The definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

 

 

 

 


 

201 6 FORM 10-K

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

DESCRIPTION

 

PAGE
NO.

 

 

 

 

 

 

 

PART I

 

 

 

 

 

 

 

 

ITEM 1.

 

Business

 

3

 

 

ITEM 1A.

 

Risk Factors

 

18

 

 

ITEM 1B.

 

Unresolved Staff Comments

 

28

 

 

ITEM 2.

 

Properties

 

28

 

 

ITEM 3.

 

Legal Proceedings

 

28

 

 

ITEM 4.

 

Mine Safety Disclosures

 

28

PART II

 

 

 

 

 

 

 

 

ITEM 5.

 

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 

28

 

 

ITEM 6.

 

Selected Financial Data

 

30

 

 

ITEM 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

31

 

 

ITEM 7A.

 

Quantitative and Qualitative Disclosures about Market Risk

 

53

 

 

ITEM 8.

 

Financial Statements and Supplementary Data

 

54

 

 

ITEM 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

96

 

 

ITEM 9A

 

Controls and Procedures

 

96

 

 

ITEM 9B

 

Other Information

 

96

PART III

 

 

 

 

 

 

 

 

ITEM 10.

 

Directors, Executive Officers and Corporate Governance

 

97

 

 

ITEM 11.

 

Executive Compensation

 

97

 

 

ITEM 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 

97

 

 

ITEM 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

97

 

 

ITEM 14.

 

Principal Accountant Fees and Services

 

97

PART IV

 

 

 

 

 

 

 

 

ITEM 15.

 

Exhibits and Financial Statement Schedules

 

97

 

 

 

 

 

 

 

 

 

 

 

Signatures

 

98

 

 

 

 

2


 

PAR T I

ITEM 1. BUSINESS

General

County Bancorp, Inc. (“we,” “us,” “our” or the “Company”) is a Wisconsin corporation founded in May 1996 and is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”). Our primary activities consist of holding the stock of our wholly-owned subsidiary bank, Investors Community Bank (the “Bank”), and providing a wide range of banking and related business activities through the Bank and our other subsidiaries. At December 31, 2016, we had total assets of approximately $1.2 billion. For additional financial information, see our consolidated financial statements in Part II, Item 8 of this Form 10-K.

Investors Community Bank

Investors Community Bank is a Wisconsin state bank originally chartered in 1997, and headquartered in Manitowoc, Wisconsin. The Bank is an independent community bank offering a full range of financial services focusing on the needs of agricultural businesses statewide, with a primary focus on dairy-related lending with lending relationships in 60 of Wisconsin’s 72 counties.  We also serve business customers throughout Wisconsin but primarily are focused in northeastern and central Wisconsin.  Our customers are served from our full-service branches in Manitowoc, Appleton, Green Bay, and Stevens Point, and our loan production offices in Darlington, Eau Claire, Fond du Lac, and Sheboygan.

Subsidiaries

In addition to the Bank, we have three wholly-owned subsidiaries, County Bancorp Statutory Trust II, County Bancorp Statutory Trust III, and Fox River Valley Trust I which are Delaware statutory trusts.  The Bank is the sole shareholder of ICB Investment Corp., a wholly-owned Nevada subsidiary, and is the sole member of Investor Insurance Services, LLC and ABS 1, LLC, which are both Wisconsin limited liability companies.  During 2017, subject to regulatory approval, the Bank plans to dissolve the ICB Investment Corp. and distribute its assets to the Bank.

Merger Transaction

On May 13, 2016, we completed a merger with Fox River Valley Bancorp, Inc. (“Fox River Valley”), a Wisconsin corporation, pursuant to which the Company acquired Fox River Valley.  In connection with and immediately following the merger, The Business Bank, a Wisconsin-chartered bank and wholly-owned subsidiary of Fox River Valley, merged with and into the Bank.  For additional information on this merger, see Note 2. “Acquisition” to our consolidated financial statements in Part II, Item 8 of this Form 10-K.

Corporate Governance Matters

We maintain a website at www.investorscommunitybank.com. We make available through the Investor Relations link on that website, free of charge, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file those materials with, or furnish them to, the Securities and Exchange Commission (“SEC”).  Investors can read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm.  Investors can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants.

Market

Our agricultural banking business, which is primarily dairy-related, extends throughout Wisconsin.  We had lending relationships in 60 of the state’s 72 counties as of December 31, 2016. We also serve business customers throughout Wisconsin with a focus on northeastern and central Wisconsin.

The economy in Wisconsin represents a diverse range of industries. According to the U.S. Census Bureau, manufacturing, trade, agriculture, professional and business services, finance and insurance, and government industries accounted for approximately 50% of employment in the state in 2012. According to the Bureau of Economic Analysis, the broader Wisconsin economy is growing at a pace on par with the United States as a whole, and the overall unemployment rate was a fifteen-year low and below the national rate of unemployment for all of 2016.

 

3


 

Dairy-related business lending has proven to be a sourc e of stability and steady growth for both the Bank and the state of Wisconsin. The economic impact of the dairy industry on Wisconsin is significant. According to a 2012 report from the University of Wisconsin-Madison, as part of the overall Wisconsin agri cultural economy, the dairy sector contributed $43.4 billion of revenue to the state’s economy. According to a 2015 report from the University of Wisconsin-Madison, total revenue for the agricultural industry in Wisconsin was just over $59 billion in 2007 an d had grown to $88.3 billion in 2012, representing approximately a 49% increase .   In 2015, according to the United States Department of Agriculture (“USDA’) Economic Research Service (“ ERS ”) , Wisconsin exported $970 .0 million of dairy products. This amount is more than triple of the total exported dairy products in 2010.

According to the Wisconsin Milk Marketing Board, over the past thirty years, the average consumption of cheese has increased 55%.  From 2009 to 2014, the consumption of yogurt increased 244%.   According to the USDA, in 2016, Wisconsin was the home of 23% of all U.S. dairy farms. We believe the available customer base, the increasing demand for agricultural products and changing agricultural industry dynamics will continue to drive the need for agricultural banking services. Furthermore, the broader business banking environment in Wisconsin continues to grow. We believe the Bank is well positioned to continue serving the banking needs of agricultural and business banking customers throughout Wisconsin.

Our Products and Services

The Bank provides a wide range of consumer and commercial banking services to individuals, businesses, and industries. The basic services offered by the Bank include: demand interest bearing and noninterest bearing accounts, money market deposit accounts, NOW accounts, time deposits, remote merchant deposit capture, internet banking, cash management services, safe deposit services, credit cards, debit cards, direct deposits, notary services, night depository, cashier’s checks, drive-in tellers, banking by mail, and certain consumer loans, both collateralized and uncollateralized. In addition, the Bank makes secured and unsecured commercial loans as well as loans secured by residential and commercial real estate, and issues stand-by letters of credit. The Bank provides access to ATM cards and is a member of the Pulse and Cirrus ATM networks thereby enabling customers to utilize the convenience of ATM access nationwide and internationally.

The revenues of the Bank are primarily derived from interest on loans and fees received in connection with loans, interest and dividends on its investment securities, and non-interest income primarily generated from loan sales and loan servicing rights. Most of the Bank’s investment portfolio is held in its wholly owned subsidiary ICB Investment Corp. The principal sources of funds for the Bank’s lending activities are deposits (primarily consumer deposits and brokered deposits), loan repayments, and income on and proceeds from the sale of investment securities. The Bank’s principal expenses are interest paid on deposits and operating and general administrative expenses. The Bank also generates non-interest income from Investors Insurance Services, LLC, which is a wholly-owned subsidiary of the Bank. Investors Insurance Services, LLC, provides crop insurance and milk margin products to the agricultural sector of Wisconsin.

As is the case with financial institutions generally, our operations are materially and significantly influenced by general economic conditions and by related monetary and fiscal policies of financial institution regulatory agencies, including the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (“FDIC”) and the Wisconsin Department of Financial Institutions (“WDFI”) Banking Division. Deposit flows and costs of funds are influenced by interest rates on competing investments and general market interest rates. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn is affected by the interest rates at which such financing may be offered and other factors affecting local demand and availability of funds. The Bank faces strong competition in the attraction of deposits and the origination of loans. For additional information about the competition we face, see the section of this Form 10-K entitled “Item I - Business—Competition.”

 

4


 

Lending Activities

Loans

A significant source of our revenues is the interest earned on the Bank’s loan portfolio.  At December 31, 2016, our total assets were $1.2 billion and our total loans were $1.0 billion, or 82.9% of total assets.  At December 31, 2015, our total assets were $884.9 million and our total loans were $748.2 million, or 84.6% of total assets. At December 31, 2014, our total assets were $771.8 million and our total loans were $648.1 million, or 84.0% of total assets.  The increase in total loans from December 31, 2015 to December 31, 2016, was $282.3 million (37.7%) primarily due to the merger with Fox River Valley, and from December 31, 2014 to December 31, 2015, total loans increased $100.1 million (15.4%). For the periods indicated below, the net change in total loans (excluding the allowance for loan losses) was as follows:

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

(dollars in thousands)

 

Total loans:

 

 

 

 

 

 

 

 

 

 

 

 

   Balance, beginning of period

 

$

748,189

 

 

$

648,122

 

 

$

569,138

 

      Loan originations, net of repayments

 

 

244,542

 

 

 

170,144

 

 

 

96,117

 

      Loans acquired, net of repayments

 

 

121,265

 

 

 

 

 

 

 

      Less:  Loans sold, net of repayments

 

 

(81,031

)

 

 

(66,640

)

 

 

(15,165

)

      Less:  Loans charged-off, net

 

 

(1,670

)

 

 

(1,907

)

 

 

(647

)

      Less: Transfers to other real estate owned

 

 

(809

)

 

 

(1,530

)

 

 

(1,321

)

   Balance, end of period

 

$

1,030,486

 

 

$

748,189

 

 

$

648,122

 

 

 

For more information about our loan portfolio, see the section of this Form 10-K entitled “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Financial Condition at December 31, 2016, 2015, and 2014—Net Loans.”

Lending activities are conducted pursuant to a written policy adopted by the Bank. Each loan officer has defined lending authority beyond which loans, depending upon their type and size, must be reviewed and approved by the management loan committee or the board loan committee, depending on the size and risk classification of the loan.

The composition of our loan portfolio was as follows as of the dates indicated:

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

624,632

 

 

 

60.6

%

 

$

499,320

 

 

 

66.8

%

 

$

415,164

 

 

 

64.1

%

 

$

375,240

 

 

 

65.9

%

 

$

381,893

 

 

 

62.3

%

Commercial real estate loans

 

 

270,475

 

 

 

26.3

%

 

 

161,741

 

 

 

21.6

%

 

 

137,517

 

 

 

21.2

%

 

 

102,645

 

 

 

18.0

%

 

 

123,499

 

 

 

20.1

%

Commercial loans

 

 

89,944

 

 

 

8.7

%

 

 

51,978

 

 

 

6.9

%

 

 

53,745

 

 

 

8.3

%

 

 

51,008

 

 

 

9.0

%

 

 

57,928

 

 

 

9.4

%

Residential real estate loans

 

 

45,276

 

 

 

4.4

%

 

 

34,631

 

 

 

4.6

%

 

 

40,885

 

 

 

6.3

%

 

 

39,901

 

 

 

7.0

%

 

 

49,050

 

 

 

8.0

%

Installment and consumer other

 

 

159

 

 

 

0.0

%

 

 

519

 

 

 

0.1

%

 

 

811

 

 

 

0.1

%

 

 

344

 

 

 

0.1

%

 

 

1,120

 

 

 

0.2

%

Total loans

 

$

1,030,486

 

 

 

100.0

%

 

$

748,189

 

 

 

100.0

%

 

$

648,122

 

 

 

100.0

%

 

$

569,138

 

 

 

100.0

%

 

$

613,490

 

 

 

100.0

%

   Less:  Allowance for loan losses

 

 

(12,645

)

 

 

 

 

 

 

(10,405

)

 

 

 

 

 

 

(10,603

)

 

 

 

 

 

 

(10,495

)

 

 

 

 

 

 

(12,521

)

 

 

 

 

Net loans

 

$

1,017,841

 

 

 

 

 

 

$

737,784

 

 

 

 

 

 

$

637,519

 

 

 

 

 

 

$

558,643

 

 

 

 

 

 

$

600,969

 

 

 

 

 

 

Loan Portfolio Concentrations

Our agricultural loan portfolio, while heavily dependent on the dairy industry, is the beneficiary of a number of mitigating factors to this concentration risk. First, our farm customers are diversified geographically throughout the state of Wisconsin, which we believe helps mitigate the weather-related risk impacting feed availability and cost. Secondly, the U.S. Department of Agriculture (the “USDA”) provides government support for a number of insurance-type products that dairy producers can purchase, which we believe substantially mitigate weather and pricing risks for crops and pricing risks for milk. The availability of these types of products in addition to the ability to use the futures markets to hedge both milk price and feed cost brings some additional stability and predictability to the cash flows of farmers.

 

5


 

We originate and maintain large credit relationships with a number of customers in the ordinary course of our business. We have established a formal, internal lending limit on loans to one borrower of $8 million, which is significantly lower than our legal l ending limit of approximately $2 5 million as of December 31, 201 6 . Exceptions to this internal limit may be made in the case of particularly strong credits . As of December 31, 2016 , 29 relationships exceeded our internal lending limit with total com bined credit risk exposure of $230.4 million, or 154 % of total risk-based capital, and only six of these relationships exceeded $10 mill ion, with the largest being $17.9 million.

Loan Underwriting

Management seeks to maintain a high quality of loans through sound underwriting and lending practices. We believe an important measurement for monitoring overall credit quality of our loan portfolio is the ratio of non-performing assets to total assets as nonperforming loans may ultimately progress to other real estate owned (“OREO”). Accordingly, the initial underwriting of loans is vital. Our ratios of non-performing assets to total assets as of December 31, 2016, December 31, 2015, and 2014 were 1.84%, 3.10%, and 2.42%, respectively. We have customized our loan underwriting to reflect the risks that are specific to each product type as described below.

Agricultural Lending . Our agricultural banking team consists of bankers, all of whom grew up on farms in Wisconsin, which provides a solid understanding of the nuances of the industry. As of the date of this filing, we have ten agricultural banking officers driving the relationships with our customers, as well as three crop insurance sales representatives. Our philosophy is to bring the Bank to the customer, and most contacts are made on the farm. We believe the deep relationships our team has with our agricultural customers, and the value each team member provides given his or her strong agricultural roots, creates a barrier to entry for our competitors. We believe this regular personal contact with our customers provides a high level of service and allows our bankers to monitor our credits more effectively.

Our relationships with our agricultural customers typically involve their entire primary banking needs. We lend money to our customers for short-term needs, such as planting crops or buying feed. We also provide intermediate-term loans to fund cattle or equipment needs, as well as longer-term real estate loans to provide funds to purchase real estate or improve existing real estate. Collateral for these loans will typically involve cross-collateralization of all of a farm’s assets, and the Bank will be in a primary lien position. We apply a consistent credit philosophy when underwriting agricultural loans, which focuses on repayment of credit facilities from current and historical cash flow analysis, both cash and accrual. Other factors considered in granting credit are management capability, collateral quality and adequacy, and balance sheet leverage.

Commercial Lending . Our commercial and industrial loans (“commercial loans”) are offered by business bankers who, as a group, have extensive experience in making commercial loans. Our commercial loan portfolio is comprised of conventional term loans, lines of credit and government guaranteed loans, primarily Small Business Administration (“SBA”) loans. These loans have either adjustable or fixed rates typically with terms of five years or less, although terms are generally longer with SBA guarantees. Commercial loans are underwritten on the basis of the borrower’s ability to make repayment for the cash flow of its business and generally are collateralized by business assets, such as accounts receivable, equipment and inventory, as well as personal guarantees of the principals. The availability of funds for the repayment of commercial loans is substantially dependent on the success of the business itself, which is subject to adverse economic conditions.

Commercial real estate mortgage loans (“CRE loans”) in our portfolio consist of fixed and adjustable interest rate loans that were originated at prevailing market interest rates. Our policy has been to originate CRE loans predominantly in our primary market area. CRE loans consist primarily of multi-family investment properties and investment retail, office, mini-storage and warehouse loans. These loans are generally underwritten to a maximum loan-to-value of 75% of the lower of appraised value or purchase price of the property securing the loan. In making CRE loans, we primarily consider the net operating income generated by the real estate to support the debt service, the financial resources and income level and managerial expertise of the borrower, the marketability of the collateral and our lending experience with the borrower. CRE loans entail significant additional risks compared to residential mortgage loans. The collateral underlying CRE loans may depreciate over time, cannot be appraised with as much precision as residential real estate, and may fluctuate in value based on the success of the tenants.

Consumer Lending . While not a primary focus of ours, we do provide consumer and personal loans on a collateralized and non-collateralized basis. These loans are most often collateralized by primary residences, secondary residences, automobiles and recreational vehicles. Consumer loans are priced at prevailing market rates and are made to the individuals responsible for making the scheduled payments. Consumer and personal loans generally have a term of five years or less, with amortizations that match the useful life of the assets being financed. Consumer loans represent less than 0.1% of our overall loan portfolio.

Concentrations . Loan concentrations are defined as amounts loaned to multiple borrowers engaged in similar activities that could cause them to be similarly impacted by economic or other conditions. We, on a routine basis, monitor these concentrations in

 

6


 

order to consider adjustments in our lending practices to reflect economic conditions, loan to deposit ratios, and indus try trends. As of December 31, 2016, 2015, and 2014, there as a concentration of agricultural real estate and agricultural production loans, which together comprised approximately 61%, 67%, and 64%, respectively .  There was also a concentration of commercial real estate loans at December 31, 2016 , which comprised approximately 26% of our loan portfolio on that date .  Other than as previously described, there were no concentration s of loans within any portfolio category to any group of borrowers enga ged in similar activities or in a similar business that exceeded 25% of total loans at December 31, 2016, 2015, or 2014 .

The credit committee of the board of directors of the Bank concentrates its efforts and resources, and that of its senior management and lending officers, on loan review and underwriting procedures. Internal controls include ongoing reviews of loans made to monitor documentation and the existence and valuations of collateral. In addition, management of the Bank has established a review process with the objective of identifying, evaluating, and initiating necessary corrective action for troubled and stressed loans. The goal of the loan review process is to address classified and non-performing loans as early as possible.

For additional information concerning our risk management, see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management.”

Loan Servicing

As part of our growth and risk management strategy, we have actively developed a loan participation and loan sales network. Our ability to sell loan participations and whole loans benefits us by freeing up capital and funding to lend to new customers, but because we continue to service these loans, we are able to maintain a relationship with the customer. Additionally, we typically earn a gain on the sale of loans sold and receive a servicing fee that generally exceeds the cost of administering the loan and maintaining the customer relationship.

The following table shows the total portfolio of loans and loans serviced as of the dates indicated below:

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

(dollars in thousands)

 

Total loans:

 

$

1,030,486

 

 

$

748,189

 

 

$

648,122

 

   Less:  Non-qualified loan sales included below

 

 

(1,963

)

 

 

(3,945

)

 

 

(8,894

)

Loans serviced:

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

 

562,843

 

 

 

480,133

 

 

 

413,933

 

   Commercial

 

 

11,038

 

 

 

11,080

 

 

 

10,419

 

   Commercial real estate

 

 

3,083

 

 

 

4,720

 

 

 

4,941

 

      Total loans serviced

 

 

576,964

 

 

 

495,933

 

 

 

429,293

 

Total loans and loans serviced

 

$

1,605,487

 

 

$

1,240,177

 

 

$

1,068,521

 

 

Classification of Assets

Interest on loans accrues and is credited to income based upon the principal balance outstanding. It is management’s policy to discontinue the accrual of interest income and classify a loan as nonaccrual when principal or interest is past due 90 days or more unless, in the opinion of management, the credit is well secured and in the process of collection. Loans may also be placed on nonaccrual status when, in management’s opinion, repayment is not likely to be paid in accordance with the terms of the obligation. Consumer installment loans are generally charged-off after 90 days of delinquency unless adequately collateralized and in the process of collection. Loans are not returned to accrual status until principal and interest payments are brought current and future payments appear reasonably certain. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is charged against interest income.

Real estate acquired by us as a result of foreclosure or by deed in lieu of foreclosure is classified as OREO. OREO properties are recorded on the balance sheet at the lower of cost or fair value less estimated selling costs, and the estimated loss, if any, is charged to the allowance for loan losses at the time it is transferred to OREO. Further write-downs in OREO are recorded at the time management believes additional deterioration in value has occurred and are charged to non-interest expense. Our OREO, of which $2.8 million is considered non-performing assets and $0.4 million is related to Bank property transferred from premises and equipment so it could be held for sale, has decreased significantly over the past several years as we are experiencing fewer defaults, and we have sold much of the previously recorded OREO.  At December 31, 2016, December 31, 2015, and December 31, 2014, we had adverse OREO of $3.2 million, $2.9 million, and $7.1 million, respectively.

 

7


 

Loans on nonaccrual status , OREO , and certain other related information was as follows as of the dated indicated :

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

Amount

 

 

% of Loans

 

 

Amount

 

 

% of Loans

 

 

Amount

 

 

% of Loans

 

 

 

(dollars in thousands)

 

Total loans on nonaccrual status

 

$

20,107

 

 

 

2.69

%

 

$

24,579

 

 

 

3.29

%

 

$

11,555

 

 

 

1.78

%

Other real estate owned

 

 

2,763

 

 

 

0.37

%

 

 

2,872

 

 

 

0.38

%

 

 

7,137

 

 

 

1.10

%

Total non-performing assets

 

$

22,870

 

 

 

3.06

%

 

$

27,451

 

 

 

3.67

%

 

$

18,692

 

 

 

2.88

%

Loans past due 30-89 days

 

$

670

 

 

 

0.09

%

 

$

1,222

 

 

 

0.16

%

 

$

412

 

 

 

0.06

%

As a percent of total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total non-performing loans

 

 

 

 

 

 

1.62

%

 

 

 

 

 

 

2.78

%

 

 

 

 

 

 

1.50

%

   Total non-performing assets

 

 

 

 

 

 

1.84

%

 

 

 

 

 

 

3.10

%

 

 

 

 

 

 

2.42

%

Allowance for loan losses as a percent of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total assets

 

 

 

 

 

 

1.02

%

 

 

 

 

 

 

1.18

%

 

 

 

 

 

 

1.64

%

   Non-performing loans

 

 

 

 

 

 

62.89

%

 

 

 

 

 

 

42.33

%

 

 

 

 

 

 

91.76

%

 

At December 31, 2016, loans 30 to 89 days delinquent consisted of four customer relationships, which totaled $0.7 million. Management continually evaluates the collectability of its non-performing loans and the adequacy of its allowance for loan losses to absorb the identified and unidentified losses inherent in the loan portfolio. As a result of these evaluations, loans considered uncollectible are charged-off, and adjustments to the reserve considered necessary are provided through a provision charged against earnings. These evaluations consider the current economic environment, the real estate market and its impact on underlying collateral values, trends in the level of non-performing and past-due loans, and changes in the size and composition of the loan portfolio.

Provision for loan losses for the years ended December 31, 2016, 2015, and 2014 totaled $3.0 million, $(1.0) million, and $589 thousand, respectively. For the year ended December 31, 2016, net loans charged off totaled $719 thousand.  For the years ended December 31, 2015 and 2014, net loans of $821 thousand were recovered and $481 thousand were charged off, respectively. At December 31, 2016, 2015, and 2014, we had non-performing loans (i.e., nonaccrual loans and loans 90 days or more past due) of $20.1 million, $24.6 million, and $11.6 million, respectively. Considering the nature of our loan portfolio, management believed that the allowance for loan losses at December 31, 2016 was adequate.

During the years ended December 31, 2016, 2015 and 2014, the activity in our allowance for loan losses was as follows:

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

(dollars in thousands)

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

   Balance, beginning of period

 

$

10,405

 

 

$

10,603

 

 

$

10,495

 

      Actual charge-offs

 

 

(1,670

)

 

 

(1,907

)

 

 

(647

)

         Less:  Recoveries

 

 

951

 

 

 

2,728

 

 

 

166

 

            Net loan (charge-offs) recoveries

 

 

(719

)

 

 

821

 

 

 

(481

)

      Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

 

 

589

 

   Balance, end of period

 

$

12,645

 

 

$

10,405

 

 

$

10,603

 

 

 

8


 

Deposit Activities

Deposits are the major source of our funds for lending and other investment purposes. Deposits are attracted principally from within our primary market area through the offering of a broad variety of deposit instruments including checking accounts, money market accounts, regular savings accounts, term certificate accounts (including “jumbo” certificates in denominations of $100,000 or more), and retirement savings plans. As of December 31, 2016, 2015, and 2014, the distribution by type of deposit accounts was as follows:

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

Amount

 

 

% of Deposits

 

 

Amount

 

 

% of Deposits

 

 

Amount

 

 

% of Deposits

 

 

 

(dollars in thousands)

 

Time deposits

 

$

404,667

 

 

 

41.4

%

 

$

307,044

 

 

 

45.7

%

 

$

296,921

 

 

 

49.0

%

Brokered deposits

 

 

193,613

 

 

 

19.8

%

 

 

164,559

 

 

 

24.5

%

 

 

125,396

 

 

 

20.7

%

Money market accounts

 

 

206,435

 

 

 

21.1

%

 

 

96,148

 

 

 

14.3

%

 

 

69,742

 

 

 

11.5

%

Demand, noninterest-bearing

 

 

118,657

 

 

 

12.1

%

 

 

70,914

 

 

 

10.5

%

 

 

81,534

 

 

 

13.5

%

NOW accounts and interest checking

 

 

48,727

 

 

 

5.0

%

 

 

27,592

 

 

 

4.1

%

 

 

27,312

 

 

 

4.5

%

Savings

 

 

5,419

 

 

 

0.6

%

 

 

5,969

 

 

 

0.9

%

 

 

4,564

 

 

 

0.8

%

   Total deposits

 

$

977,518

 

 

 

100.0

%

 

$

672,226

 

 

 

100.0

%

 

$

605,469

 

 

 

100.0

%

 

Our deposits increased $305.3 million, or 45.4%, from $672.2 million at December 31, 2015 to $977.5 million at December 31, 2016, which was primarily the result of our merger with Fox River Valley.  Our deposits increased during 2015, from $605.5 million at December 31, 2014 to $672.2 million at December 31, 2015, an increase of $66.8 million or 11.0%. This increase in total deposits from December 31, 2014 to December 31, 2015 resulted from increases in brokered deposits and money market accounts.  

Maturity terms, service fees and withdrawal penalties are established by us on a periodic basis. The determination of rates and terms is predicated on funds acquisition and liquidity requirements, rates paid by competitors, growth goals and federal regulations.

Brokered and Other Deposits

We use various funding sources including: (i) core deposits consisting of traditional bank deposit products, such as demand deposits, money market accounts and certificates of deposit, and (ii) wholesale funds consisting of brokered deposits, national certificates of deposit and Federal Home Loan Bank of Chicago (the “FHLB”) advances. Wholesale funding is used to supplement normal deposit accumulation by us and to assist in asset liability management. We use brokered deposits to obtain non-putable deposits (except for death and incompetence) with maturities and options that assist in the management of various balance sheet interest rate risks. These deposits may have a higher or lower interest rate than deposits obtained locally.  Brokered deposit balances were $193.6 million, $164.6 million, and $125.4 million at December 31, 2016, December 31, 2015, and December 31, 2014, respectively.

FDIC regulations limit the ability of certain insured depository institutions under certain conditions to accept, renew, or roll over brokered deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in such depository institutions’ normal market area. Under these regulations, “well capitalized” depository institutions may accept, renew, or roll over deposits at such rates without restriction, “adequately capitalized” depository institutions may accept, renew or roll over deposits at such rates with a waiver from the FDIC (subject to certain restrictions on payments of rates), and “undercapitalized” depository institutions may not accept, renew or roll over deposits at such rates. The definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” are the same as the definitions adopted by the agencies to implement the prompt corrective action provisions of applicable law.  As of December 31, 2016, December 31, 2015, and December 31, 2014, the Bank met the definition of a “well capitalized” depository institution.

Time deposits of $100,000 and over, public fund deposits and other large deposit accounts tend to be short-term in nature and more sensitive to changes in interest rates than other types of deposits and, therefore, may be a less stable source of funds. In the event that existing short-term deposits are not renewed, the resulting loss of the deposited funds could adversely affect our liquidity. In a rising interest rate market, such short-term deposits may prove to be a costly source of funds because their short-term nature facilitates renewal at increasingly higher interest rates, which may adversely affect our earnings. However, the converse is true in a falling interest-rate market where such short-term deposits are more favorable to us.

 

9


 

The following table sets forth the maturity of time deposits, including brokered time deposits as of December 31, 201 6, 2015, and 2014 :

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

(dollars in thousands)

 

3 months or less

 

$

88,237

 

 

$

48,729

 

 

$

66,722

 

Over 3 through 12 months

 

 

156,168

 

 

 

111,828

 

 

 

106,352

 

Over 1 year through 3 years

 

 

204,629

 

 

 

159,390

 

 

 

167,409

 

Over 3 years

 

 

147,531

 

 

 

106,386

 

 

 

43,156

 

   Total

 

$

596,565

 

 

$

426,333

 

 

$

383,639

 

 

Competition

We encounter strong competition both in making loans and in attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws that permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of our business, we compete with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies and other financial intermediaries. Most of these competitors, some of which are affiliated with bank holding companies, have substantially greater resources and lending limits, and may offer certain services that we do not currently provide.

In addition, many of our non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for competition among financial institutions of all types has increased significantly. There is no assurance that increased competition from other financial institutions will not have an adverse effect on our operations.

To compete, we rely upon specialized services, responsive handling of customer needs, and personal contacts by our officers, directors, and staff. Large multi-branch banking competitors tend to compete primarily by rate and the number and locations of branches while smaller, independent financial institutions tend to compete primarily by rate and personal service.

Employees

At March 1, 2017, we had 125 full-time employees and 25 part-time employees. Our employees are not represented by a collective bargaining unit. We consider our relations with our employees to be excellent.

Supervision and Regulation

General

FDIC-insured institutions, their holding companies and their affiliates, are extensively regulated under federal and state law. As a result, the Company’s growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the WDFI, the Federal Reserve, the FDIC, and the Consumer Financial Protection Bureau (the “CFPB”). Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board, securities laws administered by the SEC and state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury (“Treasury”) have an impact on the Company’s business. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to the Company’s operations and results.

Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC-insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than shareholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of the Company’s business, the kinds and amounts of investments the Company and the Bank may make, reserve requirements, required capital levels relative to assets, the nature and amount of collateral for loans, the establishment of branches, the Company’s ability to merge, consolidate and acquire, dealings with the Company’s and the Bank’s insiders and affiliates and the Company’s payment of dividends. In the last several years, the Company has experienced heightened regulatory requirements and scrutiny following the global financial crisis and as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to community banks over time and the reforms have caused the Company’s

 

10


 

complian ce and risk management processes, and the costs thereof, to increase.  While it is anticipated that the Trump administration will not increase the regulatory burden on community banks and may reduce some of the burdens associated with implementation of the Dodd-Frank Act, the true impact of the new administration is impossible to predict with any certainty.

This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies.

The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and the Bank, beginning with a discussion of the continuing regulatory emphasis on the Company’s capital levels. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.

Regulatory Emphasis on Capital

Regulatory capital represents the net assets of a banking organization available to absorb losses. Because of the risks attendant to their business, FDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects the Company’s earnings capabilities. While capital has historically been one of the key measures of the financial health of both bank holding companies and banks, its role became fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions of the Dodd-Frank Act and Basel III, discussed below, establish strengthened capital standards for banks and bank holding companies that are meaningfully more stringent than those in place previously.

Minimum Required Capital Levels.   Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983. The minimums have been expressed in terms of ratios of capital divided by total assets. As discussed below, bank capital measures have become more sophisticated over the years and have focused more on the quality of capital and the risk of assets.  Bank holding companies have historically had to comply with less stringent capital standards than their bank subsidiaries and have been able to raise capital with hybrid instruments such as trust preferred securities. The Dodd-Frank Act mandated the Federal Reserve to establish minimum capital levels for holding companies on a consolidated basis as stringent as those required for FDIC-insured institutions.  A result of this change is that the proceeds of hybrid instruments, such as trust preferred securities, are being excluded from capital over a phase-out period. However, if such securities were issued prior to May 19, 2010 by bank holding companies with less than $15 billion of assets, they may be retained, subject to certain restrictions. Because the Company has assets of less than $15 billion, the Company is able to maintain its trust preferred proceeds as capital but the Company has to comply with new capital mandates in other respects and will not be able to raise capital in the future through the issuance of trust preferred securities.

The Basel International Capital Accords. The risk-based capital guidelines for U.S. banks since 1989 were based upon the 1988 capital accord known as “Basel I” adopted by the international Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard-setter for prudential regulation, as implemented by the U.S. bank regulatory agencies on an interagency basis. The accord recognized that bank assets for the purpose of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored in the calculations.  Basel I had a very simple formula for assigning risk weights to bank assets from 0% to 100% based on four categories.  In 2008, the banking agencies collaboratively began to phase-in capital standards based on a second capital accord, referred to as “Basel II,” for large or “core” international banks (generally defined for U.S. purposes as having total assets of $250 billion or more, or consolidated foreign exposures of $10 billion or more) known as “advanced approaches” banks.  The primary focus of Basel II was on the calculation of risk weights based on complex models developed by each advanced approaches bank. Because most banks were not subject to Basel II, the U.S. bank regulators worked to improve the risk sensitivity of Basel I standards without imposing the complexities of Basel II. This “standardized approach” increased the number of risk-weight categories and recognized risks well above the original 100% risk weighting. The standardized approach is institutionalized by the Dodd-Frank Act for all banking organizations as a floor.  

On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the world, known as Basel III, to address deficiencies recognized in connection with the global financial crisis.   

The Basel III Rule . In July of 2013, the U.S. federal banking agencies approved the implementation of the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rule”).  In contrast to capital requirements historically, which were in the form of guidelines, Basel III was

 

11


 

released in the form of enforceable regulations by each of the regulatory agencies. The Basel III Rule is applicable to all banking organizations that are subject to minimum capital requirements, including federal and state banks and savi ngs and loan associations, as well as to bank and savings and loan holding companies, other than “small bank holding companies” (generally holding companies with consolidated assets of less than $1 billion that do not have securities registered with the SE C).

The Basel III Rule required higher capital levels, increased the required quality of capital, and required more detailed categories of risk weighting of riskier, more opaque assets.  For nearly every class of assets, the Basel III Rule requires a more complex, detailed and calibrated assessment of credit risk and calculation of risk weightings.

Not only did the Basel III Rule increase most of the required minimum capital ratios in effect prior to January 1, 2015, but it introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The Basel III Rule also changed the definition of capital by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (primarily non-cumulative perpetual preferred stock that meets certain requirements) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations).  A number of instruments that qualified as Tier 1 Capital under Basel I do not qualify, or their qualifications changed. For example, noncumulative perpetual preferred stock, which qualified as simple Tier 1 Capital under Basel I, does not qualify as Common Equity Tier 1 Capital, but qualifies as Additional Tier 1 Capital. The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and requires deductions from Common Equity Tier 1 Capital in the event that such assets exceed a certain percentage of a banking institution’s Common Equity Tier 1 Capital.  

The Basel III Rule required minimum capital ratios as of January 1, 2015, as follows:

 

A ratio of minimum Common Equity Tier 1 Capital equal to 4.5% of risk-weighted assets;

 

An increase in the minimum required amount of Tier 1 Capital from 4% to 6% of risk-weighted assets;

 

A continuation of the minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8% of risk-weighted assets; and

 

A minimum leverage ratio of Tier 1 Capital to total quarterly average assets equal to 4% in all circumstances.

In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction must also maintain 2.5% in Common Equity Tier 1 Capital attributable to a capital conservation buffer being phased in over three years beginning in 2016 (which, as of January 1, 2017, was phased in half-way to 1.25%). The purpose of the conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the fully phased-in conservation buffer increases the minimum ratios depicted above to 7% for Common Equity Tier 1 Capital, 8.5% for Tier 1 Capital and 10.5% for Total Capital.  

Banking organizations (except for large, internationally active banking organizations) became subject to the new rules on January 1, 2015.  However, there are separate phase-in/phase-out periods for: (i) the capital conservation buffer; (ii) regulatory capital adjustments and deductions; (iii) nonqualifying capital instruments; and (iv) changes to the prompt corrective action rules discussed below. The phase-in periods commenced on January 1, 2016 and extend until 2019.

Well-Capitalized Requirements .  The ratios described above are minimum standards in order for banking organizations to be considered “adequately capitalized.” Bank regulatory agencies uniformly encourage banks to hold more capital and be “well-capitalized” and, to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a banking organization that is well-capitalized may: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Higher capital levels could also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions ( i.e. , Tier 1 Capital less all intangible assets), well above the minimum levels.

Under the capital regulations of the FDIC and Federal Reserve, in order to be well‑capitalized, a banking organization must maintain:

 

A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5% or more;

 

A ratio of Tier 1 Capital to total risk-weighted assets of  8% or more (6% under Basel I);

 

12


 

 

A ratio of Total Capital to total risk-weighted assets of 10% or more (the same as Basel I); and

 

A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5% or greater.

It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.

As of December 31, 2016: (i) the Bank was not subject to a directive from the WDFI or FDIC to increase its capital and (ii) the Bank was well-capitalized, as defined by FDIC regulations.  As of December 31, 2016, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the Basel III Rule requirements to be well-capitalized.

Prompt Corrective Action .    An FDIC-insured institution’s capital plays an important role in connection with regulatory enforcement as well.  Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions.  The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation.  Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate that the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

Regulation and Supervision of the Company

General. The Company, as the sole shareholder of the Bank, is a bank holding company. As a bank holding company, the Company is registered with, and subject to regulation, supervision and enforcement by, the Federal Reserve under the BHCA. The Company is legally obligated to act as a source of financial and managerial strength to the Bank and to commit resources to support the Bank in circumstances where the Company might not otherwise do so. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve and is required to file with the Federal Reserve periodic reports of the Company’s operations and such additional information regarding the Company and the Bank as the Federal Reserve may require.

Acquisitions, Activities and Change in Control . The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Subject to certain conditions (including deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its FDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state institutions or their holding companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and examiners must rate them well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see “—Regulatory Emphasis on Capital” above.

The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999 to be “so closely related to banking ... as to be a proper incident thereto.” This authority would permit the Company to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and mortgage banking and brokerage services. The BHCA does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of FDIC-insured institutions or the financial system generally. The Company has not elected to operate as a financial holding company.

Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the

 

13


 

acquisition of 25% or more of the outstanding voting se curities of a bank or bank holding company, but may arise under certain circumstances between 10% and 24.99% ownership.

Capital Requirements. Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements. For a discussion of capital requirements, see “—Regulatory Emphasis on Capital” above.

Dividend Payments. The Company’s ability to pay dividends to its shareholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies . As a Wisconsin corporation, we are subject to the limitations of the Wisconsin Business Corporation Law, which prohibit us from paying dividends if such payment would: (1) render us unable to pay our debts as they become due in the usual course of business, or (2) result in our assets being less than the sum of our total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of any shareholders with preferential rights superior to those shareholders receiving the dividend. Additionally, policies of the Federal Reserve caution that a bank holding company should not pay cash dividends, without prior consultation with the Federal Reserve, when (i) the bank holding company’s net income available to shareholders over the last four quarters (net of dividends paid) has not been sufficient to fully fund the dividends, (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to shareholders if:  (i) the company’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends will have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer to be phased in over three years beginning in 2016. See “—Regulatory Emphasis on Capital” above.

Incentive Compensation. There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis. Layered on top of that are the abuses in the headlines dealing with product cross-selling incentive plans. The result is interagency guidance on sound incentive compensation practices and proposed rulemaking by the agencies required under Section 956 of the Dodd-Frank Act.

The interagency guidance recognized three core principles: effective incentive plans should: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards.  Smaller banking organizations like the Company that use incentive compensation arrangements are expected to be less extensive, formalized, and detailed than those of the larger banks. 

Section 956 of the Dodd-Frank Act required the banking agencies, the National Credit Union Administration, the SEC and the Federal Housing Finance Agency to jointly prescribe regulations that prohibit types of incentive-based compensation that encourage inappropriate risk taking and to disclose certain information regarding such plans.  On June 10, 2016, the agencies released an updated proposed rule for comment. Section 956 will only apply to banking organizations with assets of greater than $1 billion. The Company has consolidated assets greater than $1 billion and less than $50 billion and the Company is considered a Level 3 banking organization under the proposed rules. The proposed rules contain mostly general principles and reporting requirements for Level 3 institutions so there are no specific prescriptions or limits, deferral requirements or claw-back mandates. Risk management and controls are required, as is board or committee level approval and oversight. Management expects to review its incentive plans in light of the proposed rulemaking and guidance and implement policies and procedures that mitigate unreasonable risk.

Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.

 

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Federal Securities Regulation. The Company’s common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consequently, the Company is subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.

Corporate Governance . The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. It increased stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.

Regulation and Supervision of the Bank

General. The Bank is a Wisconsin chartered bank. The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF”) to the maximum extent provided under federal law and FDIC regulations, currently $250,000 per insured depositor category. As a Wisconsin-chartered FDIC-insured bank, the Bank is subject to the examination, supervision, reporting and enforcement requirements of the WDFI, the chartering authority for Wisconsin banks, and the FDIC, designated by federal law as the primary federal regulator of insured state banks that, like the Bank, are not members of the Federal Reserve System (“nonmember banks”).

Deposit Insurance . As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC.  The FDIC has adopted a risk-based assessment system whereby FDIC-insured institutions pay insurance premiums at rates based on minimum and maximum assessment rates.   Effective July 1, 2016, the FDIC changed its pricing system for banks under $10 billion, like the Bank, so that minimum and maximum initial base assessment rates are established based on supervisory ratings.  The initial base assessment rates currently range from three basis points to 30 basis points. At least semi-annually, the FDIC updates its loss and income projections for the DIF and, if needed, increases or decreases the assessment rates, following notice and comment on proposed rulemaking. The assessment base against which an FDIC-insured institution’s deposit insurance premiums paid to the DIF are calculated is based on its average consolidated total assets less its average tangible equity. This method shifts the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits.  

The reserve ratio is the DIF balance divided by estimated insured deposits. The Dodd-Frank Act altered the minimum reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to FDIC-insured institutions when the reserve ratio exceeds certain thresholds.  The reserve ratio reached 1.15% on June 30, 2016, when revised factors were put in place for calculating the assessment.  If the reserve ratio does not reach 1.35% by December 31, 2018 (provided it is at least 1.15%), the FDIC will impose a shortfall assessment on March 31, 2019 on insured depository institutions with total consolidated assets of $10 billion or more. The FDIC will provide assessment credits to insured depository institutions, like the Bank, with total consolidated assets of less than $10 billion for the portion of their regular assessments that contribute to growth in the reserve ratio between 1.15% and 1.35%. The FDIC will apply the credits each quarter that the reserve ratio is at least 1.38% to offset the regular deposit insurance assessments of institutions with credits.

FICO Assessments . In addition to paying basic deposit insurance assessments, FDIC-insured institutions must pay Financing Corporation (“FICO”) assessments. FICO is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board pursuant to the Competitive Equality Banking Act of 1987 to function as a financing vehicle for the recapitalization of the former Federal Savings and Loan Insurance Corporation. FICO issued 30-year noncallable bonds of approximately $8.1 billion that mature in 2017 through 2019. FICO’s authority to issue bonds ended on December 12, 1991. Since 1996, federal legislation has required that all FDIC-insured institutions pay assessments to cover interest payments on FICO’s outstanding obligations. The FICO assessment rate is adjusted quarterly and for the fourth quarter of 2016 was 0.560 basis points (56 cents per $100 dollars of assessable deposits).

Supervisory Assessments . All Wisconsin banks are required to pay supervisory assessments to the WDFI to fund the operations of that agency. The amount of the assessment is calculated on the basis of the Bank’s total assets. During the year ended December 31, 2016, the Bank paid supervisory assessments to the WDFI totaling approximately $55 thousand.

Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “—Regulatory Emphasis on Capital” above.

Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to cash. Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations. To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors.  Because the global financial crisis was in part a liquidity crisis, Basel III also includes a liquidity framework that requires FDIC-insured institutions to measure their liquidity against specific liquidity tests. One test, referred to as the Liquidity Coverage Ratio (“LCR”), is designed to ensure that the banking entity has an adequate stock of unencumbered high-quality liquid assets that can be converted easily and immediately in private markets into cash to meet  liquidity needs for a 30-calendar day liquidity stress scenario. The other test, known

 

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as the Net Stable Funding Ratio (“NSFR”), is designed to promote more medium- and long-term funding of the assets and a ctivities of FDIC-insured institutions over a one-year horizon. These tests provide an incentive for banks and holding companies to increase their holdings in Treasury securities and other sovereign debt as a component of assets, increase the use of long-t erm debt as a funding source and rely on stable funding like core deposits (in lieu of brokered deposits).

In addition to liquidity guidelines already in place, the federal bank regulatory agencies implemented the Basel III LCR in 2014 and have proposed the NSFR. While the LCR only applies to the largest banking organizations in the country, as will the NSFR, certain elements are expected to filter down to all FDIC-insured institutions. The Company continues to review the Company’s liquidity risk management policies in light of the LCR and NSFR.

Stress Testing . A stress test is an analysis or simulation designed to determine the ability of a given FDIC-insured institution to deal with an economic crisis. In October 2012, U.S. bank regulators unveiled new rules mandated by the Dodd-Frank Act that require the largest U.S. banks to undergo stress tests twice per year, once internally and once conducted by the regulators. Stress tests are not required for banks with less than $10 billion in assets; however, the FDIC now recommends stress testing as means to identify and quantify loan portfolio risk and the Bank is engaged in the process.

Dividend Payments. The primary source of funds for the Company is dividends from the Bank. Under Wisconsin banking law, the Bank generally may not pay dividends in excess of its undivided profits. If dividends declared and paid in either of the two immediately preceding years exceeded net income for either of those two years respectively, the Bank may not declare or pay any dividend in the current year that exceeds year-to-date net income, except with the written consent of the WDFI. The payment of dividends by any FDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, the Bank exceeded its capital requirements under applicable guidelines as of December 31, 2016.  Notwithstanding the availability of funds for dividends, however, the FDIC and the WDFI may prohibit the payment of dividends by the Bank if either or both determine such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends will have to maintain 2.5% in Common Equity Tier 1 Capital attributable to the capital conservation buffer to be phased in over three years beginning in 2016. See “—Regulatory Emphasis on Capital” above.

State Bank Investments and Activities. The Bank is permitted to make investments and engage in activities directly or through subsidiaries as authorized by Wisconsin law. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank unless the Bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines that the activity would not pose a significant risk to the DIF. These restrictions have not had, and are not currently expected to have, a material impact on the operations of the Bank.

Insider Transactions. The Bank is subject to certain restrictions imposed by federal law on “covered transactions” between the Bank and its “affiliates.” The Company is an affiliate of the Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by the Bank. The Dodd-Frank Act enhanced the requirements for certain transactions with affiliates, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.

Certain limitations and reporting requirements are also placed on extensions of credit by the Bank to its directors and officers, to directors and officers of the Company and its subsidiaries, to principal shareholders of the Company and to “related interests” of such directors, officers and principal shareholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or the Bank, or a principal shareholder of the Company, may obtain credit from banks with which the Bank maintains a correspondent relationship.

Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of FDIC-insured institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates

 

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the institution pays on deposits or require the institution to take any action the regulator d eems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist order s and civil money penalty assessments.

During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal, and reputational risk. In particular, recent regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses. New products and services, third-party risk and cybersecurity are critical sources of operational risk that FDIC-insured institutions are expected to address in the current environment. The Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and comprehensive internal controls.

Branching Authority . The Bank has the authority under Wisconsin law to establish branches anywhere in the State of Wisconsin, subject to receipt of all required regulatory approvals. Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or acquire individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) without impediments.

Transaction Account Reserves. Federal Reserve regulations require FDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2017: the first $15.5 million of otherwise reservable balances are exempt from reserves and have a zero percent reserve requirement; for transaction accounts aggregating more than $15.5 million to $115.1 million, the reserve requirement is 3% of total transaction accounts; and for net transaction accounts in excess of $115.1 million, the reserve requirement is 3% up to $115.1 million plus 10% of the aggregate amount of total transaction accounts in excess of $115.1 million.  These reserve requirements are subject to annual adjustment by the Federal Reserve.

Community Reinvestment Act Requirements. The Community Reinvestment Act requires the Bank to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. Federal regulators regularly assess the Bank’s record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected by the evaluation of the Bank’s effectiveness in meeting its Community Reinvestment Act requirements. Upon an exam in 2016, the Bank received a “satisfactory” Community Reinvestment Act rating.

Anti-Money Laundering. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for FDIC-insured institutions, brokers, dealers and other businesses involved in the transfer of money. The Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between FDIC-insured institutions and law enforcement authorities.

Concentrations in Commercial Real Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance (“CRE Guidance”) provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny: (i) commercial real estate loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Guidance does not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor, and manage the risks arising from CRE lending. In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk.

Based on the Bank’s loan portfolio as of December 31, 2016, it did not exceed the 300% guideline for commercial real estate loans.

 

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Consumer Financial Services. The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervi se and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including the Bank, as well as the authority to prohibit “unfair, d eceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. FDIC-insured institutions with $10 billion or less in assets, like the Bank, continue to be examined by their a pplicable bank regulators.

Because abuses in connection with residential mortgages were a significant factor contributing to the global financial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act address mortgage and mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd-Frank Act imposed new standards for mortgage loan originations on all lenders, including all FDIC-insured institutions, in an effort to strongly encourage lenders to verify a borrower’s “ability to repay,” while also establishing a presumption of compliance for certain “qualified mortgages.” In addition, the Dodd-Frank Act generally required lenders or securitizers to retain an economic interest in the credit risk relating to loans that the lender sells, and other asset-backed securities that the securitizer issues, if the loans have not complied with the ability-to-repay standards. The Company does not currently expect the CFPB’s rules to have a significant impact on the Bank’s operations, except for higher compliance costs.

ITEM 1A. RISK FACTORS

Forward-Looking Statements

This report contains statements that constitute forward-looking statements within the meaning of the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference in this report. These forward-looking statements include statements with respect to our financial condition, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “plan,” “will,” “should,” or “could,” references to estimates or similar expressions. Future filings by us with the SEC, and future statements other than historical facts contained in written material, press releases and oral statements issued by us, or on our behalf, may also constitute forward-looking statements.

Forward-looking statements are subject to significant risks and uncertainties, and our actual results may differ materially from the results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed above include, but are not limited to: the risk factors set forth below and any other risks identified in this report or in other filings we may make with the SEC. All forward-looking statements contained in this report or which may be contained in future statements made for or on our behalf are based upon information available at the time the statement is made, and we assume no obligation to update any forward-looking statements.

Risk Factors

An investment in our common stock contains a high degree of risk. In addition to the other information contained in, or incorporated by reference into, this Form 10-K, including the matters addressed under the caption “Forward Looking Statements” above, you should carefully consider the risks described below before deciding whether to invest in our common stock. If any of the events highlighted in the following risks actually occur, or if additional risks and uncertainties not presently known to us or that we do not currently believe to be material, materialize, our business, results of operations or financial condition would likely suffer. In such an event, the trading price of our common stock could decline and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in our filings with the SEC and this Form 10-K, including our financial statements and related notes.

Risks Related to Our Business

We are subject to specific market risks due to our focus on agricultural lending.

We primarily concentrate our lending activities in the state of Wisconsin, which is to some extent dominated by an agricultural economy. Historically, our senior management’s primary business lending experience has been in agricultural lending, with a specific expertise in and focus on dairy and dairy-related businesses. Although we attempt to maintain a diversified customer base and a diversified loan portfolio, we are more heavily dependent upon the agricultural economy than a typical commercial bank. At December 31, 2016, agricultural loans comprised $625 million, or approximately 60.6%, of our total loan portfolio.

 

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The agricultural economy is subject to certain risks that are either inherently volatile or are beyond our ability, or the ability of farmers or other participants in the agricultural economy, to predict or control. Some of these risks include, but are not limited to:

 

Weather-Related Risks. Severe weather, including such things as drought, hail, excessive rain or other natural disasters, could impact the quantity and quality of feed necessary to support our borrowers’ dairy operations and, in turn, increase their expenses. If significant adverse weather-related events occur, it could impair the ability of borrowers to repay outstanding loans or impair the value of collateral securing loans and cause significant property damage, which could either result in loss of revenue or cause us to incur additional expenses.

 

Disease-Related Risks. The operations of our dairy farm and dairy-related borrowers depend primarily on their cattle. If the livestock were to contract an illness or disease, the borrowers would incur additional expenses, and the viability of their operations may be compromised if the disease is not properly managed. The existence of a widespread livestock disease or pandemic could have a significant impact on our borrowers’ ability to repay outstanding loans or impair the value of collateral securing loans, which could either result in loss of revenue or cause us to incur additional expenses.

 

Real Property Value. Our dairy farm and dairy-related borrowers tend to grow and produce much of their feed as opposed to purchasing it from third parties, unlike many dairy farmers in other parts of the country. While this means they are often less subject to fluctuations in feed prices, they require more land. Accordingly, declines in real property values in the areas in which we operate could result in a deterioration of the credit quality of our borrowers or an increase in the number of loan delinquencies, default and charge-offs, and could reduce the value of any collateral we realize following a default on agricultural loans.

 

Market Prices. Agricultural markets are sensitive to real and perceived changes in supply and demand of agricultural products, and given that approximately 90% of our agricultural lending is to dairy farms, the credit quality of a substantial portion of our loan portfolio is closely related to the performance of, and supply and demand in, this sub-sector of the agricultural market. For example, the success of a dairy operation hinges in large part on the cost of feed and the price of milk. When feed costs are high and milk prices are low, it places a strain on our dairy borrowers’ business, which may impair their ability to repay their outstanding loans to us.

 

Governmental Policies and Regulations. Our agricultural loans are dependent on the profitable operation and management of the farm properties securing the loans and their cash flows, and government policies and regulations (including the availability of price supports for crops and other agricultural products (in particular, milk), subsidies, or government-sponsored crop insurance) are outside the control of our borrowers and may affect the successful operation of a farm.

 

Changing consumer preferences.    The business of dairy farms and dairy-related borrowers is subject to changing consumer preferences and nutritional and health-related concerns.  Periodically, medical and other studies are released which raise concerns over the healthfulness of cow’s milk in the human diet.  As a result of studies or other cultural influences, the dairy industry could be affected by certain consumer concerns about dairy products, such as the fat, cholesterol, calorie, sodium and lactose content of such products, which could reduce demand for dairy products and negatively affect dairy-related revenue.

Our focus on local markets and agricultural lending creates credit concentration risks.

Credit risk is primarily related to the risk that a borrower will not be able to repay some or all of its obligations to us. Concentrations of credit risk occur when the aggregate amount owed by one borrower, a group of related borrowers, or borrowers within the same or related markets, industries or groups, represent a relatively large percentage of the total capital or total credit extended by a bank. Although each loan in a concentration may be of sound quality, concentration risks represent a risk not present when the same loan amounts are extended to a more diversified group of borrowers. Loans concentrated in one borrower depend, to a large degree, upon the financial capability and character of the individual borrower. Loans made to a group of related borrowers can be susceptible to financial problems experienced by one or a few members of that group. Loans made to borrowers that are part of the same or related industries or groups, or that are located in the same market area, can all be adversely impacted with respect to their ability to repay some or all of their obligations when adverse conditions prevail in the broader economy generally, in the market specifically or even within just the respective industries or groups. For example, lenders who focused on certain types of real estate lending experienced greater financial difficulties during the recent recession than more diversified lenders or those with concentrations other than real estate lending.

Our lending is primarily to borrowers located or doing business in Wisconsin. Furthermore, at December 31, 2016, we had certain loan-type concentrations of credit risk, specifically in agricultural lending, which are described in more detail in the section of this Form 10-K entitled “Item 1 - Business—Lending Activities” and “Item 1 - Business—General—Market.” Because of the concentration of agricultural loans in our lending portfolio and the volume of our borrowers in regions dependent upon agriculture, we could be disproportionately affected relative to others because these high concentrations present a risk to our lending operations. If any of these borrowers becomes unable to repay their loan obligations for any reason, our nonperforming loans and our allowance for loan

 

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losses could increase significantly, which could have a material adverse effect on our business, financial condition and results of operations.

Our business is dependent on local economy, and a regional or local economic downturn affecting Wisconsin may magnify the adverse effects and consequences to us.

We operate as a community-oriented business bank, with a focus on servicing both business customers and individuals in our market areas, which include our headquarters in Manitowoc, full-service branches in Appleton, Green Bay, and Stevens Point, and a loan production office in each of Darlington, Eau Claire, Fond du Lac, and Sheboygan. Although we have a primary focus on agricultural and business banking, future growth opportunities will depend largely on market area penetration, market area growth and our ability to compete for traditional banking business within our market areas. We anticipate that as a result of this concentration, a downturn in the general economy in our market areas, including Wisconsin specifically, could increase the risk of loss associated with our loan portfolio. Although economic conditions in our markets have been generally stronger than those in other regions of the country recently, there can be no assurance that such conditions will continue to prevail.

Volatility in commodity prices may adversely affect our financial condition and results of operations.

At December 31, 2016, approximately 60.6% of our total loan portfolio was comprised of agricultural loans. Volatility in certain commodity prices, including milk, could adversely impact the ability of those borrowers to perform under the terms of their borrowing arrangements with us. In terms of the dairy industry, milk prices have fluctuated. For the 15-year period ended December 31, 2016, the per-year average class III milk price (a weighted average price of all uses of milk in a particular milk order) in the United States paid to producers has ranged from an average low price of $10.42 per hundredweight (cwt) in 2002 to an average high price of $22.34 per cwt in 2014, according to the University of Wisconsin - Madison.  “Hundredweight” or “cwt” is a measure equal to 100 pounds of milk shipped.  A decrease in milk prices may result in an increase in the number of non-performing loans in our agricultural portfolio, which could have a material adverse effect on our financial condition, earnings and capital.

Our business is significantly dependent on the real estate markets where we operate, as a large portion of our loan portfolio is secured by real estate.

At December 31, 2016, approximately 60.6% of our aggregate loan portfolio, comprising our agriculture real estate loans (including agricultural construction loans), commercial real estate loans and residential real estate loans, was primarily secured by interests in real estate predominantly located in Wisconsin.  Additionally, some of our other lending occasionally involves taking real estate as primary or secondary collateral. Real property values in Wisconsin may be different from, and in some instances worse than, real property values in other markets or in the United States as a whole, and may be affected by a variety of factors outside our control and the control of our borrowers, including national and local economic conditions generally. Declines in real property prices, including prices for farmland, commercial property and homes in Wisconsin, could result in a deterioration of the credit quality of our borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, and reduced demand for our products and services generally. Moreover, declines in real property values in Wisconsin could reduce the value of any collateral we realize following a default on these loans and could adversely affect our ability to continue to grow our loan portfolio consistent with our underwriting standards. Our failure to effectively mitigate these risks could have a material adverse effect on our business, financial condition or result of operations.

We are subject to environmental liability risk associated with real estate collateral securing our loans.

A significant portion of our loan portfolio is secured by real property. Under certain circumstances, we may take title to the real property collateral through foreclosure or other means. As the titleholder of the property, we may be responsible for environmental risks, such as hazardous materials, which attach to the property. For these reasons, prior to extending credit, we have an environmental risk assessment program to identify any known environmental risks associated with the real property that will secure our loans. In addition, we routinely inspect properties following the taking of title. When environmental risks are found, environmental laws and regulations may prescribe our approach to remediation. As a result, while we have ownership of a property, we may incur substantial expense and bear potential liability for any damages caused. The environmental risks may also materially reduce the property's value or limit our ability to use or sell the property. We also cannot guarantee that our environmental risk assessment will detect all environmental issues relating to a property, which could subject us to additional liability.

Strong competition could hurt our earnings and slow growth.

We face intense competition in making loans and attracting deposits. Price competition for loans and deposits sometimes results in us charging lower interest rates on our loans and paying higher interest rates on our deposits, which may reduce our net interest

 

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income. Many of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We also face competition for agricultural loans from participants in the nationwide Farm Credit System and much larger regional, national and global banks. Competition also makes it more difficult and costly to attract and retain qualified employees.   We expect compe tition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of non-bank competition in the financial services industry. If we are not able to effectively compete in our market areas and targete d business segments, our profitability may be negatively affected.

Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations.

Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our performance.

We have benefited from strong relationships with our customers, and also from our relationships with financial intermediaries. As a result, our reputation is an important component of our business. A key component of our business strategy is to leverage our reputation for customer service and knowledge of our customers’ needs and business to expand our presence by capturing new business opportunities from existing and prospective customers in and outside of our local market areas. We strive to conduct our business in a manner that enhances our reputation. We aim to enhance our reputation, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities and markets we serve, who are able to connect with customers through on-site visits and knowledge of our customers’ businesses, and who care about and deliver superior service to our customers. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected.

Our commercial real estate and commercial loans generally carry greater credit risk than loans secured by owner occupied one-to-four family real estate, and our credit risk may increase if we succeed in our plan to increase our commercial lending.

At December 31, 2016, $360.4 million, or approximately 35.0%, of our loan portfolio consisted of commercial real estate and commercial loans. Given their generally larger balances and the complexity of the underlying collateral, commercial real estate and commercial loans generally expose a lender to greater credit risk than loans secured by owner occupied one-to-four family real estate.  For commercial real estate loans, the principal risk is that repayment is generally dependent on income from tenant leases being generated in amounts sufficient to cover operating expenses and debt service.  For commercial loans, the principal risk is that repayment is generally dependent upon the successful operation of the borrower’s business.  If loans that are collateralized by real estate or other business assets become troubled and the value of the collateral has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and would adversely affect our operating results.

Changes in interest rates may hurt our earnings and asset value.

Like other financial institutions, we are subject to interest rate risk. Our primary source of income is net interest income, which is the difference between interest earned on loans and investments (consisting primarily of loans and securities) and the interest paid on interest-bearing liabilities (consisting primarily of deposits and borrowings). Changes in both the general level of interest rates and in the difference between short-term and long-term rates can affect our net interest income. Interest rates are highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond our control.

While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, including by seeking to originate variable rate loans and balancing the respective terms of assets and liabilities, changes in interest rates may still have a material adverse effect on our financial condition and results of operations. Changes in the level of interest rates also may negatively

 

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affect our ability to originat e loans, the value of our assets and liabilities and our ability to realize gains from the sale of our assets, all of which could affect our earnings.

Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate, and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The specific effects of such policies upon our business, financial condition and results of operations cannot be predicted.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings and capital could decrease.

At December 31, 2016, our allowance for loan losses totaled $12.6 million, which represented 1.23% of gross loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for our loans. In determining the amount of the allowance for loan losses, we review our loss and delinquency experience, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, or if delinquencies or non-performing loans increase, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance, and could decrease our net income or reduce our capital.

In addition, our regulators, as an integral part of their examination process, periodically review the allowance for loan losses and may require us to increase the allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to charge off loans, which, net of any recoveries, would decrease the allowance for loan losses. Any such additional provisions for loan losses or charge-offs could have a material adverse effect on our financial condition and results of operations.

We rely on the accuracy and completeness of information about our customers and counterparties, and inaccurate or incomplete information could subject us to various risks.

In deciding whether to extend credit or enter into other transactions with our customers and counterparties, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements and other financial information. We may also rely on representations as to the accuracy and completeness of such information and, with respect to financial statements, on reports of independent auditors.

While we strive to verify the accuracy and sufficiency of such information, if this information is inaccurate or incomplete, we may be subject to loan losses, regulatory action, reputational harm, or other adverse effects on the operation of our business, results of operations, or financial condition.

We depend on our management team to implement our business strategy and on our relationship managers to maintain and grow our agricultural and commercial relationships, and we could be harmed by the loss of their services.

We are dependent upon the services and expertise of our founders and the other members of our management team who direct our strategy and operations, especially relating to our agricultural lending focus, and we have benefited from our management’s extensive banking knowledge and experience in this regard. We also rely heavily upon the talents, experience and customer relationships of our loan officers and have benefited from their expertise and relationship-building skills, especially with respect to our agricultural and commercial lending. Members of our executive management team and our seasoned loan officers could be difficult to replace. Our loss of the services of one or more of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our business and results of operations.

Limits on our ability to use brokered deposits as part of our funding strategy may adversely affect our ability to grow.

A “brokered deposit” is any deposit that is obtained from or through the mediation or assistance of a deposit broker, which includes larger correspondent banks and securities brokerage firms. These deposit brokers attract deposits from individuals and companies throughout the country and internationally whose deposit decisions are based almost exclusively on obtaining the highest

 

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interest rates. We have used brokered deposits in the past, and we intend to continue to use brokered deposits as one of our funding sources to support future growth. At December 31, 201 6 , brokered deposit s represented approximately 19.8 % of our total deposits and equaled $193.6 million. There are ris ks associated with using brokered deposits. In order to continue to maintain our level of brokered deposits, we may be forced to pay higher interest rates than contemplated by our asset-liability pricing strategy. In addition, banks that become less than “ well capitalized” under applicable regulatory capital requirements may be restricted in their ability to accept or prohibited from accepting brokered deposits. If this funding source becomes more difficult to access, we will have to seek alternative fundin g sources in order to continue to fund our growth. This may include increasing our reliance on the FHLB borrowings, attempting to attract non-brokered deposits, reducing our available for sale securities portfolio and selling loans. There can be no assuran ce that brokered deposits will be available or, if available, sufficient to support our continued growth.

If a significant portion of any future unrealized losses in our portfolio of investment securities were to become other than temporarily impaired with credit losses, we would recognize a material charge to our earnings, and our capital ratios would be adversely impacted.

Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of those securities. These factors include, but are not limited to, changes in interest rates, rating agency downgrades of the securities, defaults by the issuer or individual mortgagors with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause an other than temporary impairment (OTTI) in future periods and result in realized losses.

We analyze our investment securities quarterly to determine whether, in the opinion of management, any of the securities have OTTI. To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to have OTTI and is credit-loss related, we will recognize a charge to our earnings in the quarter during which such determination is made, and our capital ratios will be adversely impacted. Generally, a fixed income security is determined to have OTTI when it appears unlikely that we will receive all of the principal and interest due in accordance with the original terms of the investment. In addition to credit losses, losses are recognized for a security with an unrealized loss if the Company has the intent to sell the security or if it is more likely than not that the Company will be required to sell the security before collection of the principal amount.

A lack of liquidity could adversely affect our ability to fund operations and meet our obligations as they become due.

Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come due because of an inability to liquidate assets or obtain adequate funding. The primary sources of our liquidity are customer deposits and loan repayments, in addition to borrowings. Our access to deposits and other funding sources in adequate amounts and on acceptable terms is affected by a number of factors, including rates paid by competitors, returns available to customers on alternative investments and general economic conditions. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our shareholders, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our business, financial condition, results of operations and growth prospects.

We are dependent on our information technology and telecommunications systems and third-party service providers, and systems failures, interruptions or breaches of security could have a material adverse effect on our financial condition and results of operations and damage our reputation.

Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and third-party service providers. We outsource many of our major systems, such as data processing and deposit processing systems. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to provide customer service, compromise our ability to operate effectively, damage our reputation, result in a loss of customer business and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

In addition, we provide our customers the ability to bank remotely, including online over the internet. The secure transmission of confidential information is a critical element of remote banking. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches. It is possible that we may not be able to detect security breaches on a timely basis, or at all, which could increase the costs and risks associated with any such breach.  We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by these incidents. Further, we outsource some of the data processing functions used for remote banking, and accordingly we are dependent on the expertise and performance of our third-party providers. To the extent

 

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that our activities, the activities of our customers, or the activities of our third-party service providers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing customers to lose confidence in our systems and could adversely affect our reputation, re sults of operations and ability to attract and maintain customers and businesses. In addition, a security breach could also subject us to additional regulatory scrutiny, expose us to civil litigation and possible financial liability and cause reputational damage, any or all of which could have a material adverse effect on our business.

We rely on other companies to provide certain key components of our business infrastructure.

Third-party service providers provide certain key components of our business infrastructure, such as data processing and deposit processing systems, mobile payment systems, internet connections, and network access. While we have selected these third-party service providers carefully, we do not control their operations. Any failure by these third parties to perform or provide agreed-upon goods and services for any reason or their poor performance of services could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third-party service providers could also entail significant delay and expense.

We may face risks with respect to future acquisitions.

Following the completion of the integration of Fox River Valley, we may continue to attempt to expand our business in Wisconsin or other states through mergers and acquisitions.  As with the merger with Fox River Valley, we anticipate that we will seek targets that are culturally similar to us, have experienced management and possess either significant market presence or have potential for improved profitability through economies of scale or expanded services. In addition to the general risks associated with our growth plans, acquiring other banks, businesses or branches involves various risks commonly associated with acquisitions, including, among other things, the following:

 

the time and costs associated with identifying and evaluating potential acquisition and merger targets;

 

unexpected delays, complications or expenses resulting from regulatory approval requirements or other conditions to closing;

 

inaccuracies in the estimates and judgments used to evaluate credit, operations, management and market risks with respect to the target institution;

 

the time and costs of evaluating new markets, hiring experienced local management, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;

 

our ability to finance an acquisition and possible dilution to our existing shareholders;

 

the diversion of our management’s attention to the negotiation of a transaction;

 

the incurrence of an impairment of goodwill associated with an acquisition and adverse effects on our results of operations;

 

entry into new markets where we lack experience; and

 

risks associated with integrating the operations and personnel of the acquired business in a manner that permits growth opportunities and does not materially disrupt existing customer relationships or result in decreased revenues resulting from any loss of customers.

With respect to the risks particularly associated with the integration of an acquired business, we may encounter a number of difficulties, such as: (1) customer loss and revenue loss; (2) the loss of key employees; (3) the disruption of our operations and business; (4) our inability to maintain and increase competitive presence; (5) possible inconsistencies in standards, control procedures and policies; and/or (6) unexpected problems with costs, operations, personnel, technology and credit.

In addition to the risks posed by the integration process itself, the focus of management’s attention and effort on integration may result in a lack of sufficient management attention to other important issues, causing harm to our business. Also, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit our successful integration of an acquired business.  Failure to realize the expected revenue increases, cost savings, increases in geographic or product presence and/or other projected benefits from an acquisition could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

 

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If we fail to successfully keep pace with technological change, our business c ould be materially adversely affected.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Failure to successfully keep pace with technological change affecting the financial services industry generally, and virtual banking in particular, could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon completion of our initial public offering, we became subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected and any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business results of operations and financial condition.

If our risk management framework does not effectively identify or mitigate our risks, we could suffer losses.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established processes and procedures intended to identify, measure, monitor and report the types of risk to which we are subject, including credit risk, operations risk, compliance risk, reputation risk, strategic risk, market risk and liquidity risk. We seek to monitor and control our risk exposure through a framework of policies, procedures, monitoring and reporting requirements. There may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected.

We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives relating to our financial and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an “emerging growth company.” We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company, and we expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. These obligations increase our operating expenses and could divert management’s attention from other aspects of our business. However, the measures we take may not be sufficient to satisfy our obligations as a public company. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC, and the NASDAQ Global Market, except for such requirements that we may elect not to comply with during the period we are an emerging growth company, which could require us to further upgrade our systems and/or hire additional staff, which would increase our operating costs. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs may cause us to incur losses. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

The soundness of other financial institutions could adversely affect us.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional clients. Many of these

 

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transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liqu idated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.

 

Risks Related to Our Industry

Financial reform legislation may result in new regulations that are expected to increase our costs of operations.

We are subject to extensive regulation, supervision and examination by the Federal Reserve, the FDIC and the WDFI. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations or legislation, could have a material impact on us and our operations.

The Dodd-Frank Act represented a significant overhaul of many aspects of the regulation of the financial-services industry. In addition to the self-implementing provisions of the statute, the Dodd-Frank Act calls for more than 300 administrative rulemakings by various federal agencies to implement various parts of the legislation. While some rules have been finalized or issued in proposed form, many have yet to be proposed. It is impossible to predict when additional rules will be issued or finalized, and what the content of such rules will be. We will have to apply resources to ensure that we are in compliance with all applicable provisions of the Dodd-Frank Act and any implementing rules, which may increase our costs of operations and adversely impact our earnings. The Dodd-Frank Act and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and/or our ability to conduct business.

The financial services industry, as well as the broader economy, may be subject to new legislation, regulation, and government policy.

At this time, it is difficult to predict the legislative and regulatory changes that will result from the combination of a new President of the United States and the first year since 2010 in which both Houses of Congress and the White House have majority memberships from the same political party. Recently, however, both the new President and senior members of the House of Representatives have advocated for significant reduction of financial services regulation, to include amendments to the Dodd-Frank Act and structural changes to the CFPB. The new Administration and Congress also may cause broader economic changes due to changes in governing ideology and governing style. New appointments to the Board of Governors of the Federal Reserve could affect monetary policy and interest rates, and changes in fiscal policy could affect broader patterns of trade and economic growth. Future legislation, regulation, and government policy could affect the banking industry as a whole, including our business and results of operations, in ways that are difficult to predict. In addition, our results of operations also could be adversely affected by changes in the way in which existing statutes and regulations are interpreted or applied by courts and government agencies.

We have become subject to more stringent capital requirements, which may adversely impact our return on equity or constrain us from paying dividends or repurchasing shares.

The Basel III Rule became effective for the Company and Bank on January 1, 2015, and the rules will be fully phased-in by January 1, 2019.  The Basel III Rule created a regulatory capital standard based on Tier 1 common equity and increased the minimum leverage and risk-based capital ratios applicable to all banking organizations. The Basel III Rule also changed how a number of the regulatory capital components are calculated. Any significant increase in our capital requirements could reduce our growth and profitability and materially adversely affect our business, financial condition, results of operations and growth prospects. For more information about the regulations to which we are subject, see the section of this Form 10-K entitled “Item 1 - Business – Supervision and Regulation.”

Our growth or future losses may require us to raise additional capital in the future, but that capital may not be available when it is needed or the cost of that capital may be very high.

We are required by our regulators to maintain adequate levels of capital to support our operations. We believe our current level of capital is sufficient to permit us to maintain regulatory capital compliance for the foreseeable future. Nonetheless, we may at some point need to raise additional capital to support continued growth or to address losses.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial condition and performance. Accordingly, we may not be able to raise additional capital if needed on terms that are acceptable to us, or at all. If we cannot raise additional capital when needed, our operations and our financial

 

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condition could be materially and adversely affected. In addition, if we are unable to raise additional capital if required by the Federal Reserve, we may be su bject to adverse regulatory action.

We face a risk of noncompliance with and enforcement actions under the Bank Secrecy Act and other anti-money laundering statutes and regulations.

We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations. The federal Bank Secrecy Act, the Patriot Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the U.S. Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. Federal and state bank regulators also have begun to focus on compliance with Bank Secrecy Act and anti-money laundering regulations. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including future acquisition plans, which would negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

Changes in accounting standards and policies may negatively affect our performance.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time there are changes in the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we report and record our financial condition and results of operations. In some cases, we could be required to apply a new or revised accounting standard retroactively, which could have a negative impact on our reported results.

A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations.

The FASB has adopted a new accounting standard that will be effective for the Company and the Bank for our first fiscal year after December 15, 2019.  This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses.  This will change the current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our financial condition and results of operations.

Our ability to pay dividends is dependent upon the Bank’s performance.

The Company’s only source of funds to pay dividends is dividends or other distributions it may receive directly from the Bank. The Company’s payment of dividends in the future, if any, will be subject to legal, regulatory and contractual restrictions (including with respect to junior subordinated debentures (and related trust preferred securities (“TruPS”)), which are senior to our shares of preferred and common stock and have a preference on dividends), and will also depend on the Bank’s earnings, capital requirements, financial condition and other factors considered relevant by our board of directors. Dividends are payable on shares at the discretion of our board of directors, subject to the provisions of the Wisconsin Business Corporation Law, and any regulatory restrictions.

The stock market can be volatile, and fluctuations in our operating results and other factors could cause our stock price to decline.

The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an indication of future performance. Our stock price could fluctuate significantly in response to our quarterly or annual results, annual projections and the impact of these risk factors on our operating results or financial position.

 

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We are subject to examinations and challenges by tax authorities that may be costly and time-consuming and may requ ire expensive remedial action or other costs.

In the normal course of business, the Company and the Bank are routinely subject to examinations and challenges from federal and state tax authorities regarding the amount of taxes due in connection with investments that both entities have made and the businesses in which they have engaged. Federal and state taxing authorities have over the past few years become increasingly aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If not resolved in our favor, such challenges could have an adverse effect on our financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Bank owns its headquarters in Manitowoc, Stevens Point, and Green Bay, Wisconsin and leases its other locations.  The following table provides information related to its leased locations:

Location

 

Function

 

Lease Expiration Year

 

Appleton, WI

 

Full service banking location

 

 

2018

 

Darlington, WI

 

Loan production office

 

 

2021

 

Eau Claire, WI

 

Loan production office

 

 

2017

 

Fond du Lac, WI

 

Loan production office

 

 

2017

 

Sheboygan, WI

 

Loan production office

 

 

2020

 

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We are not presently party to, nor is any of our property the subject of, any legal proceedings, other than ordinary routine litigation incidental to our business, the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the NASDAQ Global Market under the ticker symbol “ICBK.”  Our common stock was initially offered and sold to the public on January 16, 2015 at an initial price of $15.75 per share and has been publicly traded since that date.  Prior to that date, there was no public market in our common stock.  The table below shows, for the quarters indicated, the reported high and low sales prices of our common stock during the periods indicated and the cash dividends paid per share.

 

28


 

 

 

High

 

 

Low

 

 

Dividends Paid

 

Year ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

     Fourth quarter

 

$

26.97

 

 

$

19.55

 

 

$

0.05

 

     Third quarter

 

 

21.44

 

 

 

19.50

 

 

 

0.05

 

     Second quarter

 

 

22.80

 

 

 

19.34

 

 

 

0.05

 

     First quarter

 

 

21.80

 

 

 

18.25

 

 

 

0.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2015 (beginning January 16, 2015):

 

 

 

 

 

 

 

 

 

 

 

 

     Fourth quarter

 

$

24.20

 

 

$

17.82

 

 

$

0.04

 

     Third quarter

 

 

20.00

 

 

 

16.46

 

 

 

0.04

 

     Second quarter

 

 

20.33

 

 

 

17.90

 

 

 

0.04

 

     First quarter

 

 

21.70

 

 

 

15.20

 

 

 

0.04

 

Holders

We had approximately 375 shareholders of record at March 23, 2017.  The number of shareholders does not reflect persons or entities that hold their stock in nominee or “street” name through various brokerage firms.

Dividends

We pay quarterly dividends on our common stock, and in 2016 our Board of Directors declared dividends totaling $0.20 per share.  On February 14, 2017, our Board of Directors declared a quarterly dividend totaling $0.06 per share for shareholders of record as of March 10, 2017.

Although we expect to pay dividends according to our dividend policy as of the date of this report, we may elect not to pay dividends. Any declarations of dividends will be at the discretion of our board of directors. In determining the amount of any future dividends, our board of directors will take into account: (i) our financial results; (ii) our available cash, as well as anticipated cash requirements (including debt servicing); (iii) our capital requirements and the capital requirements of our subsidiaries (including the Bank); (iv) contractual, legal, tax and regulatory restrictions on, and implications of, the payment of dividends by us to our shareholders or by the Bank to us; (v) general economic and business conditions; and (vi) any other factors that our board of directors may deem relevant. Therefore, there can be no assurance that we will pay any dividends to holders of our stock, or as to the amount of any such dividends.

Dividends we can declare and pay will depend primarily upon receipt of dividends from the Bank. See the section of this report entitled “Supervision and Regulation—Regulation and Supervision of the Bank—Dividends Payment” under Item 1, Business, of Part I. In addition, our ability to pay dividends currently or in the future may be materially limited by statutory or regulatory restrictions, and is subject to certain provisions of our TruPS.

Recent Sales of Unregistered Securities

None.

Repurchases of Equity Securities

There were no equity securities repurchased during the fourth quarter of 2016.

 

 

29


 

ITEM 6. SELECTED FINANCIAL DATA

FOUR YEAR SELECTED CONSOLIDATED FINANCIAL DATA

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(dollars in thousands, except per share data)

 

Selected Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

45,581

 

 

$

33,767

 

 

$

30,897

 

 

$

31,972

 

Interest expense

 

 

10,014

 

 

 

7,520

 

 

 

7,537

 

 

 

8,513

 

Net interest income

 

 

35,567

 

 

 

26,247

 

 

 

23,360

 

 

 

23,459

 

Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

 

 

589

 

 

 

4,200

 

Net interest income after provision for (recovery of) loan losses

 

 

32,608

 

 

 

27,266

 

 

 

22,771

 

 

 

19,259

 

Non-interest income

 

 

8,715

 

 

 

7,685

 

 

 

7,148

 

 

 

8,857

 

Non-interest expense

 

 

24,146

 

 

 

17,458

 

 

 

17,025

 

 

 

16,964

 

Income tax expense

 

 

6,483

 

 

 

6,519

 

 

 

4,684

 

 

 

4,140

 

Net income

 

$

10,694

 

 

$

10,974

 

 

$

8,210

 

 

$

7,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Common Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.65

 

 

$

1.85

 

 

$

1.73

 

 

$

1.45

 

Diluted

 

$

1.61

 

 

$

1.82

 

 

$

1.69

 

 

$

1.43

 

Cash dividends per common share

 

$

0.20

 

 

$

0.16

 

 

$

 

 

$

 

Book value per share

 

$

18.72

 

 

$

17.16

 

 

$

16.01

 

 

$

14.28

 

Weighted average common shares - basic

 

 

6,260,040

 

 

 

5,664,678

 

 

 

4,469,450

 

 

 

4,518,830

 

Weighted average common shares - diluted

 

 

6,415,204

 

 

 

5,777,802

 

 

 

4,580,917

 

 

 

4,609,913

 

Common shares outstanding, end of period

 

 

6,586,335

 

 

 

5,771,001

 

 

 

4,498,790

 

 

 

4,468,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,242,670

 

 

$

884,889

 

 

$

771,756

 

 

$

757,820

 

Securities

 

 

123,437

 

 

 

83,281

 

 

 

81,282

 

 

 

73,007

 

Total loans

 

 

1,030,486

 

 

 

748,189

 

 

 

648,122

 

 

 

569,138

 

Allowance for loan losses

 

 

(12,645

)

 

 

(10,405

)

 

 

(10,603

)

 

 

(10,495

)

Total deposits

 

 

977,518

 

 

 

672,226

 

 

 

605,469

 

 

 

616,308

 

Other borrowings and FHLB advances

 

 

110,047

 

 

 

70,390

 

 

 

51,857

 

 

 

36,169

 

Subordinated debentures

 

 

15,451

 

 

 

12,372

 

 

 

12,372

 

 

 

12,372

 

Total shareholders' equity

 

 

131,288

 

 

 

107,024

 

 

 

80,043

 

 

 

71,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

0.98

%

 

 

1.35

%

 

 

1.10

%

 

 

0.94

%

Return on average common shareholders' equity (1)

 

 

9.51

%

 

 

11.27

%

 

 

11.37

%

 

 

10.47

%

Equity to assets ratio

 

 

10.56

%

 

 

14.30

%

 

 

12.35

%

 

 

9.48

%

Net interest margin

 

 

3.35

%

 

 

3.36

%

 

 

3.29

%

 

 

3.35

%

Interest rate spread

 

 

3.16

%

 

 

3.13

%

 

 

3.07

%

 

 

3.15

%

Non-interest income to average assets

 

 

0.80

%

 

 

0.95

%

 

 

0.96

%

 

 

1.19

%

Non-interest expense to average assets

 

 

2.21

%

 

 

2.15

%

 

 

2.28

%

 

 

2.24

%

Net overhead ratio (2)

 

 

1.41

%

 

 

1.20

%

 

 

1.32

%

 

 

1.05

%

Efficiency ratio (1)

 

 

53.72

%

 

 

49.95

%

 

 

50.99

%

 

 

47.43

%

Dividend payout ratio

 

 

12.42

%

 

 

8.79

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Quality Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming loans to total loans

 

 

1.95

%

 

 

3.29

%

 

 

1.78

%

 

 

1.06

%

Allowance for loan losses to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

 

 

1.23

%

 

 

1.39

%

 

 

1.64

%

 

 

1.84

%

Nonperforming loans

 

 

62.89

%

 

 

42.33

%

 

 

91.76

%

 

 

173.30

%

Net charge-offs (recoveries) to average loans

 

 

0.08

%

 

 

(0.12

)%

 

 

0.08

%

 

 

1.05

%

Nonperforming assets to total assets (3)

 

 

1.84

%

 

 

3.10

%

 

 

2.42

%

 

 

2.92

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' common equity to assets

 

 

9.92

%

 

 

11.19

%

 

 

9.33

%

 

 

8.42

%

Tier 1 risk-based capital (Bank)

 

 

11.08

%

 

 

13.94

%

 

 

15.51

%

 

 

16.18

%

Total risk-based capital (Bank)

 

 

13.23

%

 

 

15.19

%

 

 

16.77

%

 

 

17.44

%

Tier 1 Common Equity Ratio (Bank)

 

 

11.08

%

 

 

13.94

%

 

N/A

 

 

N/A

 

Leverage ratio (Bank)

 

 

12.07

%

 

 

13.29

%

 

 

13.96

%

 

 

12.81

%

 

 

30


 

(1)

The return on average common shareholders’ equity and the efficiency ratio are not recognized under generally accepted accounting principles of the United States (“ GAAP ”) , and are therefore considered to be non-GAA P financial measures.  See below for reconciliations of the return on average common shareholders’ equity and the efficiency ratio to their most comparable GAAP measures.

(2)

Net overhead ratio represents the difference between noninterest expense and noninterest income, divided by average assets.

(3)

Non-performing assets consist of nonaccrual loans and other real estate owned.

 

Non-GAAP Financial Measures:

“Efficiency ratio” is defined as non-interest expenses, excluding gains and losses and write-downs of other real estate owned, divided by operating revenue, which is equal to net interest income plus non-interest income excluding gains and losses on sales of securities.  In our judgment, the adjustments made to non-interest expense allow investors to better asses our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

Efficiency Ratio GAAP to Non-GAAP reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest expense

 

$

24,146

 

 

$

17,458

 

 

$

17,025

 

 

$

16,964

 

Less: net loss on sales and write-downs of OREO

 

 

(358

)

 

 

(510

)

 

 

(1,468

)

 

 

(1,636

)

Adjusted non-interest expense (non-GAAP)

 

$

23,788

 

 

$

16,948

 

 

$

15,557

 

 

$

15,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

35,567

 

 

$

26,247

 

 

$

23,360

 

 

$

23,459

 

Non-interest income

 

 

8,715

 

 

 

7,685

 

 

 

7,148

 

 

 

8,857

 

Operating revenue

 

$

44,282

 

 

$

33,932

 

 

$

30,508

 

 

$

32,316

 

Efficiency ratio

 

 

53.72

%

 

 

49.95

%

 

 

50.99

%

 

 

47.43

%

 

Return on average common shareholders’ equity is a non-GAAP financial measure calculated using non-GAAP based amounts.  The most directly comparable GAAP based measure is return on average shareholders’ equity.  We calculate return on average common shareholders’ equity by excluding the average preferred shareholders’ equity and the related dividends.  Management uses the return on average common shareholders’ equity in order to review our core operating results.  Management believes that this is a better measure of our performance than return on average shareholders’ equity.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

Return on Average Common

   Shareholders' Equity GAAP

   to Non-GAAP reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average common shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average shareholders' equity

 

 

8.99

%

 

 

9.45

%

 

 

9.02

%

 

 

8.24

%

Effect of excluding average preferred shareholders' equity

 

 

0.52

%

 

 

1.82

%

 

 

2.35

%

 

 

2.23

%

Return on average common shareholders' equity

 

 

9.51

%

 

 

11.27

%

 

 

11.37

%

 

 

10.47

%

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections titled “Forward-Looking Statements” and “Item 1A - Risk Factors.”

General

The following discussion and analysis presents our financial condition and results of operations on a consolidated basis. However, because we conduct all of our material business operations through the Bank, the discussion and analysis relates to activities primarily conducted at the Bank.

 

31


 

Executive Overvi ew

We are the holding company for Investors Community Bank, which is headquartered in Manitowoc, Wisconsin. Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans, and the interest we pay on interest-bearing liabilities, such as deposits. We generate most of our revenue from interest on loans and investments and loan- and deposit-related fees. Our loan portfolio consists of a mix of agricultural, commercial real estate, commercial, residential real estate and installment and consumer loans. Our primary source of funding is deposits. Our largest expenses are interest on these deposits and salaries and related employee benefits. We measure our performance through various metrics, including our pre-tax net income, net interest margin, efficiency ratio, return on average assets, return on average common shareholders’ equity, earnings per share, and non-performing assets to total assets. We must also maintain appropriate regulatory leverage and risk-based capital ratios. The following table sets forth the key financial metrics we use to measure our performance.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(dollars in thousands)

 

Pre-tax income

 

$

17,177

 

 

$

17,493

 

 

$

12,894

 

 

$

11,152

 

Net interest margin

 

 

3.35

%

 

 

3.36

%

 

 

3.29

%

 

 

3.35

%

Efficiency ratio (1)

 

 

53.72

%

 

 

49.95

%

 

 

50.99

%

 

 

47.43

%

Return on average assets

 

 

0.98

%

 

 

1.35

%

 

 

1.10

%

 

 

0.94

%

Return on average common shareholders' equity (1)

 

 

9.51

%

 

 

11.27

%

 

 

11.37

%

 

 

10.47

%

Basic earnings per share

 

$

1.65

 

 

$

1.85

 

 

$

1.73

 

 

$

1.45

 

Diluted earnings per share

 

$

1.61

 

 

$

1.82

 

 

$

1.69

 

 

$

1.43

 

Non-performing asset to total assets (2)

 

 

1.84

%

 

 

3.10

%

 

 

2.42

%

 

 

2.92

%

 

(1)

This measure is not recognized under GAAP and is therefore considered to be a non-GAAP financial measure. See “Item 6 - Selected Financial Data ” for a reconciliation of this measure to its most directly comparable GAAP measure.

(2)

Non-performing assets consist of nonaccrual loans and other real estate owned.

Critical Accounting Policies and Estimates

Certain of our accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Our significant accounting policies are discussed in detail in Note 1 to our Consolidated Financial Statements included in Item 8 of this Form 10-K. Those significant accounting policies that we consider to be most critical are described below. Our policies with respect to the methodology for the determination of the allowance for loan losses, OREO and fair value of financial instruments involves a degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact our results of operations. These critical policies and their application are reviewed with the board of directors annually and prior to any change in policy.

Business Combinations and Valuations of Loans Acquired in Business Combinations

 

We account for acquisitions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. Assets acquired and liabilities assumed in a business combination are recorded at estimated fair value on their purchase date. As provided for under GAAP, management has up to 12 months following the date of acquisition to finalize any provisional fair values of acquired assets and assumed liabilities, where it was not possible to estimate the acquisition date fair value upon consummation. Management finalized the fair value of acquired assets and assumed liabilities within this 12-month period and management considers such values to be the fair values.

In particular, the valuation of acquired loans involves significant estimates, assumptions and judgments based on information available as of the acquisition date. Substantially all loans acquired in the transaction are evaluated either individually or in pools of loans with similar characteristics; since the estimated fair value of acquired loans includes a credit consideration, no carryover of any previously recorded allowance for loan losses is recorded at acquisition. A number of factors are considered in determining the estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated

 

32


 

prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market int erest rates, and net present value of cash flows expected to be received.

 

In determining the fair value of acquired loans, management calculates a nonaccretable difference (the credit mark component of the acquired loans) and an accretable difference (the market rate or yield component of the acquired loans). The nonaccretable difference is the difference between the undiscounted contractually required payments and the undiscounted cash flows expected to be collected in accordance with management’s determination of the fair value. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows will result in a reversal of the provision for loan losses to the extent of prior charges and then an adjustment to accretable yield, and nonaccretable difference which would have a positive impact on interest income.

  The accretable yield on acquired loans is the difference between the expected cash flows and the initial investment in the acquired loans. The accretable yield is recognized into earnings using the effective yield method over the term of the loans. Management separately monitors the acquired loan portfolio and periodically reviews loans contained within this portfolio against the factors and assumptions used in determining the fair value.

In assessing the credit quality of the acquired loans, management determined that nine loans met the definition of purchased credit impaired as of the acquisition date of Fox River Valley, and applied the cost recovery method of accounting to those loans due to the uncertainty of the timing of expected cash flows.  This will generally result in the recognition of interest income on these impaired loans only when cash payments received from the borrower exceed the recorded net book value of the related loans.  

Goodwill and Core Deposit Intangible  

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and is included as an asset on the consolidated balance sheets. Goodwill is not amortized but is subject to impairment tests on at least an annual basis. Core deposit base premiums represent the value of the acquired customer core deposit bases and are included in as an asset on the consolidated balance sheets. The core deposit intangible has an estimated finite life, is amortized on an accelerated basis over a 66-month period, and is subject to periodic impairment evaluation.

Management will periodically review the carrying value of its long-lived and intangible assets to determine if any impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life, in which case an impairment charge would be recorded as an expense in the period of impairment. In making such determination, management evaluates whether there are any adverse qualitative factors indicating that an impairment may exist, as well as the performance, on an undiscounted basis, of the underlying operations or assets which give rise to the intangible. Given that the Fox River Valley acquisition took place during the second quarter of 2016, there was no impairment charge to goodwill or core deposit intangible at December 31, 2016.  The net book value of core deposit intangible was $1.4 million and $0 at December 31, 2016 and December 31, 2015, respectively and is included on the consolidated balance sheets.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to expense, which affects our earnings directly. Loans are charged against the allowance for loan losses when management believes that the collectability of all or some of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that reflects management’s estimate of the level of probable incurred losses in the loan portfolio. Factors considered by management in determining the adequacy of the allowance include, but are not limited to, detailed reviews of individual loans, historical and current trends in loan charge-offs for the various portfolio segments evaluated, the level of the allowance in relation to total loans and to historical loss levels, levels and trends in non-performing and past due loans, volume of and migratory direction of adversely graded loans, external factors including regulatory requirements, reputation, and competition, and management’s assessment of economic conditions. Our board of directors reviews the recommendations of management regarding the appropriate level for the allowance for loan losses based upon these factors.

The provision for loan losses is the charge to operating earnings necessary to maintain an adequate allowance for loan losses. We have developed policies and procedures for evaluating the overall quality of our loan portfolio and the timely identification of problem credits. Management continuously reviews these policies and procedures and makes further improvements as needed. The adequacy of our allowance for loan losses and the effectiveness of our internal policies and procedures are also reviewed periodically by our regulators and our auditors and external loan review personnel. Our regulators may advise us to recognize additions to the allowance based upon their judgments about information available to them at the time of their examination. Such regulatory guidance is taken under consideration by management, and we may recognize additions to the allowance as a result.

 

33


 

We continually refine our methodology for determining the allowance for loan losses by comparing historical loss ratios utilized to actual experience and by classifying loans for analysis based on similar risk characteristics. Cash receipts for accruing loans are applied to principal and interest under the contractual terms of the loan agreements; however, cash receipts on impaired and nonaccrual loans for which the accrual of interest has been d iscontinued are applied to principal and interest income depending upon the overall risk of principal loss to us.

Other Real Estate Owned

Assets acquired through or in lieu of loan foreclosure are initially recorded at lower of cost or fair value less estimated costs to sell, establishing a new cost basis. Subsequent to foreclosure, independent valuations are performed annually and the assets are carried at the lower of carrying amount or fair value less estimated costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense. Costs related to the development and improvement of other real estate owned is capitalized.

Fair Value of Financial Instruments

A significant portion of the Company’s assets are financial instruments carried at fair value. This includes securities available for sale and certain impaired loans. The majority of assets carried at fair value are based on either quoted market prices or market prices for similar instruments. For additional disclosures regarding the fair value of financial instruments, see Note 20. “Fair Value Measurements” to our consolidated financial statements.

JOBS Act Transition Period

The Jumpstart Our Business Startups (JOBS) Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period.

Merger Transaction

 

On May 13, 2016, the Company completed its acquisition of Fox River Valley and its wholly-owned bank subsidiary, The Business Bank, through the merger of Fox River Valley into a wholly-owned subsidiary of the Company (which subsequently dissolved) and the merger of The Business Bank into the Bank.  In connection with the merger, County acquired approximately $142 million in loans and $202 million of deposits.

The purpose of the acquisition was for strategic reasons management believes to be beneficial to the Company. The acquisition is consistent with its growth plans to expand into the markets of Appleton and Green Bay, Wisconsin and diversify its loan portfolio and agricultural concentration.  The Company believes it is well-positioned to achieve stronger financial performance and enhance shareholder value through synergies of the combined operations.

 

Merger Consideration. In connection with the merger, County paid aggregate merger consideration of approximately $14.45 million in cash and 712,830 shares of the Company’s common stock.   

 

Board of Directors. Upon completion of the merger, the makeup of the board of directors expanded to include two new directors who previously sat on the board of Fox River Valley.

 

For additional information on this merger, see Note 2. “Acquisition” to our consolidated financial statements.

 

Comparison of Financial Condition at December 31, 2016, 2015, and 2014

Total Assets .  Total assets increased $357.8 million, or 40.4%, from $884.9 million at December 31, 2015 to $1.2 billion at December 31, 2016.  The increase was primarily the result of the acquisition of Fox River Valley, which was closed on May 13, 2016 and resulted in the addition of $229.7 million in assets. Including the impact of the assets acquired through the acquisition, loans increased $280.1 million, securities increased $40.2 million, and cash and due from banks increased $27.8 million, between December 31, 2015 and December 31, 2016.

 

34


 

Total assets increased $113.1 million, or 14.66%, from $771.8 mill ion at December 31, 2014 to $884.9 million at December 31, 2015.  The increase was primarily the result of loan growth of $100.1 million, an increase of loans held for sale of $5.1 million, and an increase of cash and due from banks of $4.4 million between the two dates.

Net Loans.   Total net loans increased by $280.1 million, or 38.0%, from $737.8 million at December 31, 2015 to $1.0 billion at December 31, 2016.  The increase is attributed to a 25.0% increase in our agricultural portfolio, a 67.2% increase in our commercial real estate portfolio, a 73.0% increase in our commercial portfolio, and a 30.7% increase in our residential real estate portfolio, partially offset by a small decrease in our installment and consumer loans.

Total net loans increased by $100.3 million, or 15.7%, from $637.5 million at December 31, 2014 to $737.8 million at December 31, 2015.  The increase is attributed to a 20.3% increase in our agricultural portfolio and 17.6% increase in our commercial real estate loan portfolio, partially offset by decreases in our commercial, residential real estate, and installment and consumer loans.

The following table sets forth the composition of our loan portfolio at the dates indicated:

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

(dollars in thousands)

 

Agriculture loans

 

$

624,632

 

 

 

60.6

%

 

$

499,320

 

 

 

66.8

%

 

$

415,164

 

 

 

64.1

%

 

$

375,240

 

 

 

65.9

%

 

$

381,893

 

 

 

62.3

%

Commercial real estate loans

 

 

270,475

 

 

 

26.3

%

 

 

161,741

 

 

 

21.6

%

 

 

137,517

 

 

 

21.2

%

 

 

102,645

 

 

 

18.0

%

 

 

123,499

 

 

 

20.1

%

Commercial loans

 

 

89,944

 

 

 

8.7

%

 

 

51,978

 

 

 

6.9

%

 

 

53,745

 

 

 

8.3

%

 

 

51,008

 

 

 

9.0

%

 

 

57,928

 

 

 

9.4

%

Residential real estate loans

 

 

45,276

 

 

 

4.4

%

 

 

34,631

 

 

 

4.6

%

 

 

40,885

 

 

 

6.3

%

 

 

39,901

 

 

 

7.0

%

 

 

49,050

 

 

 

8.0

%

Installment and consumer other

 

 

159

 

 

 

0.0

%

 

 

519

 

 

 

0.1

%

 

 

811

 

 

 

0.1

%

 

 

344

 

 

 

0.1

%

 

 

1,120

 

 

 

0.2

%

Total gross loans

 

$

1,030,486

 

 

 

100.0

%

 

$

748,189

 

 

 

100.0

%

 

$

648,122

 

 

 

100.0

%

 

$

569,138

 

 

 

100.0

%

 

$

613,490

 

 

 

100.0

%

Allowance for loan losses

 

 

(12,645

)

 

 

 

 

 

 

(10,405

)

 

 

 

 

 

 

(10,603

)

 

 

 

 

 

 

(10,495

)

 

 

 

 

 

 

(12,521

)

 

 

 

 

Net Loans

 

$

1,017,841

 

 

 

 

 

 

$

737,784

 

 

 

 

 

 

$

637,519

 

 

 

 

 

 

$

558,643

 

 

 

 

 

 

$

600,969

 

 

 

 

 

 

 

The following table sets forth loan origination activity for the periods indicated:

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(dollars in thousands)

 

Total gross loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Balance, beginning of period

 

$

748,189

 

 

$

648,122

 

 

$

569,138

 

 

$

613,490

 

      Loan originations, net of repayments

 

 

244,542

 

 

 

170,144

 

 

 

96,117

 

 

 

38,269

 

      Loans acquired, net of repayments

 

 

121,265

 

 

 

 

 

 

 

 

 

 

      Less:  Loans sold, net of repayments

 

 

(81,031

)

 

 

(66,640

)

 

 

(15,165

)

 

 

(51,154

)

      Less:  Loans charged-off, net

 

 

(1,670

)

 

 

(1,907

)

 

 

(647

)

 

 

(6,438

)

      Less: Transfers to other real estate owned

 

 

(809

)

 

 

(1,530

)

 

 

(1,321

)

 

 

(25,029

)

   Balance, end of period

 

$

1,030,486

 

 

$

748,189

 

 

$

648,122

 

 

$

569,138

 

 

The majority of our loan participations and sales relate to agricultural customers. When customers request additional funding, generally for expansion of their operations, the existing loan participations are usually repurchased, with the consent of the participating institution, to allow for repackaging of the loans. This allows the new loans, including the additional funding, to be re-participated at a later time. The decision to re-participate a loan is dependent on many factors, including in-house lending limits and longer-term interest rate options provided to the borrower. As reflected by the balances of “Loans sold, net of repayments”, we increased the amount of loans we participated in 2016 in order to generate liquidity to fund loan growth and manage our ag concentration.

Loan Servicing.   As part of our growth and risk management strategy, we have actively developed a loan participation and loan sales network. Our ability to sell loan participations and whole loans benefits us by freeing up capital and funding to lend to new customers as well as to increase non-interest income through the recognition of loan sale and servicing revenue. Because we continue to service these loans, we are able to maintain a relationship with the customer. Additionally, we receive a servicing fee that offsets some of the cost of administering the loan, while maintaining the customer relationship.

 

35


 

The loan servicing portfolio is sh own below:  

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(dollars in thousands)

 

Total loans:

 

$

1,030,486

 

 

$

748,189

 

 

$

648,122

 

 

$

569,138

 

   Less:  Non-qualified loan sales included below

 

 

(1,963

)

 

 

(3,945

)

 

 

(8,894

)

 

 

(14,169

)

Loans serviced:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

 

562,843

 

 

 

480,133

 

 

 

413,933

 

 

 

382,094

 

   Commercial

 

 

11,038

 

 

 

11,080

 

 

 

10,419

 

 

 

25,822

 

   Commercial real estate

 

 

3,083

 

 

 

4,720

 

 

 

4,941

 

 

 

6,213

 

      Total loans serviced

 

 

576,964

 

 

 

495,933

 

 

 

429,293

 

 

 

414,129

 

Total loans and loans serviced

 

$

1,605,487

 

 

$

1,240,177

 

 

$

1,068,521

 

 

$

969,098

 

 

Loan Maturity. The following table sets forth certain information at December 31, 2016 regarding scheduled contractual maturities during the periods indicated. The table does not include any estimate of prepayments, which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.

  

 

As of December 31, 2016

 

 

 

Due In One Year or Less

 

 

More Than One Year to Five Years

 

 

Due After

Five Years

 

 

Total

 

 

 

(dollars in thousands)

 

By Loan Portfolio Class:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Agricultural

 

$

455,696

 

 

$

126,288

 

 

$

42,648

 

 

$

624,632

 

   Commercial real estate

 

 

64,748

 

 

 

174,512

 

 

 

31,215

 

 

 

270,475

 

   Commercial

 

 

47,985

 

 

 

26,617

 

 

 

15,342

 

 

 

89,944

 

   Residential real estate

 

 

13,967

 

 

 

29,216

 

 

 

2,093

 

 

 

45,276

 

   Installment and consumer other

 

 

61

 

 

 

48

 

 

 

50

 

 

 

159

 

      Total loans

 

$

582,457

 

 

$

356,681

 

 

$

91,348

 

 

$

1,030,486

 

By Interest Rate Type:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Fixed

 

$

467,526

 

 

$

312,748

 

 

$

61,650

 

 

$

841,924

 

   Adjustable loans at floor

 

 

18,037

 

 

 

8,582

 

 

 

5,648

 

 

 

32,267

 

   Adjustable

 

 

96,894

 

 

 

35,351

 

 

 

24,050

 

 

 

156,295

 

      Total loans

 

$

582,457

 

 

$

356,681

 

 

$

91,348

 

 

$

1,030,486

 

Securities. Our securities portfolio is predominately composed of municipal securities, investment grade mortgage-backed securities, U.S. Government and agency securities, and asset-backed securities. We classify substantially all of our securities as available for sale. We do not engage in active securities trading in carrying out our investment strategies.

Securities increased to $123.4 million at December 31, 2016 from $83.3 million at December 31, 2015, primarily as the result of securities acquired through the acquisition of Fox River Valley, which totaled $49.5 million, which was partially offset by normal maturities and paydowns during 2016.

Securities increased to $83.3 million at December 31, 2015 from $81.3 million at December 31, 2014 as the result of additional investment security purchases of $11.3 million, which were partially offset by normal maturities and paydowns during 2015.

 

36


 

The following table sets forth the amortized cost and fair values of our securities portfolio at the dates indicated.

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2014

 

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

 

Amortized

Cost

 

 

Fair

Value

 

 

 

(dollars in thousands)

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal securities

 

$

45,638

 

 

$

45,456

 

 

$

46,185

 

 

$

46,312

 

 

$

41,751

 

 

$

41,849

 

Mortgage-backed securities

 

 

73,648

 

 

 

73,308

 

 

 

34,728

 

 

 

34,966

 

 

 

36,889

 

 

 

37,428

 

U.S. Government and agency securities

 

 

1,000

 

 

 

1,000

 

 

 

2,003

 

 

 

2,003

 

 

 

2,006

 

 

 

2,005

 

Asset-backed securities

 

 

3,761

 

 

 

3,673

 

 

 

 

 

 

 

 

 

 

 

 

 

Total available for sale

 

$

124,047

 

 

$

123,437

 

 

$

82,916

 

 

$

83,281

 

 

$

80,646

 

 

$

81,282

 

 

 

At December 31, 2016, 2015, and 2014, we had no investments in a single company or entity (other than the U.S. government or an agency of the U.S. government), including both debt and equity securities, that had an aggregate book value in excess of 10% of our equity.

The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2016. Certain mortgage-backed securities have adjustable interest rates and will reprice periodically within the various maturity ranges. These repricing schedules are not reflected in the table below.

 

 

 

December 31, 2016

 

 

 

One Year or Less

 

 

More Than One Year to Five Years

 

 

More Than Five Years to Ten Years

 

 

More Than Ten Years

 

 

Total

 

 

 

Amortized Cost

 

 

Weighted Average Yield

 

 

Amortized Cost

 

 

Weighted Average Yield

 

 

Amortized Cost

 

 

Weighted Average Yield

 

 

Amortized Cost

 

 

Weighted Average Yield

 

 

Amortized Cost

 

 

Weighted Average Yield

 

 

 

(dollars in thousands)

 

Municipal securities

 

$

12,635

 

 

 

1.13

%

 

$

25,960

 

 

 

1.40

%

 

$

7,043

 

 

 

1.73

%

 

$

 

 

 

 

 

$

45,638

 

 

 

1.38

%

Mortgage-backed securities

 

 

 

 

 

 

 

 

1,088

 

 

 

3.75

%

 

 

20,639

 

 

 

2.49

%

 

 

51,921

 

 

 

2.21

%

 

 

73,648

 

 

 

2.31

%

U.S. Government and agency securities

 

 

1,000

 

 

 

0.90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

0.90

%

Asset-backed securities

 

 

3,761

 

 

 

1.52

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,761

 

 

 

1.52

%

   Total

 

$

17,396

 

 

 

1.20

%

 

$

27,048

 

 

 

1.49

%

 

$

27,682

 

 

 

2.22

%

 

$

51,921

 

 

 

2.10

%

 

$

124,047

 

 

 

1.66

%

 

 

Deposits.   Deposits increased $305.3 million, or 45.4% to $977.5 million at December 31, 2016 from $672.2 million at December 31, 2015, of which $203.0 resulted from the acquisition of Fox River Valley. Interest-bearing deposits increased $257.5 million, while non-interest bearing deposits increased $47.7 million.  Deposits increased $66.8 million, or 11.2% to $672.2 million at December 31, 2015 from $605.5 million at December 31, 2014.  An increase of $77.4 million of interest-bearing deposits was partially offset by at $10.6 million decrease in noninterest bearing deposits.

 

37


 

The changes in our deposit balance mix below reflect the impact of the assumption of deposits acquired through the a cquisition of Fox River Valley , which totaled $203.0 million. While we were able to increase core deposit balances in 2016, loan growth continued to outpace core deposit growth, r esulting in an increase in brokered deposits of $29.1 million between December 31, 2015 and December 31, 2016 . In 2015, loan growth also outpaced core deposit growth causing an increase in brokered deposits of $39.2 million . Our long-term strategy continues to be to increase core deposit balances through our focus on customer relationships in order to secure less volatile and less costly funding and reduce our reliance on brokered deposits.

 

 

 

December 31, 2016

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

(dollars in thousands)

 

Time deposits

 

$

404,667

 

 

 

41.4

%

 

$

307,044

 

 

 

45.7

%

 

$

296,921

 

 

 

49.0

%

 

$

321,257

 

 

 

52.1

%

Brokered deposits

 

 

193,613

 

 

 

19.8

%

 

 

164,559

 

 

 

24.5

%

 

 

125,396

 

 

 

20.7

%

 

 

150,661

 

 

 

24.4

%

Money market accounts

 

 

206,435

 

 

 

21.1

%

 

 

96,148

 

 

 

14.3

%

 

 

69,742

 

 

 

11.5

%

 

 

52,961

 

 

 

8.6

%

Demand, noninterest-bearing

 

 

118,657

 

 

 

12.1

%

 

 

70,914

 

 

 

10.5

%

 

 

81,534

 

 

 

13.5

%

 

 

57,231

 

 

 

9.3

%

NOW accounts and interest checking

 

 

48,727

 

 

 

5.0

%

 

 

27,592

 

 

 

4.1

%

 

 

27,312

 

 

 

4.5

%

 

 

28,688

 

 

 

4.7

%

Savings

 

 

5,419

 

 

 

0.6

%

 

 

5,969

 

 

 

0.9

%

 

 

4,564

 

 

 

0.8

%

 

 

5,510

 

 

 

0.9

%

Total deposits

 

$

977,518

 

 

 

100.0

%

 

$

672,226

 

 

 

100.0

%

 

$

605,469

 

 

 

100.0

%

 

$

616,308

 

 

 

100.0

%

 

 

The following tables set forth the average balances and weighted average rates of our deposit products for the periods indicated.  

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

 

Average

Balance

 

 

Percent

 

 

Weighted Average Rate

 

 

Average

Balance

 

 

Percent

 

 

Weighted Average Rate

 

 

 

(dollars in thousands)

 

Time deposits

 

$

361,944

 

 

 

43.5

%

 

 

1.34

%

 

$

299,076

 

 

 

48.0

%

 

 

1.37

%

Brokered deposits

 

 

184,179

 

 

 

22.1

%

 

 

1.29

%

 

 

147,505

 

 

 

23.7

%

 

 

1.06

%

Money market accounts

 

 

157,076

 

 

 

18.9

%

 

 

0.51

%

 

 

79,438

 

 

 

12.8

%

 

 

0.43

%

Demand, noninterest-bearing

 

 

85,199

 

 

 

10.2

%

 

 

 

 

 

62,430

 

 

 

10.0

%

 

 

 

NOW accounts and interest checking

 

 

37,322

 

 

 

4.5

%

 

 

0.44

%

 

 

28,893

 

 

 

4.6

%

 

 

0.38

%

Savings

 

 

6,567

 

 

 

0.8

%

 

 

0.23

%

 

 

5,341

 

 

 

0.9

%

 

 

0.18

%

Total deposits

 

$

832,287

 

 

 

100.0

%

 

 

0.98

%

 

$

622,683

 

 

 

100.0

%

 

 

1.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

Average

Balance

 

 

Percent

 

 

Weighted Average Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

$

305,284

 

 

 

50.6

%

 

 

1.32

%

 

 

 

 

 

 

 

 

 

 

 

 

Brokered deposits

 

 

138,683

 

 

 

23.0

%

 

 

1.23

%

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

 

65,592

 

 

 

10.9

%

 

 

0.45

%

 

 

 

 

 

 

 

 

 

 

 

 

Demand, noninterest-bearing

 

 

59,956

 

 

 

9.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts and interest checking

 

 

28,254

 

 

 

4.7

%

 

 

0.40

%

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

 

5,740

 

 

 

0.9

%

 

 

0.18

%

 

 

 

 

 

 

 

 

 

 

 

 

Total deposits

 

$

603,509

 

 

 

100.0

%

 

 

1.13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

38


 

 

The following table sets forth the maturity of time deposits of $100,000 or more, including brokered time deposits as of the date indicated.

 

 

 

December 31, 2016

 

 

 

(dollars in thousands)

 

3 months or less

 

$

75,699

 

Over 3 through 6 months

 

 

45,778

 

Over 6 months through 12 months

 

 

74,352

 

Over 12 months

 

 

272,518

 

   Total

 

$

468,347

 

 

Borrowings. The Bank had fixed rate advances outstanding from the FHLB-Chicago in the amount of $107.9 million, $66.4 million, and $28.0 million on December 31, 2016, December 31, 2015, and December 31, 2014, respectively. The terms of security agreements with the FHLB require the Bank to pledge collateral for such borrowings consisting of qualifying first mortgage loans, certain securities available for sale, and stock in the FHLB. We did not have overnight advances with the FHLB at December 31, 2016 or December 31, 2015.

As of December 31, 2016, 2015, and 2014, the Bank also had a $50.0 million line-of-credit available with the Federal Reserve Bank of Chicago.  Borrowings under this line of credit are limited by the amount of securities pledged by the Bank as collateral. Our available credit due to our pledged securities totaled $11.2 million, $15.8 million, and $17.8 million at December 31, 2016, 2015, and 2014, respectively. The total outstanding advances were $15 million at December 31, 2014.  We had no borrowings from the Federal Reserve Bank of Chicago as of December 31, 2016 or 2015.

We also have other borrowings as a result of sold loans that do not qualify for sale accounting. These agreements are recorded as financing transactions as we maintain effective control over the transferred loans. The dollar amount of the loans underlying the sale agreements continues to be carried in our loan portfolio, and the transfer is reported as a secured borrowing with pledge of collateral.

The following table sets forth information concerning balances and interest rates on our borrowings at the dates and for the periods indicated.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

(dollars in thousands)

 

FHLB Advances:

 

 

 

 

 

 

 

 

 

 

 

 

   Balance at end of period

 

$

107,895

 

 

$

66,445

 

 

$

28,000

 

   Average outstanding during the period

 

$

112,722

 

 

$

44,331

 

 

$

19,922

 

   Maximum outstanding at any month-end

 

$

132,895

 

 

$

66,445

 

 

$

28,000

 

   Weighted average interest rate during the period

 

 

1.14

%

 

 

1.37

%

 

 

1.61

%

   Weighted average interest rate at end of period

 

 

1.26

%

 

 

1.39

%

 

 

1.71

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

   Balance at end of period

 

$

2,152

 

 

$

3,945

 

 

$

23,857

 

   Average outstanding during the period

 

$

3,047

 

 

$

8,088

 

 

$

12,279

 

   Maximum outstanding at any month-end

 

$

3,930

 

 

$

24,414

 

 

$

23,857

 

   Weighted average interest rate during the period

 

 

5.30

%

 

 

3.41

%

 

 

4.73

%

   Weighted average interest rate at end of period

 

 

5.32

%

 

 

4.97

%

 

 

2.33

%

 

 

Subordinated Debentures. In September 2005 and June 2006, we formed two wholly owned subsidiary business trusts, County Bancorp Statutory Trust II (“Trust II”) and County Bancorp Statutory Trust III (“Trust III”), respectively, for the purpose of issuing capital securities which qualify as Tier 1 capital. Trust II issued at par $6.0 million of floating rate capital securities. The capital securities of Trust II are nonvoting, mandatorily redeemable in 2035, and are guaranteed by us. Trust III issued at par $6.0 million of floating rate capital securities. The capital securities of Trust III are nonvoting, mandatorily redeemable in 2036, and are also guaranteed by us.

 

39


 

We own all of the outstanding common securities of Trust II and Trust III. The trusts used the proceeds from the iss uance of their capital securities to buy floating rate junior subordinated deferrable interest debentures (“debentures”) issued by the Company. These debentures are the trusts’ only assets, and interest payments from these debentures finance the distributi ons paid on the capital securities. These debentures are unsecured, rank junior, and are subordinate in the right of payment to all of our senior debt.

The capital securities of Trust II and Trust III have been structured to qualify as Tier 1 capital for regulatory purposes. However, the securities cannot be used to constitute more than 25% of the Company’s “core” Tier 1 capital according to regulatory requirements. We used the proceeds of the Trust II issue for general corporate purposes, and we used the proceeds of the Trust III issue to redeem the securities of County Bancorp Statutory Trust I.

As a result of the acquisition we acquired a wholly owned subsidiary business trust, Fox River Valley Capital I Trust (“FRV Trust I”) which was formed in 2003 by Fox River Valley for the purpose of issuing capital securities which qualify as Tier I capital. The trust issued at par $3.5 million of floating rate securities. The securities are non-voting, mandatorily redeemable in 2033 and are guaranteed by us.

The capital securities of FRV Trust I have been structured to qualify as Tier I capital for regulatory purposes. However, the securities cannot be used to constitute more than 25% of the Company’s Tier I capital.  

Comparison of Operating Results for the Years Ended December 31, 2016, 2015, and 2014

Net Income.   Net income decreased $0.3 million, or 2.5%, for the year ended December 31, 2016 from the year ended December 31, 2015.  This represents earnings per share of $1.65 (basic) and $1.61 (diluted).  The decrease is due to expenses incurred relating to the acquisition, totaling $1.6, net of taxes, which were almost entirely offset by increased operating revenues. Net income, excluding merger related expenses, would have been $12.3 million, which represents an increase of $1.3 million, or 11.8% over 2015 net income. Adjusted earnings per share would have been $1.91 (basic) and $1.86 (diluted).

The following table reconciles net income excluding merger related expenses (non-GAAP measure) to net income (GAAP):

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Net income, excluding merger related expenses

 

$

12,313

 

 

$

10,974

 

Merger related expenses, net of taxes

 

 

1,619

 

 

 

 

Net income

 

$

10,694

 

 

$

10,974

 

Net income increased $2.8 million, or 33.7%, to a record level or $11.0 million for the year ended December 31, 2015 from the year ended December 31, 2014.  This represents earnings per share of $1.85 (basic) and $1.82 (diluted).  The increase is primarily due to loan recoveries of $2.7 million that we were able to collect throughout 2015.  

Interest and Dividend Income.   Total interest and dividend income increased $11.8 million, or 35.0%, to $45.6 million for the year ended December 31, 2016 compared to 2015.  The increase is primarily the result of an increase in the average loan balances of $233.6 million. Interest on loans in 2016 included $1.9 million of accretion income relative to fair value adjustments on loans acquired. The average yield on loans increased 2 basis points for the year ended December 31, 2016 compared to the year ended December 31, 2015. Without the accreted income the average yield on loans would have declined by 18 basis points for the year ended December 31, 2016 compared to the year ended December 31, 2015.

Total interest and dividend income increased $2.9 million, or 9.3%, to $33.8 million for the year ended December 31, 2015 compared to 2014.  The increase is primarily the result of an increase in the average loan balance of $89.3 million which was partially offset by an erosion of the average yield on loans of 23 basis points for the year ended December 31, 2015 compared to year ended December 31, 2014.

Interest Expense. Total interest expense for the year ended December 31, 2016 increased by $2.5 million, or 33.2% to $10.0 million from the year ended December 31, 2015, primarily due to the growth resulting from the acquisition. Total average deposits increased by $186.8 million, other borrowings decreased by $5.0 million, FHLB advances increased by $38.4 million and subordinated debentures increased by $2.3 million. Interest expense on interest-bearing accounts increased $2.0 million, or 31.4%, and interest expense on FHLB advances increased by $678 thousand, or 111.8% for the year 2016 compared to 2015. Between the years 2016 and 2015, average rates for interest bearing deposits declined slightly for the year 2016, while the rate on FHLB advances declined by 23 basis points for the year 2016 compared to 2015.  

 

40


 

Total interest expense for the year ended December 31, 2015 remained virtually unchanged from the year ended December 31, 2014, at $7 .5 million.  Interest expense on interest-bearing accounts increased $84 thousand, or 1.4% between 201 5 and 201 4 , and interest expense on FHLB advances increased by $284 thousand, or 88.2%, between the two periods due to increased average balances despite a decrease of 24 basis points in the average rate; however, th ese increase s w ere partially offset by a decrease in interest on other borrowings and subordinated debentures.  

Income.   Net interest and dividend income for the year ended December 31, 2016 increased $9.3 million, or 35.5%, to $35.6 million from the same period in 2015.  Net interest and dividend income for the year ended December 31, 2015 increased $2.9 million, or 12.4%, to $26.2 million from the same period in 2014.

Our average interest-earning assets increased by $280.2 million, or 35.9%, to $1.1 billion for the year ending December 31, 2016 compared to the same period of 2015.  This is compared to averages of $780.4 million and $710.2 million for the years ended December 31, 2015 and 2014, respectively.  Our net interest rate spread increased to 3.16% for the year ended December 31, 2016 from 3.13% for the year ended December 31, 2015 and 3.07% for the year ended December 31, 2014. Our net interest margin decreased to 3.35% for the year ended December 31, 2016 from 3.36% for the year ended December 31, 2015 and increased from 3.29% for the year ended December 31, 2014. The changes in our interest rate spread and net interest margin reflect yields of interest-earning assets decreasing at a faster rate than yields of interest-bearing liabilities.

Provision for Loan Losses.   Based on our analysis of the components of the allowance for loan losses described in “Allowance for Loan Losses” below, we recorded a provision for loan losses of $3.0 million for the year ended December 31, 2016, as the result of continued growth in the loan portfolio compared to a credit provision for loan losses of $1.0 million for the year ended December 31, 2015. For the year ended December 31, 2016 we charged-off $1.7 million in loans, a reduction of $237 thousand compared to the year ended December 31, 2015 and recoveries for the same periods were $1.0 million and $2.7 million, respectively. Of the $1.0 million in loan recoveries for the year ended December 31, 2016, $0.9 million was from a single customer, while for the year ended December 31, 2015, $1.6 million was from a single customer. The total allowance for loan losses was $12.6 million, or 1.23% of total loans, at December 31, 2016. The total allowance for loan losses was $10.4 million, or 1.39% of total loans, as of December 31, 2015. As a percentage of total loans the allowance for loan losses decreased from December 31, 2015 by 0.26% primarily as a result of accounting for loans acquired through the acquisition. Total non-performing loans, excluding performing troubled debt restructurings, were $20.1 million at December 31, 2016.  This was a $4.5 million decrease from December 31, 2015. The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses inherent in the loan portfolio at December 31, 2016.

We recorded a $1.0 million of a credit provision for loan losses for the year ended December 31, 2015 and $0.6 million of provision for loan losses for the year ended December 31, 2014. For the year ended December 31, 2015 we charged-off $1.9 million in loans, an increase of $1.3 million from the year ended December 31, 2014, and recoveries for the same periods were $2.7 million and $166 thousand, respectively. The allowance for loan losses was $10.4 million, or 1.39% of total loans, at December 31, 2015.  This compares to an allowance for loan losses of $10.6 million, or 1.64% of total loans, at December 31, 2014.  Total non-performing loans, excluding performing troubled debt restructurings, were $24.6 million at December 31, 2015 and $11.6 million at December 31, 2014.

Non-Interest Income.   Non-interest income increased $1.0 million, or 13.4%, to $8.7 million for the year ended December 31, 2016 compared to the year ended December 31, 2015, which reported non-interest income of $7.7 million.  For the year ended December 31, 2014, non-interest income was $7.1 million.  The primary factor contributing to the annual fluctuation in non-interest income is the Bank’s volume and activity in loan servicing fees and loan servicing rights income. For the three year period ended December 31, 2016 loan servicing fees increased $1.6 million, from $4.9 million in 2014 to $5.3 million in 2015 to $6.6 million in 2016. The continued low interest rate environment over the last three years played a significant role in the increase of these revenues.

Non-Interest Expense. Non-interest expense increased $6.7 million, or 38.3%, to $24.1 million for the year ended December 31, 2016 from $17.5 million for the year ended December 31, 2015.  The largest component of the increase was $2.6 million of expenses directly related to the acquisition and an additional $2.1 million of the increase reflected higher operating expenses associated with the growth in the organization resulting from the acquisition. As a result of the acquisition, the Company operates two additional full-service banking facilities, which resulted in an increase in full-time equivalent employees to 135 for the year ended December 31, 2016 from 102 for the year ended December 31, 2015, an increase of 32.4% This contributed to employee compensation and benefits increasing $2.3 million, or 21.7% between 2015 and 2016. Other significant increases included information processing expenses of $1.7 million and professional fees of $0.5 million.

For the year ended December 31, 2015, non-interest expense remained relatively consistent from the year ended December 31, 2014 with an increase of $0.4 million, or 2.3%, year over year.  

 

41


 

Income Taxes. Income tax expense for the year ended December 31, 201 6 was $6.5 million, similar to t he year ended December 31, 201 5 .  For the year ended December 31, 201 5 , income tax expense was $ 6 . 5 million, an increase of $ 1 . 9 million f rom December 31, 201 4 .  The effective tax rates as a percent of pre-tax income were approximately 3 8 %, 3 7 %, and 3 6 %, for the years ended December 31, 201 6 , 201 5 , and 201 4 , respectively.

Analysis of Net Interest Income

Net interest income represents the difference between income we earn on our interest-earning assets and the expense we pay on interest-bearing liabilities. Net interest income depends on the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned on such assets and paid on such liabilities.

Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, income and expenses, and certain other information for the periods indicated. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

 

Average

Balance (1)

 

 

Income/

Expense

 

 

Yields/

Rates

 

 

Average

Balance (1)

 

 

Income/

Expense

 

 

Yields/

Rates

 

 

Average

Balance (1)

 

 

Income/

Expense

 

 

Yields/

Rates

 

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

$

108,549

 

 

$

1,801

 

 

 

1.66

%

 

$

82,812

 

 

$

1,401

 

 

 

1.69

%

 

$

77,060

 

 

$

1,371

 

 

 

1.78

%

Loans (2)

 

 

913,887

 

 

 

43,552

 

 

 

4.77

%

 

 

680,279

 

 

 

32,301

 

 

 

4.75

%

 

 

590,974

 

 

 

29,416

 

 

 

4.98

%

Interest bearing deposits due from other banks

 

 

38,153

 

 

 

228

 

 

 

0.60

%

 

 

17,333

 

 

 

65

 

 

 

0.38

%

 

 

42,208

 

 

 

110

 

 

 

0.26

%

Total interest-earning assets

 

$

1,060,589

 

 

$

45,581

 

 

 

4.30

%

 

$

780,424

 

 

$

33,767

 

 

 

4.33

%

 

$

710,242

 

 

$

30,897

 

 

 

4.35

%

Allowance for loan losses

 

 

(11,687

)

 

 

 

 

 

 

 

 

 

 

(10,309

)

 

 

 

 

 

 

 

 

 

 

(10,566

)

 

 

 

 

 

 

 

 

Other assets

 

 

42,649

 

 

 

 

 

 

 

 

 

 

 

41,416

 

 

 

 

 

 

 

 

 

 

 

46,717

 

 

 

 

 

 

 

 

 

     Total assets

 

$

1,091,551

 

 

 

 

 

 

 

 

 

 

$

811,531

 

 

 

 

 

 

 

 

 

 

$

746,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW, money market, interest checking

 

$

214,749

 

 

$

1,066

 

 

 

0.50

%

 

$

158,610

 

 

$

746

 

 

 

0.47

%

 

$

134,378

 

 

$

639

 

 

 

0.48

%

Time deposits

 

 

532,338

 

 

 

7,129

 

 

 

1.34

%

 

 

401,643

 

 

 

5,492

 

 

 

1.37

%

 

 

409,175

 

 

 

5,515

 

 

 

1.35

%

Total interest-bearing deposits

 

$

747,087

 

 

$

8,195

 

 

 

1.10

%

 

$

560,253

 

 

$

6,238

 

 

 

1.11

%

 

$

543,553

 

 

$

6,154

 

 

 

1.13

%

Other borrowings

 

 

3,047

 

 

 

161

 

 

 

5.30

%

 

 

8,088

 

 

 

276

 

 

 

3.41

%

 

 

12,279

 

 

 

581

 

 

 

4.73

%

FHLB advances

 

 

112,722

 

 

 

1,284

 

 

 

1.14

%

 

 

44,331

 

 

 

606

 

 

 

1.37

%

 

 

19,992

 

 

 

322

 

 

 

1.61

%

Junior subordinated debentures

 

 

14,628

 

 

 

374

 

 

 

2.56

%

 

 

12,372

 

 

 

400

 

 

 

3.23

%

 

 

12,372

 

 

 

480

 

 

 

3.88

%

     Total interest-bearing liabilities

 

$

877,484

 

 

$

10,014

 

 

 

1.14

%

 

$

625,044

 

 

$

7,520

 

 

 

1.20

%

 

$

588,196

 

 

$

7,537

 

 

 

1.28

%

Non-interest bearing deposits

 

 

84,621

 

 

 

 

 

 

 

 

 

 

 

62,430

 

 

 

 

 

 

 

 

 

 

 

59,956

 

 

 

 

 

 

 

 

 

Other assets

 

 

8,276

 

 

 

 

 

 

 

 

 

 

 

7,947

 

 

 

 

 

 

 

 

 

 

 

7,185

 

 

 

 

 

 

 

 

 

     Total liabilities

 

 

970,381

 

 

 

 

 

 

 

 

 

 

 

695,421

 

 

 

 

 

 

 

 

 

 

 

655,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBLF preferred stock (3)

 

 

2,184

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

118,986

 

 

 

 

 

 

 

 

 

 

 

101,110

 

 

 

 

 

 

 

 

 

 

 

76,056

 

 

 

 

 

 

 

 

 

         Total liabilities and equity

 

$

1,091,551

 

 

 

 

 

 

 

 

 

 

$

811,531

 

 

 

 

 

 

 

 

 

 

$

746,393

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

 

35,567

 

 

 

 

 

 

 

 

 

 

 

26,247

 

 

 

 

 

 

 

 

 

 

 

23,360

 

 

 

 

 

Interest rate spread (4)

 

 

 

 

 

 

 

 

 

 

3.16

%

 

 

 

 

 

 

 

 

 

 

3.13

%

 

 

 

 

 

 

 

 

 

 

3.07

%

Net interest margin (5)

 

 

 

 

 

 

 

 

 

 

3.35

%

 

 

 

 

 

 

 

 

 

 

3.36

%

 

 

 

 

 

 

 

 

 

 

3.29

%

Ratio of interest-earning assets to interest -bearing

   liabilities

 

 

1.21

 

 

 

 

 

 

 

 

 

 

 

1.25

 

 

 

 

 

 

 

 

 

 

 

1.21

 

 

 

 

 

 

 

 

 

(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.

 

42


 

(4)

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

(5)

Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

 

 

Year Ended December 31, 2016 v. 2015

 

 

Year Ended December 31, 2015 v. 2014

 

 

 

Increase (Decrease)

Due to Change in Average

 

 

Increase (Decrease)

Due to Change in Average

 

 

 

Volume

 

 

Rate

 

 

Net

 

 

Volume

 

 

Rate

 

 

Net

 

 

 

(dollars in thousands)

 

Interest Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

$

426

 

 

$

(26

)

 

$

400

 

 

$

88

 

 

$

(58

)

 

$

30

 

Loans

 

 

11,132

 

 

 

119

 

 

 

11,251

 

 

 

4,151

 

 

 

(1,266

)

 

 

2,885

 

Federal funds sold and interest-bearing deposits with

   banks

 

 

110

 

 

 

53

 

 

 

163

 

 

 

(182

)

 

 

137

 

 

 

(45

)

Total interest income

 

 

11,668

 

 

 

146

 

 

 

11,814

 

 

 

4,057

 

 

 

(1,187

)

 

 

2,870

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW, money market and interest checking

 

$

276

 

 

$

44

 

 

$

320

 

 

$

114

 

 

$

(7

)

 

$

107

 

Time deposits

 

 

1,748

 

 

 

(111

)

 

 

1,637

 

 

 

(108

)

 

 

85

 

 

 

(23

)

Other borrowings

 

 

(1,006

)

 

 

891

 

 

 

(115

)

 

 

(168

)

 

 

(137

)

 

 

(305

)

FHLB advances

 

 

760

 

 

 

(82

)

 

 

678

 

 

 

325

 

 

 

(41

)

 

 

284

 

Junior subordinated debentures

 

 

176

 

 

 

(202

)

 

 

(26

)

 

 

 

 

 

(80

)

 

 

(80

)

Total interest expense

 

$

1,954

 

 

$

540

 

 

$

2,494

 

 

$

163

 

 

$

(180

)

 

$

(17

)

Net interest income

 

$

9,714

 

 

$

(394

)

 

$

9,320

 

 

$

3,894

 

 

$

(1,007

)

 

$

2,887

 

 

 

Risk Management

Overview. Managing risk is an essential part of successfully managing a financial institution. Among our most prominent risk exposures are market risk, credit risk, interest rate risk and liquidity risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or security when it is due. Interest rate risk is the potential reduction of net interest income or the reduction in the value of assets and liabilities as a result of changes in interest rates. Market risk refers to potential losses arising from changes in interest rates, commodity prices, real estate prices and/or other relevant market rates or prices. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers when due. Other risks that we face are operational risk, cyber risk, and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology, and disaster recovery. Cyber risk is the risk of technological intrusion resulting in loss of customer information, loss of data, denial of service attacks, and cyber-theft. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.

Credit Risk Management. Our strategy for credit risk management focuses on having a layered approach to risk involving risk-taking, risk monitoring, and risk mitigation. In our target markets, we field an experienced lending staff supported by a centralized, robust risk management infrastructure working under well-defined credit policies and rigorous underwriting criteria. We have developed portfolio strategies and controls that are conducive to the development of a diversified loan portfolio including a variety of exposure control limits on different portfolio segments and have established an internal lending limit that is substantially below our legal lending limit. Regular total portfolio and loan level monitoring ensures timely risk recognition, provides early warning of potential problems and allows prompt attention to potential problem loans. This strategy emphasizes generally conservative loan-to-value ratios and full recourse to guarantors with substantial net worth on credit exposures. In addition to our portfolio monitoring practices, we have a comprehensive loan review system using both internal and external resources to review at least 30% of portfolio exposure annually. Formal management quarterly problem loan reviews include assessment of risk ratings and loan collateral valuation in order to identify impaired loans.

The Bank takes a proactive approach to managing problem loans. Delinquent loans greater than 15 days are reviewed by the management team weekly. When a borrower fails to make a required loan payment, management takes a number of steps to have the

 

43


 

borrower cure the delinquency and restore the loan to a current status. Bankers make the initial contact with the borrower when the loan becomes 15 days past due. If payment is not then received by the 30th day of delinquen cy, additional points of contact are generally made, the loan risk rating is reassessed, and a plan of collection is identified and pursued for each individual loan. The loan relationship may be downgraded and transferred to a special assets officer, depen ding on the prospects for the borrower bringing the loan current, the financial strength and commitment of any guarantors, the type and value of the collateral securing the loan and other factors. Collection efforts may lead to a demand of repayments, the initiation of litigation and/or foreclosure on collateral securing the loan. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the assets or real property securing the loan g enerally are sold by the Bank in a commercially reasonable manner. While we develop loan workout arrangements for most problem loans, we also consider the sale of the non-performing loans. Management regularly informs the board of directors of the amount a nd status of delinquent loans, all loans rated special mention or worse, all nonaccrual loans, all troubled debt restructures, and all OREO. When a credit is downgraded to “special mention” and/or “substandard , ” it is generally transferred to a special ass ets officer.

Non-Performing Assets. We consider foreclosed assets and loans that are maintained on a nonaccrual basis to be non-performing assets. Loans are generally placed on nonaccrual status when collectability is judged to be uncertain or payments have become 90 days or more past due. On loans where the full collection of principal or interest payments is not probable, the accrual of interest income ceases and any already accrued interest is reversed. Interest income is not accrued on such loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt. Payments received on a nonaccrual loan are first applied to the outstanding principal balance when collectability of principal is in doubt.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until it is sold. Assets acquired through or in lieu of loan foreclosure are initially recorded at fair value less costs to sell. Upon acquiring a property, the Bank engages an independent third party realtor to assist in marketing and selling the property. Management reviews all OREO on a quarterly basis and makes adjustments to listing prices and marketing strategies as deemed appropriate. On an annual basis all OREO properties are re-appraised by independent third party appraisers. Any holding costs and declines in fair value after acquisition of the property result in charges against income.

Troubled debt restructurings occur when we grant borrowers concessions that we would not otherwise grant but for economic or legal reasons pertaining to the borrower’s financial difficulties. Generally, this occurs when the cash flows of the borrower are insufficient to service the loan under its original terms. We may modify the terms of a loan as a troubled debt restructuring by reducing the loan’s stated interest rate, extending the loan’s maturity or otherwise restructuring the loan terms to enable payment. We may consider permanently reducing the recorded investment in the loan or structuring a non-accruing secondary note in a troubled debt restructuring as well but we generally do not make such concessions. Modifications involving a reduction of the stated interest rate of loans are typically for periods ranging from six months to one year. These modifications are made only when there is a reasonable and attainable workout plan that has been agreed to by the borrower and that is in our best interests. Loans classified as troubled debt restructurings are rated “substandard” by the Bank. Once the borrower has demonstrated sustained performance with the modified terms, the loan may be removed from non-performing status. Any loans categorized as troubled debt restructurings will continue to retain that designation through the life of the loan.

In the last half of 2016, the Wisconsin dairy economy started recovering from a 21 month slump in milk prices.  Starting with the all-time Class III record high $24.60 cwt in September 2014, Class III milk prices decreased to a low of $12.76 cwt in May 2016.  In June 2016, the Class III prices started to stabilize and in February 2017 is $16.88 cwt.  The February 2017 price is similar to the average historical Class III price. The amount a farmer actually receives is increased by the amount of fat, protein and other valuable components of the milk sold.  Volatility in milk prices is a normal aspect of the dairy business.  As milk prices ebb and flow, certain farmers may be adversely impacted by sustained periods of lower prices.  Since its formation twenty years ago, the Bank has worked with distressed customers to help them pull through the downturn.  However, until the customers return to profitability, there will likely be an increase in Troubled Debt Restructuring and non-performing loans.  We believe that due to the growing market for dairy products, the collateral value of farm real estate will remain solid.  According to a 2016 report, the United States Department of Agriculture reported the value of Wisconsin farm real estate increased by 1.1% during 2015.

 

 

44


 

The following table provides information with respect to our non-performing assets, including troubled debt restructurings, and loans 90 days or more past due and still accruing at the dates indicated.

 

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

 

(dollars in thousands)

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Agricultural loans

 

$

12,323

 

 

$

17,705

 

 

$

1,293

 

 

$

1,076

 

 

$

1,374

 

      Commercial loans

 

 

3,376

 

 

 

3,712

 

 

 

3,409

 

 

 

1,826

 

 

 

3,213

 

      Commercial real estate loans

 

 

4,340

 

 

 

3,162

 

 

 

5,163

 

 

 

326

 

 

 

5,404

 

      Residential real estate loans

 

 

68

 

 

 

 

 

 

1,690

 

 

 

2,828

 

 

 

1,221

 

Total nonaccrual loans

 

$

20,107

 

 

$

24,579

 

 

$

11,555

 

 

$

6,056

 

 

$

11,212

 

Other real estate owned

 

 

2,763

 

 

 

2,872

 

 

 

7,137

 

 

 

16,083

 

 

 

10,517

 

Total non-performing assets (1)

 

$

22,870

 

 

$

27,451

 

 

$

18,692

 

 

$

22,139

 

 

$

21,729

 

Loans 90+ days past due and still accruing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing troubled debt restructured loans

 

 

4,300

 

 

 

610

 

 

 

846

 

 

 

4,020

 

 

 

5,147

 

Total non-performing assets and performing troubled debt restructurings

 

$

27,170

 

 

$

28,061

 

 

$

19,538

 

 

$

26,159

 

 

$

26,876

 

Non-performing loans to total loans

 

 

1.95

%

 

 

3.29

%

 

 

1.78

%

 

 

1.06

%

 

 

1.83

%

Non-performing loans and loans past due 90 days and still accruing to total loans

 

 

1.95

%

 

 

3.29

%

 

 

1.78

%

 

 

1.06

%

 

 

1.83

%

Non-performing assets to total assets (1)(2)

 

 

1.84

%

 

 

3.10

%

 

 

2.42

%

 

 

2.92

%

 

 

2.88

%

Total non-performing assets and performing troubled debt restructurings to total assets

 

 

2.19

%

 

 

3.17

%

 

 

2.53

%

 

 

3.45

%

 

 

3.56

%

 

 

(1)

Non-performing assets are defined as nonaccrual loans plus OREO.

(2)

Loans are presented before allowance for loan losses and do not include deferred loan origination costs (fees).

Interest income that would have been recorded for the years ended December 31, 2016, 2015, and 2014, had nonaccrual loans been current according to their original terms, amounted to $1.5 million, $1.7 million, and $778 thousand, respectively. No income related to nonaccrual loans was included in interest income for the years ended December 31, 2016, 2015, and 2014.

Total nonaccrual loans decreased from December 31, 2015 to December 31, 2016 by $4.5 million to $20.1 million due primarily to collection activities, loan payoffs, and the completion of foreclosures and transfer of properties into OREO.  Total nonaccrual loans increased from December 31, 2014 to December 31, 2015, primarily due to one agricultural relationship of approximately $11.6 million that was downgraded to “substandard” and placed on nonaccrual.

The Bank is actively managing its OREO portfolio.  As of December 31, 2016, OREO totaled $3.2 million compared to $2.9 million at December 31, 2015, and $7.1 million at December 31, 2014. The increase in OREO at December 31, 2016, is the result of transferring $0.4 million of vacant land adjacent to our Stevens Point branch from premises and equipment to OREO.  While not considered a non-performing asset, the land was transferred to OREO in order to actively market the land for sale.  We expect the balance of the OREO in our portfolio and the related expenses to decline as we continue to sell more properties than we are obtaining through foreclosure.

Special Mention and Classified Loans. Federal regulations require us to review and classify loans on a regular basis. There are four classifications for problem loans: special mention, substandard, doubtful and loss. We categorize loans into these risk categories based on relevant information about the ability of borrowers and, if appropriate, guarantors to service their debts, and the quality and projected realizable value of collateral. We analyze loans through quarterly asset quality reviews based on observable risk criteria such as overdrafts, late payments, financial performance and collateral valuations.

We have two categories of “Substandard loans.”  “Substandard – Performing” credits generally have a well-defined weakness; however, collateral coverage is adequate, the loans are not considered impaired, payments are being made, and the loans are on accrual status.  “Substandard – Impaired” credits are inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged. As such they have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful loans” have all the weaknesses inherent in substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. A loan classified as “loss” is considered uncollectible and of such little value that continuance as a loan of the institution is not warranted. When management classifies a loan as

 

45


 

substandard or doubtful, a specific a llowance for probable and reasonably estimable loan losses is established. If management classifies a loan as loss, an amount equal to 100% of the portion of the loan classified as loss is charged to the allowance for loan losses.

The following table shows the aggregate amounts of our substandard and special mention loans.

  

 

As of  December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(dollars in thousands)

 

Substandard and special mention loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Substandard impaired

 

$

21,440

 

 

$

30,402

 

 

$

24,844

 

 

$

23,980

 

     Substandard performing

 

 

28,876

 

 

 

 

 

 

 

 

 

 

     Special mention

 

 

15,168

 

 

 

13,911

 

 

 

12,843

 

 

 

28,103

 

Total substandard and special mention loans

 

$

65,484

 

 

$

44,313

 

 

$

37,687

 

 

$

52,083

 

 

Other than as disclosed in the above tables, there are no other loans where management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.

 

46


 

Delinquencies. The following table provides information about delinquencies in our loan portfolio at the dates indicated.

 

 

As of December 31, 2016 Loans Delinquent For:

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 Days or more

 

 

Total Delinquent Loans

 

 

 

Amount

 

 

% of

Delinquent Loans

30-89 Days

 

 

Amount

 

 

% of

Delinquent Loans

90 Days or more

 

 

Amount

 

 

% of

Delinquent Loans

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

12

 

 

 

1.8

%

 

$

9,680

 

 

 

64.1

%

 

$

9,692

 

 

 

61.5

%

Commercial real estate loans

 

 

287

 

 

 

42.8

%

 

 

2,710

 

 

 

18.0

%

 

 

2,997

 

 

 

19.0

%

Commercial loans

 

 

371

 

 

 

55.4

%

 

 

2,695

 

 

 

17.9

%

 

 

3,066

 

 

 

19.5

%

Residential real estate

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Installment and consumer other

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Total

 

$

670

 

 

 

100.0

%

 

$

15,085

 

 

 

100.0

%

 

$

15,755

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015 Loans Delinquent For:

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 Days or more

 

 

Total Delinquent Loans

 

 

 

Amount

 

 

% of

Delinquent Loans

30-89 Days

 

 

Amount

 

 

% of

Delinquent Loans

90 Days or more

 

 

Amount

 

 

% of

Delinquent Loans

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

983

 

 

 

80.5

%

 

$

2,405

 

 

 

29.0

%

 

$

3,388

 

 

 

35.5

%

Commercial real estate loans

 

 

234

 

 

 

19.1

%

 

 

2,418

 

 

 

29.1

%

 

 

2,652

 

 

 

27.9

%

Commercial loans

 

 

 

 

 

0.0

%

 

 

3,476

 

 

 

41.9

%

 

 

3,476

 

 

 

36.5

%

Residential real estate

 

 

5

 

 

 

0.4

%

 

 

 

 

 

0.0

%

 

 

5

 

 

 

0.1

%

Installment and consumer other

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Total

 

$

1,222

 

 

 

100.0

%

 

$

8,299

 

 

 

100.0

%

 

$

9,521

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014 Loans Delinquent For:

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 Days or more

 

 

Total Delinquent Loans

 

 

 

Amount

 

 

% of

Delinquent Loans

30-89 Days

 

 

Amount

 

 

% of

Delinquent Loans

90 Days or more

 

 

Amount

 

 

% of

Delinquent Loans

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

364

 

 

 

88.3

%

 

$

238

 

 

 

3.5

%

 

$

602

 

 

 

8.4

%

Commercial real estate loans

 

 

 

 

 

0.0

%

 

 

2,592

 

 

 

38.5

%

 

 

2,592

 

 

 

36.3

%

Commercial loans

 

 

42

 

 

 

10.2

%

 

 

3,366

 

 

 

50.0

%

 

 

3,408

 

 

 

47.7

%

Residential real estate

 

 

6

 

 

 

1.5

%

 

 

534

 

 

 

8.0

%

 

 

540

 

 

 

7.6

%

Installment and consumer other

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Total

 

$

412

 

 

 

100.0

%

 

$

6,730

 

 

 

100.0

%

 

$

7,142

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013 Loans Delinquent For:

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 Days or more

 

 

Total Delinquent Loans

 

 

 

Amount

 

 

% of

Delinquent Loans

30-89 Days

 

 

Amount

 

 

% of

Delinquent Loans

90 Days or more

 

 

Amount

 

 

% of

Delinquent Loans

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

68

 

 

 

21.9

%

 

$

400

 

 

 

8.5

%

 

$

468

 

 

 

9.5

%

Commercial real estate loans

 

 

 

 

 

0.0

%

 

 

326

 

 

 

7.1

%

 

 

326

 

 

 

6.6

%

Commercial loans

 

 

 

 

 

0.0

%

 

 

1,826

 

 

 

39.4

%

 

 

1,826

 

 

 

36.9

%

Residential real estate

 

 

244

 

 

 

78.1

%

 

 

2,083

 

 

 

45.0

%

 

 

2,327

 

 

 

47.0

%

Installment and consumer other

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

 

 

 

 

 

0.0

%

Total

 

$

312

 

 

 

100.0

%

 

$

4,635

 

 

 

100.0

%

 

$

4,947

 

 

 

100.0

%

 

47


 

 

 

 

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance for probable incurred credit losses inherent in the loan portfolio. This estimate includes losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio. Loan losses are charged against the allowance when, in our judgment, the uncollectability of all or a portion of the loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Reductions to the allowance occur as loans are charged off. We estimate the required amount of the allowance using a number of factors, including past loan loss experience, the nature of the portfolio, economic conditions, information about specific borrower situations, and estimated collateral values. We evaluate the adequacy of the allowance for loan losses on a quarterly basis, although we may increase the frequency of our reviews as necessary. When additional allowance for loan loss is necessary, a provision for loan losses is charged to earnings.

Our methodology for assessing the sufficiency of the allowance for loan losses consists three components: (a) a general component related to performing or “pass rated” credits (the significant majority of the loan portfolio), (b) a nonimpairment component, and (c) a specific component relating to loans that are individually classified as impaired. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio.

As disclosed in the notes to the financial statements, our allowance for loan losses is comprised primarily of general reserves of $11.3 million with a limited amount of specific reserves totaling $1.3 million at December 31, 2016. This compares to $8.1 million of general reserves and $2.3 million of specific reserves at December 31, 2015.

General Component. The general component of the allowance for loan losses relates to loans that are not determined to be impaired. Management determines the appropriate loss factor for each segment of loans with similar risk characteristics within the portfolio based on that segment’s loss experience and several other quantitative, qualitative and economic factors relevant to each segment. While loan segments generally represent groups of loans with similar risk characteristics, we may include loans categorized by loan grade, or any other characteristic that causes a loan’s risk profile to be similar to a group of loans. We consider estimated credit losses associated with each segment of our portfolio to differ from purely historical loss experience due to qualitative factors including changes in lending policies and procedures; changes in the nature and volume of the loan portfolio; quantitative factors including changes in the volume and severity of past due, nonaccrual, and adversely graded loans; changes in concentrations of credit; changes in the value of underlying collateral for collateral dependent loans; and economic factors including changes in economic or business conditions; and the effect of competition, legal and regulatory requirements on estimated credit losses.  The historical charge-off data is updated on a rolling quarterly basis, with the oldest quarter’s charge-off data being replaced with the most recent quarter’s charge-off data.  We typically give more weight to the more recent charge-off data for each specific type of loan, as we believe that is more indicative of current trends.  Our quantitative, qualitative, and economic factors are reviewed on a quarterly basis for each loan segment and our historical loss experience is reviewed quarterly to ensure that our analysis is reflective of current conditions in our loan portfolio and economy.

Non-Impaired Component. Loans that have been downgraded to special mention or substandard-performing, but are not currently impaired, are considered to have a higher inherent of risk of loss than pass rated loans. Management judgment is needed to estimate the additional risk of loss for these types of loans. Risk allocations on non-impaired special mention and substandard-performing loans reflect management’s assessment of the increased risk of loss associated with adversely graded loans. The allocated reserve for these loans is based upon management’s assessment of loss history and risk migration analysis. Additionally, in determining the allocation, management considers the credit attributes of individual loans, including loan to value ratios, past due status, strength and willingness of the guarantors, and other relevant attributes generally found in these groups of loans.

Specific Component. The specific component of the allowance for loan losses relates to loans that are individually evaluated and determined to be impaired. The allowance for each impaired loan is determined by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the market price reasonably obtainable for the loans or, if the loan is collateral dependent, by the fair value of the collateral less estimated costs to sell.  Collateral valuations are supported by current appraisals, which are discounted by us based upon a liquidation scenario.  Impairment for other types of loans is measured using the fair value of the collateral less estimated costs to sell. We identify a loan as impaired when, based upon current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. We consider a number of factors in determining impairment, including payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower.

 

48


 

Discussion of Allow ance for Loan Losses. At December 31, 201 6 , our all owance for loan losses was $12.6 million, or 1. 2% of loans and 6 2. 9 % of nonaccrual loans.   At December 31, 2015 and December 31, 2014 , our allowance for loan losses was $10.4 million and $10.6 million , or 1.4% and 1.6% of loans and 42.3% and 91.8% of nonaccrual loans, respectively.  Nonaccrual loans at December 31, 201 6 we re $20.1 million, or 2.0% of loans, compared to $24.6 million, or 3.3 % of lo ans at December 31, 2015, and $11.6 million, or 1. 8 % of loans , at December 31, 201 4 .

Between December 31, 2015 and December 31, 2016, the Bank’s OREO portfolio increased from $2.9 million to $3.2 million, an increase of $0.3 million, or 10.1%. The increase is primarily due to the transfer of $0.4 million of vacant land adjacent to our Stevens Point branch from premises and equipment.  While not considered a non-performing asset, the land was transferred to OREO in order to actively market the land for sale.  

Many of the factors that are evaluated in our analysis of the allowance for loan loss, including milk price and unemployment rates, have stabilized and begun showing signs of improvement, including economic and business conditions and our most recent historical loss experience. Notwithstanding the improvement in the quantitative, qualitative and economic factors, we anticipate we will resume making provisions to the allowance for loan losses to support growth in the loan portfolio in the near future, as circumstances warrant.

The allowance for loan losses is maintained at a level that represents management’s best estimate of probable incurred losses in the loan portfolio at the balance sheet date. However, there can be no assurance that the allowance for loan losses will be adequate to cover losses which may be realized in the future or that additional provisions for loan losses will not be required.

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.

 

 

As of December 31, 2016

 

 

As of December 31, 2015

 

 

As of December 31, 2014

 

 

 

Amount

 

 

% of ALL

 

 

% of

Loans in

Category

 

 

Amount

 

 

% of ALL

 

 

% of

Loans in

Category

 

 

Amount

 

 

% of ALL

 

 

% of

Loans in

Category

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

8,173

 

 

 

64.63

%

 

 

1.31

%

 

$

6,355

 

 

 

61.10

%

 

 

1.27

%

 

$

3,456

 

 

 

32.59

%

 

 

0.83

%

Commercial real estate loans

 

 

2,762

 

 

 

21.84

%

 

 

1.02

%

 

 

2,237

 

 

 

21.50

%

 

 

1.38

%

 

 

3,326

 

 

 

31.37

%

 

 

2.42

%

Commercial loans

 

 

1,239

 

 

 

9.80

%

 

 

1.38

%

 

 

1,268

 

 

 

12.20

%

 

 

2.44

%

 

 

2,420

 

 

 

22.82

%

 

 

4.50

%

Residential real estate

 

 

470

 

 

 

3.72

%

 

 

1.04

%

 

 

533

 

 

 

5.10

%

 

 

1.54

%

 

 

1,392

 

 

 

13.13

%

 

 

3.40

%

Installment and consumer other

 

 

1

 

 

 

0.01

%

 

 

0.63

%

 

 

12

 

 

 

0.10

%

 

 

2.31

%

 

 

9

 

 

 

0.09

%

 

 

1.11

%

Total

 

$

12,645

 

 

 

100.0

%

 

 

1.23

%

 

$

10,405

 

 

 

100.0

%

 

 

1.39

%

 

$

10,603

 

 

 

100.0

%

 

 

1.64

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013

 

 

As of December 31, 2012

 

 

 

 

 

 

Amount

 

 

% of ALL

 

 

% of

Loans in

Category

 

 

Amount

 

 

% of ALL

 

 

% of

Loans in

Category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

3,144

 

 

 

29.95

%

 

 

0.84

%

 

$

3,333

 

 

 

26.62

%

 

 

0.87

%

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate loans

 

 

3,254

 

 

 

31.01

%

 

 

3.17

%

 

 

4,838

 

 

 

38.64

%

 

 

3.92

%

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

 

2,172

 

 

 

20.70

%

 

 

4.26

%

 

 

2,283

 

 

 

18.23

%

 

 

3.94

%

 

 

 

 

 

 

 

 

 

 

 

 

Residential real estate

 

 

1,819

 

 

 

17.33

%

 

 

4.56

%

 

 

1,755

 

 

 

14.02

%

 

 

3.58

%

 

 

 

 

 

 

 

 

 

 

 

 

Installment and consumer other

 

 

3

 

 

 

0.03

%

 

 

0.87

%

 

 

13

 

 

 

0.10

%

 

 

1.16

%

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

103

 

 

 

0.98

%

 

 

0.00

%

 

 

299

 

 

 

2.39

%

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

10,495

 

 

 

100.0

%

 

 

1.84

%

 

$

12,521

 

 

 

100.0

%

 

 

2.04

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49


 

Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

Balance, beginning of period

 

$

10,405

 

 

$

10,603

 

 

$

10,495

 

 

$

12,521

 

 

$

9,090

 

Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

 

 

589

 

 

 

4,200

 

 

 

4,200

 

Loans charged off:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture loans

 

 

1,142

 

 

 

1,145

 

 

 

115

 

 

 

 

 

 

 

Commercial real estate loans

 

 

242

 

 

 

162

 

 

 

141

 

 

 

3,361

 

 

 

1,144

 

Commercial loans

 

 

277

 

 

 

415

 

 

 

339

 

 

 

132

 

 

 

94

 

Residential real estate loans

 

 

5

 

 

 

178

 

 

 

52

 

 

 

2,945

 

 

 

282

 

Installment and consumer other

 

 

4

 

 

 

7

 

 

 

 

 

 

 

 

 

 

Total loans charged off

 

$

1,670

 

 

$

1,907

 

 

$

647

 

 

$

6,438

 

 

$

1,520

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture loans

 

 

2

 

 

 

61

 

 

 

21

 

 

 

16

 

 

 

72

 

Commercial real estate loans

 

 

884

 

 

 

743

 

 

 

126

 

 

 

185

 

 

 

352

 

Commercial loans

 

 

65

 

 

 

1,197

 

 

 

18

 

 

 

3

 

 

 

296

 

Residential real estate loans

 

 

 

 

 

727

 

 

 

1

 

 

 

8

 

 

 

32

 

Installment and consumer other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

Total recoveries

 

$

951

 

 

$

2,728

 

 

$

166

 

 

$

212

 

 

$

751

 

Net loans charged off (recovered)

 

$

719

 

 

$

(821

)

 

$

481

 

 

$

6,226

 

 

$

769

 

Allowance for loan losses, end of period

 

$

12,645

 

 

$

10,405

 

 

$

10,603

 

 

$

10,495

 

 

$

12,521

 

Net charge-offs (recoveries) to average loans

 

 

0.08

%

 

 

(0.12

)%

 

 

0.08

%

 

 

1.05

%

 

 

0.13

%

Allowance for loan losses to total loans

 

 

1.23

%

 

 

1.39

%

 

 

1.64

%

 

 

1.84

%

 

 

2.04

%

 

Market Risk Management

General. Market risk refers to potential losses arising from changes in interest rates, commodity prices, such as milk prices, and/or other relevant market rates or prices. We are exposed to market risk as a result of our banking activities. Our market risk is comprised primarily of interest rate risk. As a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit our exposure to changes in market interest rates. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment.

A major source of interest rate risk is a difference in the repricing of assets, on the one hand, and liabilities on the other. First, there are differences in the timing of rate changes reflecting the maturity and/or repricing of assets and liabilities. For example, the rate earned on a commercial real estate loan may be fixed for 10 years, while the rate paid on a certificate of deposit may be fixed only for a few months. Due to these timing differences, net interest income is sensitive to changes in the level and shape of the yield curve. Second, there are differences in the drivers of rate changes of various assets and liabilities known as basis risk. For example, commercial loans may reprice based on one-month LIBOR or prime, while the rate paid on retail money market demand accounts may be only loosely correlated with LIBOR and depend on competitive demand for funds. Due to these basis differences, net interest income is sensitive to changes in spreads between certain indices or repricing rates.

Another important source of interest rate risk relates to the potential exercise of explicit or embedded options for prepayment or withdrawal. For example, most residential real estate loans can be prepaid without penalty, and most consumer deposits can be withdrawn without penalty. The exercise of such options by customers can exacerbate the timing differences discussed above.

Deposit accounts typically react more quickly to changes in market interest rates than loans because of the shorter maturities of deposits. However, given the asset sensitive nature of our balance sheet, a decrease in interest rates may adversely affect our earnings while increases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes adjustable-rate loans for retention in our loan portfolio, promoting core deposit products and time deposits, adjusting the maturities of borrowings and adjusting the investment portfolio mix and duration.

We have an asset/liability committee, which includes members of management, to communicate, coordinate and control all aspects involving asset-liability management. The committee establishes and monitors the volume, maturities, pricing and mix of

 

50


 

assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income and net income and control exposure to interest rate risk within policy limits approved by our board of directors. These limits and guidelines reflect our tolerance for interest rate risk over both short-term and long-term horizons. We analyze our sensitivity to changes in interest rates through our net interest income simulation model. Exposures are reported on a monthly basis to the asset and liability committee and at meetings of our board of directors.

Net Interest Income Simulation Analysis. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings.

Income simulation is the primary tool for measuring the interest rate risk inherent in our balance sheet at a given point in time by showing the effect on net interest income, over specified time horizons, under a range of interest rate shock scenarios. These simulations take into account repricing, maturity and prepayment characteristics of individual products. We estimate what our net interest income would be for a one- and two-year horizon based on current interest rates. We then calculate what the net interest income would be for the same period under different interest rate assumptions.

These estimates require us to make certain assumptions, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain, and, as a result, we cannot precisely predict the impact of changes in interest rates on our net interest income. Although the net interest income table below provides an indication of our interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results

The following table shows the estimated impact on net interest income for the one- and two-year periods beginning December 31, 2016 resulting from potential changes in interest rates. The net interest income simulation analyses assume a static balance sheet and do not include possible future actions that management might undertake to mitigate this risk.

 

Rate Shift

 

Net Interest Income

Year 1 Forecast

 

 

Year 1 Change

from Base

 

 

Net Interest Income

Year 2 Forecast

 

 

Year 2 Change

from Base

 

 

 

(dollars in thousands)

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

+400 bps

 

$

51,088

 

 

 

39.20

%

 

$

113,066

 

 

 

53.45

%

+200 bps

 

 

43,944

 

 

 

19.73

%

 

 

93,432

 

 

 

26.81

%

+100 bps

 

 

40,363

 

 

 

9.98

%

 

 

83,624

 

 

 

13.49

%

Base

 

 

36,701

 

 

 

0.00

%

 

 

73,681

 

 

 

0.00

%

-100 bps

 

 

36,843

 

 

 

0.39

%

 

 

74,418

 

 

 

1.00

%

-200 bps

 

 

37,457

 

 

 

2.06

%

 

 

76,390

 

 

 

3.68

%

 

As of December 31, 2016, net interest income simulation indicated that our exposure to changing interest rates was within our internal policy guidelines. As the table illustrates, our balance sheet is asset-sensitive over a one and two year time horizon and net interest income would increase as interest rates increase. It should be noted that the magnitude of any possible increase in interest rates is constrained by the low absolute starting levels of rates. While immediate, proportional and severe shifts in interest rates upward were used as part of this analysis, we believe that any actual shift in interest rates would likely be more gradual and would therefore have a more modest impact.

Depending on the relationship between long-term and short-term interest rates, market conditions and consumer preference, we may place greater emphasis on maximizing our net interest margin than on strictly matching the interest rate sensitivity of our assets and liabilities. We believe that our level of interest rate risk is acceptable using this approach.

Economic Value of Equity Analysis. We also analyze the sensitivity of our financial condition to changes in interest rates through our economic value of equity model. This analysis measures the difference between predicted changes in the present value of our assets and predicted changes in the present value of our liabilities assuming various changes in current interest rates. As with the net interest income simulation model, the estimates of changes in the economic value of our equity require certain assumptions to be made. These assumptions include loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturities and decay rates. These assumptions are inherently uncertain, and, as a result, we cannot precisely predict the impact of changes in interest rates on the economic value of our equity. Although our economic value of equity analysis provides an indication of our

 

51


 

interest rate risk exposure at a particular point in time, such estimates are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on the economic value of our equity and will differ from actual results.

Our economic value of equity analysis as of December 31, 2016 is set forth below. The impact on our economic value of equity under all scenarios referenced in the table below are within policy guidelines.

Rate Shift (1)

 

Economic Value

of Equity

 

 

% Change In

 

 

 

(dollars in thousands)

 

 

 

 

 

+400 bps

 

$

169,101

 

 

 

16.55

%

+200 bps

 

 

158,158

 

 

 

9.01

%

+100 bps

 

 

152,039

 

 

 

4.79

%

Base

 

 

145,087

 

 

 

0.00

%

-100 bps

 

 

138,623

 

 

 

(4.46

)%

-200 bps

 

 

134,664

 

 

 

(7.18

)%

 

(1)

The calculated changes assume an immediate and proportional shock of the static yield curve.

Liquidity Management and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term and long-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities and borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, calls of investment securities and borrowed funds and prepayments on loans are greatly influenced by general interest rates, economic conditions and competition.  At December 31, 2016, the Bank had fixed rate advances outstanding with FHLB of $107.9 million and no borrowings outstanding at the Federal Reserve Bank of Chicago.   The Bank had unused collateral of $311.4 million with FHLB and a $50 million line-of-credit available with the Federal Reserve Bank of Chicago at December 31, 2016.

Management adjusts our investments in liquid assets based upon an assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, (4) the objectives of our interest-rate risk and investment policies and (5) the risk tolerance of management and our board of directors.

Our cash flows are composed of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $25.6 million, $7.1 million, and $15.5 million, for the years ended December 31, 2016, 2015, and 2014, respectively. Net cash used in investing activities, which consists primarily of purchases of and proceeds from the sale, maturities/calls, and principal repayments of securities available for sale, as well as loan purchases, sales and originations, net of repayments was $124.3 million, $103.7 million, and $81.1 million, for the years ended December 31, 2016, 2015, and 2014, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB and Federal Discount advances, was $126.5 million, $101.1 million, and $4.3 million, for the years ended December 31, 2016, 2015, and 2014, respectively.

At December 31, 2016, the Bank exceeded all of its regulatory capital requirements to be considered well-capitalized with a Tier 1 leverage capital of $136.1 million, or 11.08% of average total assets, which is above the required level of $61.4 million, or 5.0% of average total assets, and total risk-based capital of $149.3 million, or 13.23% of risk-weighted assets, which is above the required level of $112.8 million, or 10.0% of risk-weighted assets. The Bank had Tier 1 risk-based capital of $136.1 million, or 12.07% of risk-weighted assets, which is above the required level to be considered well-capitalized of $90.2 million, or 8.0% of risk-weighted assets, and Tier 1 common equity of $136.1 million, or 12.07% of risk-weighted assets, which is above the required level to be considered well-capitalized of $73.3 million, or 6.5% of risk-weighted assets at December 31, 2016.  For a discussion of certain other sources of liquidity, please see “ Comparison of Financial Condition at December 31, 2016, 2015 and 2014—Borrowings .”

At the holding company level, our primary sources of liquidity are dividends from the Bank, investment income and net proceeds from investment sales, borrowings and capital offerings. The main uses of liquidity are the payment of interest to holders of our junior subordinated debentures and interest and payment of dividends to preferred shareholders and common shareholders. There are certain restrictions on the payment of dividends by the Bank to us, which are described in the section captioned “ Supervision and Regulation—Regulation and Supervision of the Bank—Dividend Payments .” At December 31, 2016, there were $75.0 million of retained earnings available for the payment of dividends by the Bank to us. The Bank paid us $1.2 million in dividends during each year ended December 31, 2016 and 2015.

 

52


 

Off-Balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with GAAP, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of commitments to extend credit. For information about our off-balance sheet arrangements, see Note 14 to our consolidated financial statements located in Item 8 of this Form 10-K.

At December 31, 2016, we had outstanding commitments to originate loans and unadvanced funds on loans of $181.1 million. We anticipate that we will have sufficient funds available to meet our current loan origination commitments. Certificates of deposit that are scheduled to mature in one year or less from December 31, 2016 totaled $244.4 million. If a substantial portion of these deposits are not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense. At December 31, 2016, we had no irrevocable and stand-by-letters of credit from the FHLB.

For the years ended December 31, 2016, 2015, and 2014, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data presented in this Form 10-K have been prepared according to GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs and the effect that general inflation may have on both short-term and long-term interest rates. Virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Although inflation expectations do affect interest rates, interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information required by this item.

 

 

 

53


 

ITEM 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENT OF COUNTY BANCORP, INC.

 

Report of Independent Registered Public Accounting Firm

 

55

 

 

 

Consolidated Financial Statements

 

 

Consolidated Balance Sheets

 

56

Consolidated Statements of Operations

 

57

Consolidated Statements of Comprehensive Income

 

58

Consolidated Statements of Shareholders’ Equity

 

59

Consolidated Statements of Cash Flows

 

60

Notes to Consolidated Financial Statements

 

61

 

 

54


 

 

 

 

 

 

 

RE P ORT OF INDEP EN DENT R EG I STER E D P UBLIC A C C OUNT I NG F IRM

 

 

The Board of Directors a nd Shareholders

County Ba nc orp, Inc.

Manitowoc, W isconsin

 

We have a u dited the accompanying consolidat e d balance sheets of County Bancorp, Inc. and subsidia r ies (the Com p any) as of December 3 1, 2016 and 2015, a n d the related consolidated statements of operatio n s , comprehensive inc o me, shareholders’ e qui ty , and cash flows for the years then ended. T h ese c o n solidated fina n cial s tatements are t h e responsi b ility of t h e Compa n y’s manageme n t. Our res p onsibility is to express an opin i on on these consolidated financial sta t ements based on our audits.

 

We c onduc t ed our audits in accord a nce with the standards of the Public Compa n y Accounting Oversight B oard (United States). Those standa r ds require that we plan and perform the audi t s to obtain reasonable assurance a bout whether the financial sta t ements are free of m aterial misstatement. An audit includ e s examining, on a test b a s is, evidence supporting t he amounts and discl os ures in the financial st a tements. An audit also i nc l udes a ssessing the accounting principl e s used and significant estimates m a de by m a n agement, a s well as evaluating the overall financial statem e nt presentation. We believe that our audits provide a reaso n able basis for our opinion.

 

In our opi ni on, the co n s olidated fi n ancial stat em ents referred to abo v e present f airly, in all material respects, the financi a l p osition of County B a ncorp, I n c. and subsidiaries a s of December 3 1, 2016 and 2015, and the results of their operations and their cash flows for the years then ended in c onformity w i th accounting principl e s gene r ally accepted in the United States of America.

 

/s/ CliftonLarsonAllen LLP

 

Milwaukee, Wisconsin

March 23, 2017


 

55


 

COUNTY BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2016 and 2015

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

42,679

 

 

$

14,907

 

Securities available for sale, at fair value

 

 

123,437

 

 

 

83,281

 

FHLB Stock, at cost

 

 

5,688

 

 

 

3,507

 

Loans held for sale

 

 

1,162

 

 

 

9,201

 

Loans, net of allowance for loan losses of $12,645 as of December 31, 2016 and $10,405 as of December 31, 2015

 

 

1,017,841

 

 

 

737,784

 

Premises and equipment, net

 

 

9,819

 

 

 

7,165

 

Loan servicing rights

 

 

9,264

 

 

 

8,145

 

Other real estate owned, net

 

 

3,161

 

 

 

2,872

 

Cash surrender value of bank owned life insurance

 

 

11,448

 

 

 

11,155

 

Deferred tax asset, net

 

 

5,486

 

 

 

2,048

 

Goodwill

 

 

5,038

 

 

 

-

 

Core deposit intangible, net of amortization of $360 as of December 31, 2016;

   $0 as of December 31, 2015

 

 

1,441

 

 

 

-

 

Accrued interest receivable and other assets

 

 

6,206

 

 

 

4,824

 

Total assets

 

$

1,242,670

 

 

$

884,889

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

118,657

 

 

$

70,914

 

Interest-bearing

 

 

858,861

 

 

 

601,312

 

Total deposits

 

 

977,518

 

 

 

672,226

 

Other borrowings

 

 

2,152

 

 

 

3,945

 

Advances from FHLB

 

 

107,895

 

 

 

66,445

 

Subordinated debentures

 

 

15,451

 

 

 

12,372

 

Accrued interest payable and other liabilities

 

 

8,366

 

 

 

7,877

 

Total liabilities

 

 

1,111,382

 

 

 

762,865

 

 

 

 

 

 

 

 

 

 

Small Business Lending Fund redeemable preferred stock-variable rate,

   noncumulative, nonparticipating, $1,000 stated value; 15,000 shares authorized;

   no shares issued at December 31, 2016; 15,000 shares issued, $15,000 redemption

   amount at December 31, 2015

 

$

-

 

 

$

15,000

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Preferred stock-variable rate, non-cumulative, nonparticipating, $1,000 stated value;

   15,000 shares authorized; 8,000 shares issued

 

 

8,000

 

 

 

8,000

 

Common stock - $0.01 par value; 50,000,000 authorized; 7,018,248 shares issued and

   6,586,335 shares outstanding as of December 31, 2016 and 6,192,609 shares issued

   and 5,771,001 shares outstanding as of December 31, 2015

 

 

26

 

 

 

19

 

Surplus

 

 

50,553

 

 

 

34,717

 

Retained earnings

 

 

77,907

 

 

 

68,825

 

Treasury stock, at cost, 431,913 and 421,608 shares at December 31, 2016 and 2015,

   respectively

 

 

(4,828

)

 

 

(4,758

)

Accumulated other comprehensive income (loss)

 

 

(370

)

 

 

221

 

Total shareholders' equity

 

 

131,288

 

 

 

107,024

 

Total liabilities and shareholders' equity

 

$

1,242,670

 

 

$

884,889

 

 

See accompanying notes to the consolidated financial statements

 

 

56


 

COUNTY BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2016 and 2015

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands except per share data)

 

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

 

Loans, including fees

 

$

43,552

 

 

$

32,301

 

Taxable securities

 

 

1,433

 

 

 

964

 

Tax-exempt securities

 

 

368

 

 

 

437

 

Federal funds sold and other

 

 

228

 

 

 

65

 

Total interest and dividend income

 

 

45,581

 

 

 

33,767

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

Deposits

 

 

8,195

 

 

 

6,238

 

FHLB advances and other borrowings

 

 

1,445

 

 

 

882

 

Subordinated debentures

 

 

374

 

 

 

400

 

Total interest expense

 

 

10,014

 

 

 

7,520

 

Net interest income

 

 

35,567

 

 

 

26,247

 

Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

Net interest income after provision for loan losses

 

 

32,608

 

 

 

27,266

 

NON-INTEREST INCOME

 

 

 

 

 

 

 

 

Services charges

 

 

1,341

 

 

 

1,039

 

Gain on sale of loans, net

 

 

242

 

 

 

429

 

Loan servicing fees

 

 

6,571

 

 

 

5,323

 

Other

 

 

561

 

 

 

894

 

Total non-interest income

 

 

8,715

 

 

 

7,685

 

NON-INTEREST EXPENSE

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

 

13,101

 

 

 

10,769

 

Occupancy

 

 

512

 

 

 

338

 

Write-down of other real estate owned

 

 

480

 

 

 

256

 

Other

 

 

10,053

 

 

 

6,095

 

Total non-interest expense

 

 

24,146

 

 

 

17,458

 

Income before income taxes

 

 

17,177

 

 

 

17,493

 

Income tax expense

 

 

6,483

 

 

 

6,519

 

NET INCOME

 

$

10,694

 

 

$

10,974

 

 

 

 

 

 

 

 

 

 

NET INCOME PER SHARE:

 

 

 

 

 

 

 

 

Basic

 

$

1.65

 

 

$

1.85

 

Diluted

 

$

1.61

 

 

$

1.82

 

Dividends paid per share

 

$

0.20

 

 

$

0.16

 

 

See accompanying notes to the consolidated financial statements

 

 

 

57


 

COUNTY BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2016 and 2015

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Net income

 

$

10,694

 

 

$

10,974

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Unrealized losses on securities available for sale

 

 

(969

)

 

 

(270

)

Income tax benefit

 

 

378

 

 

 

105

 

Total other comprehensive loss

 

 

(591

)

 

 

(165

)

Comprehensive income

 

$

10,103

 

 

$

10,809

 

See accompanying notes to the consolidated financial statements

 

 

 

58


 

COUNTY BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years Ended December 31, 2016 and 2015

 

 

Preferred

Stock

 

 

Common

Stock

 

 

Surplus

 

 

Retained

Earnings

 

 

Treasury

Stock

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Total

Shareholders'

Equity

 

 

 

(dollars in thousands)

 

Balance at December 31, 2014

 

$

8,000

 

 

$

5

 

 

$

16,970

 

 

$

59,254

 

 

$

(4,572

)

 

$

386

 

 

$

80,043

 

Net income

 

 

 

 

 

 

 

 

 

 

 

10,974

 

 

 

 

 

 

 

 

 

10,974

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(165

)

 

 

(165

)

Stock compensation expense, net of tax

 

 

 

 

 

 

 

 

360

 

 

 

 

 

 

 

 

 

 

 

 

360

 

Purchase of treasury stock (11,838 shares)

 

 

 

 

 

 

 

 

32

 

 

 

 

 

 

(186

)

 

 

 

 

 

(154

)

Cash dividends declared on common stock

 

 

 

 

 

 

 

 

 

 

 

(918

)

 

 

 

 

 

 

 

 

(918

)

Cash dividends declared on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(320

)

 

 

 

 

 

 

 

 

(320

)

Cash dividends declared on SBLF preferred stock

 

 

 

 

 

 

 

 

 

 

 

(165

)

 

 

 

 

 

 

 

 

(165

)

Proceeds from sale of common stock (1,284,049 shares)

 

 

 

 

 

14

 

 

 

17,355

 

 

 

 

 

 

 

 

 

 

 

 

17,369

 

Balance at December 31, 2015

 

$

8,000

 

 

$

19

 

 

$

34,717

 

 

$

68,825

 

 

$

(4,758

)

 

$

221

 

 

$

107,024

 

Net income

 

 

 

 

 

 

 

 

 

 

 

10,694

 

 

 

 

 

 

 

 

 

10,694

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(591

)

 

 

(591

)

Stock compensation expense, net of tax

 

 

 

 

 

 

 

 

407

 

 

 

 

 

 

 

 

 

 

 

 

407

 

Purchase of treasury stock (10,305 shares)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(70

)

 

 

 

 

 

(70

)

Cash dividends declared on common stock

 

 

 

 

 

 

 

 

 

 

 

(1,270

)

 

 

 

 

 

 

 

 

(1,270

)

Cash dividends declared on preferred stock

 

 

 

 

 

 

 

 

 

 

 

(321

)

 

 

 

 

 

 

 

 

(321

)

Cash dividends declared on SBLF preferred stock

 

 

 

 

 

 

 

 

 

 

 

(21

)

 

 

 

 

 

 

 

 

(21

)

Shares issued in the acquisition of Fox River Valley Bancorp, Inc. (712,830 shares)

 

 

 

 

 

7

 

 

 

14,249

 

 

 

 

 

 

 

 

 

 

 

 

14,256

 

Proceeds from sale of common stock (102,504 shares)

 

 

 

 

 

 

 

 

1,180

 

 

 

 

 

 

 

 

 

 

 

 

1,180

 

Balance at December 31, 2016

 

$

8,000

 

 

$

26

 

 

$

50,553

 

 

$

77,907

 

 

$

(4,828

)

 

$

(370

)

 

$

131,288

 

 

See accompanying notes to the consolidated financial statements

 

 

 

59


 

COUNTY BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2016 and 2015

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

10,694

 

 

$

10,974

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization of premises and equipment

 

 

980

 

 

 

592

 

Amortization of core deposit intangible

 

 

360

 

 

 

 

Amortization of subordinated debentures

 

 

44

 

 

 

 

Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

Realized loss (gain) on sales of other real estate owned

 

 

(122

)

 

 

254

 

Write-down of other real estate owned

 

 

480

 

 

 

256

 

Realized gain on sales of premises and equipment

 

 

(13

)

 

 

(2

)

Increase in cash surrender value of bank owned life insurance

 

 

(293

)

 

 

(293

)

Deferred income tax expense

 

 

832

 

 

 

380

 

Stock compensation expense, net

 

 

407

 

 

 

360

 

Net amortization of securities

 

 

929

 

 

 

569

 

Net change in:

 

 

 

 

 

 

 

 

Accrued interest receivable and other assets

 

 

952

 

 

 

(378

)

Loans held for sale

 

 

8,039

 

 

 

(5,087

)

Loan servicing rights

 

 

(1,119

)

 

 

(399

)

Accrued interest payable and other liabilities

 

 

473

 

 

 

862

 

Net cash provided by operating activities

 

 

25,602

 

 

 

7,069

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Proceeds from maturities, principal repayments, and call of securities available for sale

 

 

19,730

 

 

 

8,435

 

Purchases of securities available for sale

 

 

(12,704

)

 

 

(11,274

)

Purchases of FHLB stock

 

 

(2,181

)

 

 

(2,255

)

Loan originations and principal collections, net

 

 

(142,249

)

 

 

(100,775

)

Proceeds from sales of premises and equipment

 

 

25

 

 

 

8

 

Purchases of premises and equipment

 

 

(1,777

)

 

 

(3,167

)

Capitalized additions to other real estate owned

 

 

(135

)

 

 

(39

)

Proceeds from sales of other real estate owned

 

 

2,646

 

 

 

5,324

 

Net cash provided by business combination

 

 

12,320

 

 

 

 

Net cash used in investing activities

 

 

(124,325

)

 

 

(103,743

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Net increase (decrease) in demand and savings deposits

 

 

(7,690

)

 

 

24,062

 

Net increase in certificates of deposits

 

 

110,030

 

 

 

42,694

 

Net change in other borrowings

 

 

(1,793

)

 

 

(19,912

)

Proceeds from FHLB advances

 

 

767,200

 

 

 

795,695

 

Repayment of FHLB advances

 

 

(725,750

)

 

 

(757,250

)

Payments to acquire treasury stock

 

 

(70

)

 

 

(154

)

Proceeds from issuance of common stock

 

 

1,180

 

 

 

17,369

 

Redemption of SBLF preferred stock

 

 

(15,000

)

 

 

 

Dividends paid on SBLF preferred stock

 

 

(21

)

 

 

(165

)

Dividends paid on preferred stock

 

 

(321

)

 

 

(320

)

Dividends paid on common stock

 

 

(1,270

)

 

 

(918

)

Net cash provided by financing activities

 

 

126,495

 

 

 

101,101

 

Net change in cash and cash equivalents

 

 

27,772

 

 

 

4,427

 

Cash and cash equivalents, beginning of period

 

 

14,907

 

 

 

10,480

 

Cash and cash equivalents, end of period

 

$

42,679

 

 

$

14,907

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

9,594

 

 

$

7,435

 

Income taxes

 

 

6,515

 

 

 

5,860

 

Noncash investing activities:

 

 

 

 

 

 

 

 

Transfer from loans to other real estate owned

 

$

810

 

 

$

1,530

 

Transfer from premises and equipment to other real estate owned

 

 

397

 

 

 

 

Loans charged off

 

 

1,670

 

 

 

1,907

 

See accompanying notes to the consolidated financial statements

 

60


 

COUNTY BANCORP, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 and 2014

 

 

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of County Bancorp, Inc. and its subsidiaries conform to accounting principles generally accepted in the United States of America and to general practice within the banking industry. The following is a description of the more significant of those policies.

Nature of Business and Significant Concentrations of Credit Risk

The Company is the sole shareholder of Investors Community Bank. The Bank is the sole shareholder of ICB Investment Corp., a wholly-owned Nevada subsidiary and sole member of Investors Insurance Services, LLC and ABS 1, LLC, which are both Wisconsin limited liability companies. The Company commenced operations in May of 1996; the Bank commenced operations in March of 1997. ICB Investment Corp. commenced operations in 2001. In July of 2010, the Bank formed Investors Insurance Services, LLC for the sole purpose of protecting the Bank from liability risk when selling crop insurance. Selling crop insurance had historically been a business function performed within the Bank and is not a new service. In September of 2011, the Bank formed ABS 1, LLC, for the sole purpose of holding real estate and personal property for sale which was obtained through repossession.  In November 2015, the Company formed County Acquisition LLC, for the sole purpose of acquiring Fox River Valley Bancorp, Inc. and was subsequently dissolved in May of 2016 after the Fox River Valley acquisition was completed.

The Bank provides a full range of banking and related financial services which includes real estate lending, business services, and agricultural finance to individual and corporate customers primarily located within the state of Wisconsin. The Bank’s primary source of revenue is providing loans to customers, who are predominantly engaged in dairy farming and commercial activities. Its primary deposit products are savings and term certificate accounts. The Bank is subject to competition from other financial institutions and is regulated by federal and state banking agencies and undergoes periodic examinations by those agencies.

The Company has no other significant activities other than ownership of the Bank. Note 4 discusses the types of securities that the Company invests in. Note 5 discusses the types of lending that the Company engages in.

Agricultural loans, including agricultural operating, real estate and construction loans, represented 61% and 67% of our total loan portfolio at December 31, 2016 and 2015, respectively. Commercial real estate, including commercial construction loans, represented 26% and 22% of our total loan portfolio at December 31, 2016 and 2015, respectively.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank, and the Bank’s wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company also has three wholly-owned subsidiaries, County Bancorp Statutory Trust II, County Bancorp Statutory Trust III, and Fox River Valley Capital Trust I that are Delaware statutory trusts, which have not been consolidated in accordance with accounting guidance related to variable interest entities.

Use of Estimates in Preparing Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting procedures of the United States (“GAAP’) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of valuation of securities available for sale, the allowance for loan losses, loan servicing rights, other real estate owned, financial instruments, and deferred tax assets. Actual results could differ from those estimates.

Business Combinations and Valuation of Loans Acquired in Business Combinations

We account for acquisitions under Financial Accounting Standards Board (“FASB”) ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. Assets acquired and liabilities assumed in a business combination are recorded at estimated fair value on their purchase date. As provided for under GAAP, management has up to 12 months following the date of the acquisition to finalize the fair values of acquired assets and assumed liabilities where it was not possible to estimate the acquisition date fair value upon consummation.

 

61


 

 

In particular, the valuation of acquired loans involves significant estimates, assumptions and judgments based on information available as of the acquisition date. Substantially all loans acquired in the transaction are evaluated either individually or in pools of loans with similar characteristics; since the estimated fair value of acquired loans includes a credit consideration, no carryover of any previously recorded allowance for loan losses is recorded at acquisition. A number of factors are considered in determining the estimated fair value of purchased loans including, among other things, the remaining life of the acquired loans, estimated prepayments, estimated loss ratios, estimated value of the underlying collateral, estimated holding periods, contractual interest rates compared to market interest rates, and net present value of cash flows expected to be received.

 

In determining the fair value of acquired loans, management calculates a nonaccretable difference (the credit mark component of the acquired loans) and an accretable difference (the market rate or yield component of the acquired loans). The nonaccretable difference is the difference between the undiscounted contractually required payments and the undiscounted cash flows expected to be collected in accordance with management’s determination of the fair value. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows will result in a reversal of the provision for loan losses to the extent of prior charges and then an adjustment to accretable yield and nonaccretable difference which would have a positive impact on interest income.

 

The accretable yield on acquired loans is the difference between the expected cash flows and the initial investment in the acquired loans. The accretable yield is recognized into earnings using the effective yield method over the term of the loans. Management separately monitors the acquired loan portfolio and periodically reviews loans contained within this portfolio against the factors and assumptions used in determining the fair value.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks and federal funds sold, all of which mature within 90 days.

In the normal course of business, the Company maintains balances with correspondent banks. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to specified limits. Management believes these financial institutions have strong credit ratings and the credit risk related to these deposits is minimal.

Securities Available for Sale

Available for sale securities are carried at fair value with unrealized gains and losses excluded from earnings and reported separately in other comprehensive income (loss). The Company currently has no securities designated as trading or held-to-maturity. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. They are included in non-interest income or expense and, when applicable, are reported as a reclassification adjustment in other comprehensive income (loss).

Declines in the fair value of individual available for sale securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. The Company monitors the investment security portfolio for impairment on an individual security basis and has a process in place to identify securities that could potentially have a credit impairment that is other than temporary. This process involves analyzing the length of time and the extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and near-term prospects of the issuer, expected cash flows, and the Company’s intent and ability to hold the investment for a period of time sufficient to recover the temporary impairment. A decline in value due to a credit event that is considered other than temporary is recorded as a loss in non-interest income.

Federal Home Loan Bank Stock

The Bank, as a member of the Federal Home Loan Bank of Chicago (“FHLB”), is required to maintain an investment in the capital stock of the FHLB based on the level of borrowings and other factors, and may invest additional amounts. Based on the redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. It is periodically evaluated by management for impairment. Because it is viewed as a long term investment, impairment is based on ultimate recovery of par value. Both stock and cash dividends are reported as income.

 

62


 

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. Gains and losses on loan sales (sale proceeds minus carrying value) are recorded in non-interest income and direct loan origination costs and fees are deferred at origination of the loan and are recognized in non-interest income upon sale of the loan.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances adjusted for unearned income and the allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, non-refundable fees and direct loan origination costs on real estate and commercial loans are, in the opinion of management, insignificant and recognized as current income and are not accounted for as an adjustment of yield of the related loan categories.

The accrual of interest on mortgage and commercial loans is discontinued at the time the principal and interest is 90 days delinquent unless the credit is well-secured and in the process of collection.  Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on nonaccrual loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses (hereinafter referred to as “allowance”) is an estimate of loan losses inherent in the Company’s loan portfolio. The allowance is established through a provision for loan losses which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after loan losses and loan growth. Loan losses are charged off against the allowance when the Company determines the loan balance to be uncollectible. Cash received on previously charged off amounts is recorded as a recovery to the allowance.

The allowance consists of two primary components, general reserves and specific reserves related to impaired loans. The general component covers non-impaired loans and is based on historical losses adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on a weighted average of the actual loss history experienced by the Company over the most recent four years. The Company places more emphasis, or weight, on the more current quarters in the loss history period. This actual loss experience is adjusted for economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations. These factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is generally measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loans’ effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Under certain circumstances, the Company will provide borrowers relief through loan restructurings. A restructuring of debt constitutes a troubled debt restructuring (“TDR”) if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above. TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal or interest due, or acceptance of other assets in full or partial satisfaction of the debt. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status,

 

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depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with other nonaccrual loans.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

The Company maintains a separate general valuation allowance for each portfolio segment. These portfolio segments include agricultural, commercial, commercial real estate, residential real estate, and installment and consumer other with risk characteristics described as follows:

Agricultural: Agricultural loans generally possess a lower inherent risk of loss than real estate portfolio segments because these loans are generally underwritten to existing cash flows of operating businesses. Debt coverage is provided by business cash flows and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.

Commercial: Commercial loans generally possess a lower inherent risk of loss than real estate portfolio segments because these loans are generally underwritten to existing cash flows of operating businesses. Debt coverage is provided by business cash flows, and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.

Commercial Real Estate: Commercial real estate loans, including land and construction, generally possess a higher inherent risk of loss than other real estate portfolio segments. Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for the properties to produce sufficient cash flow to service debt obligations.

Residential Real Estate: The degree of risk in residential mortgage and home equity lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower’s ability to repay in an orderly fashion. These loans generally possess a lower inherent risk of loss than other real estate portfolio segments. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers’ capacity to repay their obligations may be deteriorating.

Installment and Consumer Other: The installment and consumer other loan portfolio is usually comprised of a large number of small loans. Most loans are made directly for consumer purchases. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate the borrowers’ capacity to repay their obligations may be deteriorating.

Although management believes the allowance to be adequate, ultimate losses may vary from its estimates. At least quarterly, the board of directors reviews the adequacy of the allowance, including consideration of the relevant risks in the portfolio, current economic conditions and other factors. If the board of directors and management determine that changes are warranted based on those reviews, the allowance is adjusted. In addition, the Company’s primary regulator reviews the adequacy of the allowance. The regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations.

Bank Premises and Equipment

Land is carried at cost. Bank premises and equipment are carried at cost, less accumulated depreciation. Depreciation is computed on the straight line method. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any recognized gain or loss is reflected in income for the period. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and improvements are capitalized and a deduction is made from the property accounts for retirements of capitalized renewals or improvements. Gains and losses on dispositions are included in current operations.

Off-Balance Sheet Credit Related Financial Instruments

In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded. The Company maintains a separate allowance for off-balance sheet commitments. Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance sheet commitments is included in other liabilities.

 

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Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount and the fair value less costs to sell.

Loan Servicing Rights

Servicing assets are recognized as separate assets when rights are acquired through the sale of financial assets. Servicing rights resulting from the sale or securitization of loans originated by the Company are initially measured at fair value at the date of transfer. The Company subsequently measures each class of servicing asset using the amortization method. Under the amortization method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment or increased obligation based on fair value at each reporting date.

Fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter-to-quarter as market conditions and projected interest rates change, and may have an adverse impact on the value of the servicing right and may result in a reduction to non-interest income.

Servicing assets measured using the amortization method are evaluated and measured for impairment. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the carrying amount of the servicing assets for that tranche. The valuation allowance is adjusted to reflect changes in the measurement of impairment after the initial measure of the impairment.

Changes in the valuation allowances are reported with loan servicing fees on the income statement. Fair value in excess of the carrying amount of servicing assets for that stratum is not recognized.

Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The amortization of loan servicing rights is netted against loan servicing fee income.

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure less estimated costs to sell, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense.

Impairment losses on assets to be held and used are measured at the amount by which the carrying amount of a property exceeds its fair value. The evaluation of impairment is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available. Due to potential changes in conditions, it is at least reasonably possible that changes in fair values will occur in the near term and that such changes could materially affect the amounts reported in the Company’s financial statements. Costs of significant asset improvements are capitalized, whereas costs relating to holding assets are expensed. Revenue and expenses from operations and changes in the valuation allowance are included in other non-interest expense.

Cash Surrender Value of Bank Owned Life Insurance

The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at its cash surrender value, or the amount that can be realized, if lower.

Goodwill and Core Deposit Intangible

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and is included as an asset on the consolidated balance sheets. Goodwill is not amortized but is subject to impairment tests on at least an annual basis. Core

 

65


 

deposit intangible represents the value of the acquired customer core deposit bases and is included in as an asset on the consolidated balance sheets. The core deposit intangible has an estimated finite life, is amortized on an accelerated basis over a 66-month period, and is subject to periodic impairment evaluation.

 

Management will periodically review the carrying value of its long-lived and intangible assets to determine if any impairment has occurred or whether changes in circumstances have occurred that would require a revision to the remaining useful life, in which case an impairment charge would be recorded as an expense in the period of impairment. In making such determination, management evaluates whether there are any adverse qualitative factors indicating that an impairment may exist, as well as the performance, on an undiscounted basis, of the underlying operations or assets which give rise to the intangible. Given that the acquisition of Fox River Valley took place during the second quarter of 2016, there was no impairment charge to goodwill or core deposit intangible at December 31, 2016.  The net book value of core deposit intangible was $1.4 million and $0 at December 31, 2016 and December 31, 2015, respectively and is included on the consolidated balance sheets.

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.

The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. 

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50%; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not the some portion or all of the deferred tax asset will not be realized.

The Company files income taxes returns in the U.S. federal jurisdiction and in the state of Wisconsin. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2013.

The Company recognizes interest and penalties on income taxes, if any, as a component of other non-interest expense.

Comprehensive Income

Recognized revenue, expenses, gains, and losses are included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, are reported as a separate component of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income.

Equity Incentive Plan

Stock compensation accounting guidance requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the grant date fair value of the equity or liability instruments issued. The stock compensation accounting guidance covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards.

 

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Treasury Stock

Common stock shares repurchased are recorded as treasury stock at cost.

Earnings per Share

Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect additional potential common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options, and are determined using the treasury stock method.

Treasury shares are not deemed outstanding for earnings per share calculations.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company and put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

The transfer of a participating interest in an entire financial asset must also meet the definition of a participating interest. A participating interest in a financial asset has all of the following characteristics: (1) from the date of transfer, it must represent a proportionate (pro rata) ownership interest in the financial asset, (2) from the date of transfer, all cash flows received, except any cash flows allocated as any compensation for servicing or other services performed, must be divided proportionately among participating interest holders in the amount equal to their share ownership, (3) the rights of each participating interest holder must have the same priority, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to do so.

Advertising Costs

Advertising costs are expensed as incurred.

Fair Value of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 20. Fair value estimates involve uncertainties and matters of significant judgment. Changes in assumptions or in market conditions could significantly affect the estimates.

Segments

The Company’s operations consist of one segment, community banking.

New Accounting Pronouncements

In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs), along with any related valuation allowance, as noncurrent in a balance sheet. This ASU eliminates current guidance requiring deferred taxes for each jurisdiction to be presented as a net current asset or liability and a net noncurrent asset or liability. As a result, each jurisdiction would have one net noncurrent DTA or DTL balance. The ASU does not change the existing requirement that only permits offsetting DTAs and DTLs within a particular jurisdiction. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The adoption of this guidance is not expected to have any impact on the Company’s consolidated financial statements.

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments: Recognition and Measurement of Financial Assets and Financial Liabilities , to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This amendment supersedes the guidance to classify equity securities with readily determinable fair values into different categories,

 

67


 

requires equity securities to be measured at fair value with changes in the fair valu e recognized through net income, and simplifies the impairment assessment of equity investments without readily determinable fair values. The amendment requires public business entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price notion. The amendment requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability re sulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. The amendment requires separate presentation of financial assets and financial liabili ties by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendment reduces diversity in current practice by clarifying that an entity should evaluate the need for a valuatio n allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment as of the beginning of the fiscal year of adoption, with the exception of the amendment related to equity securities without readily determinable fair values, whic h should be applied prospectively to equity investments that exist as of the date of adoption. The Company is currently evaluating its equity securities and the effects of this ASU will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases: Amendments to the FASB Accounting Standards Codification which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating it leases and determining the effect of this ASU will have on its financial statements and disclosures, if any.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses , to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.  The amendment replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  This amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years with early adoption permitted for the fiscal year beginning after December 15, 2018, including interim periods within those fiscal years.  Entities should apply this amendment a modified-retrospective approach, through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective.  The Company is currently evaluating its current method of determining credit losses and developing a methodology to implement.  At this time, the effect this ASU will have on its consolidated financial statements is unknown.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , to reduce the existing diversity in practice in how certain cash receipts and payments are presented and classified on the statement of cash flows.  The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted including adoption in an interim period.  Entities should apply this amendment as of the beginning of the first reporting period in which the guidance is effective.  The Company is currently evaluating the effects this ASU will have on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash: A Consenus of the FASB Emerging Issues Task Force, to standardize the classification and presentation of changes to restricted cash on the statement of cash flows.  The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted including adoption in an interim period.  Entities should apply this amendment using a retrospective transition method to each period presented.   The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . This is an update to ASU 2014-09 Revenue from Contracts with Customers , is the culmination of efforts by the FASB and the International Accounting Standards Board (“IASB”) to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”). ASU 2014-09 supersedes Topic 605—Revenue Recognition and most industry-specific guidance. The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The guidance in ASU 2014-09 describes a 5-step process entities can apply to achieve the core principle or revenue recognition and requires disclosures sufficient to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers and the significant judgments used in

 

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determining that information. The amendments in ASU 2016-20 narrow the aspects of the guidance issued within ASU 2014-09 and are effective for a nnual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and early application is not allowed. The Company is currently evaluating its customer contracts to determine how this ASU effects its consoli dated financial statements and disclosures, if any.

In January 2017, the FASB issued ASU No. 2017-04 Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment .  This update eliminates Step 2 of the goodwill impairment test, and instead, recognizes an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated.   The amendment is effective for fiscal years beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017.  The Company is currently evaluating how its goodwill impairment analysis will change with the effects for this ASU.

 

NOTE 2—ACQUISITION

 

On May 13, 2016, the Company completed its acquisition of Fox River Valley, a Wisconsin corporation, pursuant to the Agreement and Plan of Merger dated November 19, 2015 (the “Merger Agreement”) by and among the Company, County Acquisition LLC, a wholly-owned subsidiary of the Company, and Fox River Valley, whereby the Company acquired Fox River Valley and its wholly-owned bank subsidiary, The Business Bank, through the merger of Fox River Valley into County Acquisition LLC (which subsequently dissolved) and the merger of The Business Bank into Investors Community Bank.

The purpose of the acquisition was for strategic reasons beneficial to the Company. The acquisition is consistent with its growth plans to expand into the markets of Appleton and Green Bay, Wisconsin and diversify its loan portfolio to decrease its agricultural concentration.  The Company believes it is well-positioned to achieve stronger financial performance and enhance shareholder value through synergies of the combined operations.

Under the terms of the Merger Agreement, the Company acquired Fox River Valley for aggregate consideration of approximately $28.7 million which was comprised of $14.45 million in cash and 712,830 shares of the Company’s common stock valued at $20 per share on May 13, 2016.  The system integration was completed, and the two branches of The Business Bank opened on May 16, 2016 as branches of Investors Community Bank.

 

The Company accounted for the transaction under the acquisition method of accounting under FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , and thus, the financial position and results of operations of Fox River Valley prior to the closing date were not included in the accompanying consolidated financial statements.  The accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition. The Company determined the fair value with the assistance of third party valuations, appraisals, and third party advisors.  The estimated fair values will be subject to refinement as additional information relative to the closing date fair values becomes available through the measurement period of approximately one year from consummation.

During the year ended December 31, 2016, the Company incurred $2.6 million of merger related costs which are included in the consolidated statement of operations in other non-interest expense.

The fair value of the assets acquired and liabilities assumed on May 13, 2016 were as follows:

 

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As recorded by Fox River Valley

 

 

Fair value adjustment

 

 

As recorded by the Company

 

 

 

(dollars in thousands)

 

Cash, cash equivalents and securities available for sale

 

$

77,117

 

 

$

(484

)

 

$

76,633

 

Loans, net

 

 

143,421

 

 

 

(1,844

)

 

 

141,577

 

Other real estate owned

 

 

1,951

 

 

 

 

 

 

1,951

 

Deferred tax asset, net

 

 

2,430

 

 

 

683

 

 

 

3,113

 

Core deposit intangible

 

 

 

 

 

1,801

 

 

 

1,801

 

Premises and equipment, and other assets

 

 

3,913

 

 

 

686

 

 

 

4,599

 

   Total assets acquired

 

$

228,832

 

 

$

842

 

 

$

229,674

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

$

202,201

 

 

$

750

 

 

$

202,951

 

Subordinated debentures and other liabilities

 

 

3,629

 

 

 

(575

)

 

 

3,054

 

    Total liabilities assumed

 

$

205,830

 

 

$

175

 

 

$

206,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excess of assets acquired over liabilities assumed

 

$

23,002

 

 

$

667

 

 

$

23,669

 

Less: Purchase price

 

 

 

 

 

 

 

 

 

 

28,707

 

Goodwill

 

 

 

 

 

 

 

 

 

$

5,038

 

     

  Supplemental Pro Forma Information

The table below presents supplemental pro forma information as if the Fox River Valley merger had occurred at the beginning of the earliest period presented, which was January 1, 2015.  Pro forma results include adjustments for amortization and accretion of fair value adjustments and do not include any projected cost savings or other anticipated benefits of the merger.  These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.

 

 

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Net interest income

 

$

36,719

 

 

$

33,425

 

Net income (a)

 

$

9,975

 

 

$

10,264

 

 

 

(a)

For purposes of the supplemental pro forma information, merger-related expenses of $2.6 million that are reflected in the Company’s year ended December 31, 2016 consolidated statement of operations were reflected in the pro forma presentation for the year ended December 31, 2015.  

 

 

NOTE 3—RESTRICTIONS ON CASH AND CASH EQUIVALENTS

The Bank is required to maintain average balances on hand or with the Federal Reserve Bank. At December 31, 2016 and 2015, these reserve balances amounted to approximately $5.6 million and $7.4 million, respectively.

 

 

 

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NOTE 4—SECURITIES AVAILABLE FOR SALE

The amortized cost and fair value of securities available for sale are as follows:

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

1,000

 

 

$

 

 

$

 

 

$

1,000

 

Municipal securities

 

 

45,638

 

 

 

57

 

 

 

(239

)

 

 

45,456

 

Mortgage-backed securities

 

 

73,648

 

 

 

292

 

 

 

(632

)

 

 

73,308

 

Asset-backed securities

 

 

3,761

 

 

 

3

 

 

 

(91

)

 

 

3,673

 

 

 

$

124,047

 

 

$

352

 

 

$

(962

)

 

$

123,437

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

2,003

 

 

$

 

 

$

 

 

$

2,003

 

Municipal securities

 

 

46,185

 

 

 

185

 

 

 

(58

)

 

 

46,312

 

Mortgage-backed securities

 

 

34,728

 

 

 

356

 

 

 

(118

)

 

 

34,966

 

 

 

$

82,916

 

 

$

541

 

 

$

(176

)

 

$

83,281

 

 

The amortized cost and fair value of securities at December 31, 2016 and 2015, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

Amortized

 

 

Fair

 

 

 

Cost

 

 

Value

 

December 31, 2016

 

 

 

 

 

 

 

 

Due in one year or less

 

$

17,396

 

 

$

17,311

 

Due from one to five years

 

 

25,960

 

 

 

25,912

 

Due from five to ten years

 

 

7,043

 

 

 

6,906

 

Due after ten years

 

 

 

 

 

 

Mortgage-backed securities

 

 

73,648

 

 

 

73,308

 

 

 

$

124,047

 

 

$

123,437

 

December 31, 2015

 

 

 

 

 

 

 

 

Due in one year or less

 

$

5,005

 

 

$

5,017

 

Due from one to five years

 

 

39,329

 

 

 

39,400

 

Due from five to ten years

 

 

3,854

 

 

 

3,898

 

Due after ten years

 

 

 

 

 

 

Mortgage-backed securities

 

 

34,728

 

 

 

34,966

 

 

 

$

82,916

 

 

$

83,281

 

 

There were no sales for realized gains or losses of securities available for sale for the years ended December 31, 2016 and 2015.

At December 31, 2016 and 2015, no securities were pledged to secure the FHLB advances besides FHLB stock of $5.7 million and $3.5 million, respectively. At December 31, 2016 and 2015, the carrying amount of securities pledged to secure the Federal Reserve Bank Line of Credit was $11.2 million and $15.8 million, respectively.

Temporarily Impaired Securities

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2016 and 2015.

 

71


 

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

Fair

 

 

Unrealized

 

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

 

Value

 

 

Losses

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Municipal securities

 

 

24,924

 

 

 

(236

)

 

 

604

 

 

 

(3

)

 

 

25,528

 

 

 

(239

)

Mortgage-backed securities

 

 

48,719

 

 

 

(632

)

 

 

 

 

 

 

 

 

48,719

 

 

 

(632

)

Asset-backed securities

 

 

2,745

 

 

 

(91

)

 

 

 

 

 

 

 

 

2,745

 

 

 

(91

)

 

 

$

76,388

 

 

$

(959

)

 

$

604

 

 

$

(3

)

 

$

76,992

 

 

$

(962

)

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

2,003

 

 

$

 

 

$

 

 

$

 

 

$

2,003

 

 

$

 

Municipal securities

 

 

14,153

 

 

 

(53

)

 

 

711

 

 

 

(5

)

 

 

14,864

 

 

 

(58

)

Mortgage-backed securities

 

 

11,291

 

 

 

(86

)

 

 

2,039

 

 

 

(32

)

 

 

13,330

 

 

 

(118

)

 

 

$

27,447

 

 

$

(139

)

 

$

2,750

 

 

$

(37

)

 

$

30,197

 

 

$

(176

)

 

The unrealized loss on the investments at December 31, 2016 and 2015 is due to normal fluctuations and pricing inefficiencies. The contractual terms of the investments do not permit the issuers to settle the securities at a price less than the amortized cost basis of the investment. Because the Company does not intend to sell the investments and it is not more-likely-than-not that the Company will be required to sell the investments before recovery of the amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2016 or 2015.

Other-Than-Temporary Impairment

Upon acquisition of a security, the Company decides whether it is within the scope of the accounting guidance for beneficial interests in securitized financial assets or will be evaluated for impairment under the accounting guidance for investments in debt and equity securities.

The accounting guidance for beneficial interests in securitized financial assets provides incremental impairment guidance for a subset of the debt securities within the scope of the guidance for investments in debt and equity securities. For securities where the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interest in securitized financial asset impairment model. For securities where the security is not a beneficial interest in securitized financial assets, the Company uses debt and equity securities impairment model.

The Company routinely conducts periodic reviews to identify and evaluate each investment security to determine whether an other-than-temporary impairment has occurred. Economic models are used to determine whether an other-than-temporary impairment has occurred on these securities. While all securities are considered, the securities primarily impacted by other-than-temporary impairment testing are private-label mortgage-backed securities. For each private-label mortgage-backed security in the investment portfolio (including but not limited to those whose fair value is less than their amortized cost basis) an extensive, regular review is conducted to determine if an other-than-temporary impairment has occurred. Various inputs to the economic models are used to determine if an unrealized loss is other-than-temporary. The most significant inputs are the default rate and the severity of the decline in value. Other inputs may include the actual collateral attributes, which include geographic concentrations, credit ratings, and other performance indicators of the underlying assets.

At December 31, 2016, 117 debt securities had unrealized losses with aggregate depreciation of 1.25% from the Company’s amortized cost basis. At December 31, 2015, 43 debt securities had unrealized losses with aggregate depreciation of 0.58% from the Company’s amortized cost basis. These unrealized losses related principally to Government National Mortgage Association mortgage-backed and municipal debt securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. As management has the intent and ability to hold debt securities until maturity for the foreseeable future if classified as available for sale, the decline is not deemed to be other-than-temporary.

 

 

 

72


 

NOTE 5—LOANS

The components of the loan portfolio were as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

624,632

 

 

$

499,320

 

Commercial real estate loans

 

 

270,475

 

 

 

161,741

 

Commercial loans

 

 

89,944

 

 

 

51,978

 

Residential real estate loans

 

 

45,276

 

 

 

34,631

 

Installment and consumer other

 

 

159

 

 

 

519

 

  Total gross loans

 

 

1,030,486

 

 

 

748,189

 

Allowance for loan losses

 

 

(12,645

)

 

 

(10,405

)

    Loans, net

 

$

1,017,841

 

 

$

737,784

 

 

The following table presents the aging of the recorded investment in past due loans at December 31, 2016 and 2015:

 

 

 

30-59 Days

Past Due

 

 

60-89 Days

Past Due

 

 

90+ Days

Past Due

 

 

Total

Past Due

 

 

Loans Not

Past Due

 

 

Total Loans

 

 

 

(dollars in thousands)

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

12

 

 

$

 

 

$

9,680

 

 

$

9,692

 

 

$

614,940

 

 

$

624,632

 

Commercial real estate loans

 

 

 

 

 

287

 

 

 

2,710

 

 

 

2,997

 

 

 

267,478

 

 

 

270,475

 

Commercial loans

 

 

371

 

 

 

 

 

 

2,695

 

 

 

3,066

 

 

 

86,878

 

 

 

89,944

 

Residential real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,276

 

 

 

45,276

 

Installment and consumer other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

159

 

 

 

159

 

Total

 

$

383

 

 

$

287

 

 

$

15,085

 

 

$

15,755

 

 

$

1,014,731

 

 

$

1,030,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

978

 

 

$

5

 

 

$

2,405

 

 

$

3,388

 

 

$

495,932

 

 

$

499,320

 

Commercial real estate loans

 

 

 

 

 

234

 

 

 

2,418

 

 

 

2,652

 

 

 

159,089

 

 

 

161,741

 

Commercial loans

 

 

 

 

 

 

 

 

3,476

 

 

 

3,476

 

 

 

48,502

 

 

 

51,978

 

Residential real estate loans

 

 

5

 

 

 

 

 

 

 

 

 

5

 

 

 

34,626

 

 

 

34,631

 

Installment and consumer other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

519

 

 

 

519

 

Total

 

$

983

 

 

$

239

 

 

$

8,299

 

 

$

9,521

 

 

$

738,668

 

 

$

748,189

 

 

The following table lists information on nonaccrual, restructured, and certain past due loans:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Nonaccrual loans, 90 days or more past due

 

$

15,085

 

 

$

8,299

 

Nonaccrual loans 30-89 days past due

 

 

371

 

 

 

1,212

 

Nonaccrual loans, less than 30 days past due

 

 

4,651

 

 

 

15,068

 

Restructured loans not on nonaccrual status

 

 

4,300

 

 

 

610

 

90 days or more past due and still accruing

 

 

 

 

 

 

 

 

The following table presents the recorded investment in nonaccrual and loans past due over 90 days on accrual by class of loan:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

12,323

 

 

$

17,705

 

Commercial real estate loans

 

 

4,340

 

 

 

3,162

 

Commercial loans

 

 

3,376

 

 

 

3,712

 

Residential real estate loans

 

 

68

 

 

 

 

Installment and consumer other

 

 

 

 

 

 

  Total

 

$

20,107

 

 

$

24,579

 

 

73


 

 

 

All nonaccrual loans are considered to be impaired. Total loans considered impaired and their related reserve balances are as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Impaired loans without a specific allowance

 

$

7,399

 

 

$

3,760

 

Impaired loans with a specific allowance

 

 

14,041

 

 

 

26,642

 

  Total impaired loans

 

 

21,440

 

 

 

30,402

 

Specific allowance related to impaired loans

 

$

1,336

 

 

$

2,302

 

 

 

The average recorded investment in total impaired loans for the years ended December 31, 2016 and 2015 amounted to approximately $25,921,000 and $27,623,000, respectively.  Interest income recognized on total impaired loans for the years ended December 31, 2016 and 2015 amounted to approximately $408,000 and $1,664,000, respectively. For nonaccrual loans included in impaired loans, the interest income that would have been recognized had those loans been performing in accordance with their original terms would have been approximately $1,503,000 and $1,682,000 for the years ended December 31, 2016 and 2015, respectively.

The following tables present loans individually evaluated for impairment by class of loans at December 31, 2016 and 2015:

 

 

December 31, 2016

 

 

 

Unpaid Principal Balance

 

 

Recorded Investment

 

 

Allowance for Loan Losses Allocated

 

 

 

(dollars in thousands)

 

With no related allowance:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

4,896

 

 

$

2,672

 

 

$

 

Commercial real estate loans

 

 

2,734

 

 

 

2,017

 

 

 

 

Commercial loans

 

 

3,068

 

 

 

2,642

 

 

 

 

Residential real estate loans

 

 

68

 

 

 

68

 

 

 

 

 

 

$

10,766

 

 

$

7,399

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

25,240

 

 

$

10,223

 

 

$

546

 

Commercial real estate loans

 

 

3,848

 

 

 

2,713

 

 

 

377

 

Commercial loans

 

 

1,508

 

 

 

1,105

 

 

 

413

 

Residential real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

30,596

 

 

 

14,041

 

 

 

1,336

 

Total

 

$

41,362

 

 

$

21,440

 

 

$

1,336

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Unpaid Principal Balance

 

 

Recorded Investment

 

 

Allowance for Loan Losses Allocated

 

 

 

(dollars in thousands)

 

With no related allowance:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

918

 

 

$

883

 

 

$

 

Commercial real estate loans

 

 

333

 

 

 

333

 

 

 

 

Commercial loans

 

 

2,970

 

 

 

2,544

 

 

 

 

Residential real estate loans

 

 

 

 

 

 

 

 

 

 

 

$

4,221

 

 

$

3,760

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

24,232

 

 

$

19,841

 

 

$

1,055

 

Commercial real estate loans

 

 

4,433

 

 

 

3,864

 

 

 

357

 

Commercial loans

 

 

3,780

 

 

 

2,937

 

 

 

890

 

Residential real estate loans

 

 

 

 

 

 

 

 

 

 

 

 

32,445

 

 

 

26,642

 

 

 

2,302

 

Total

 

$

36,666

 

 

$

30,402

 

 

$

2,302

 

 

74


 

 

 

 

Changes in the allowance for loan losses are as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Balance, beginning of year

 

$

10,405

 

 

$

10,603

 

Provision for loan losses

 

 

2,959

 

 

 

(1,019

)

Loans charged off

 

 

(1,670

)

 

 

(1,907

)

Recoveries

 

 

951

 

 

 

2,728

 

Balance, end of period

 

$

12,645

 

 

$

10,405

 

 

 

Changes in the allowance for loan losses by portfolio segment were as follows:

 

 

December 31, 2016

 

 

 

Beginning

Balance

 

 

Provision for

Loan Losses

 

 

Loans

Charged

Off

 

 

Loan

Recoveries

 

 

Ending

Balance

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

6,355

 

 

 

2,958

 

 

$

(1,142

)

 

$

2

 

 

$

8,173

 

Commercial real estate loans

 

 

2,237

 

 

 

(117

)

 

 

(242

)

 

 

884

 

 

 

2,762

 

Commercial loans

 

 

1,268

 

 

 

183

 

 

 

(277

)

 

 

65

 

 

 

1,239

 

Residential real estate loans

 

 

533

 

 

 

(58

)

 

 

(5

)

 

 

 

 

 

470

 

Installment and consumer other

 

 

12

 

 

 

(7

)

 

 

(4

)

 

 

 

 

 

1

 

   Total

 

$

10,405

 

 

$

2,959

 

 

$

(1,670

)

 

$

951

 

 

$

12,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Beginning

Balance

 

 

Provision for

Loan Losses

 

 

Loans

Charged

Off

 

 

Loan

Recoveries

 

 

Ending

Balance

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

3,456

 

 

$

3,983

 

 

$

(1,145

)

 

$

61

 

 

$

6,355

 

Commercial real estate loans

 

 

3,326

 

 

 

(1,670

)

 

 

(162

)

 

 

743

 

 

 

2,237

 

Commercial loans

 

 

2,420

 

 

 

(1,934

)

 

 

(415

)

 

 

1,197

 

 

 

1,268

 

Residential real estate loans

 

 

1,392

 

 

 

(1,408

)

 

 

(178

)

 

 

727

 

 

 

533

 

Installment and consumer other

 

 

9

 

 

 

10

 

 

 

(7

)

 

 

 

 

 

12

 

   Total

 

$

10,603

 

 

$

(1,019

)

 

$

(1,907

)

 

$

2,728

 

 

$

10,405

 

 

 

75


 

The following table presents the balances in the allowance for loan losses and the recorded inves tment in loans by portfolio segment and based on impairment method at:  

 

 

December 31, 2016

 

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Total

 

 

 

(dollars in thousands)

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

546

 

 

$

7,627

 

 

$

8,173

 

Commercial real estate loans

 

 

377

 

 

 

2,385

 

 

 

2,762

 

Commercial loans

 

 

413

 

 

 

826

 

 

 

1,239

 

Residential real estate loans

 

 

 

 

 

470

 

 

 

470

 

Installment and consumer other

 

 

 

 

 

1

 

 

 

1

 

Total ending allowance for loan losses

 

 

1,336

 

 

 

11,309

 

 

 

12,645

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

 

13,044

 

 

 

611,588

 

 

 

624,632

 

Commercial real estate loans

 

 

4,952

 

 

 

265,523

 

 

 

270,475

 

Commercial loans

 

 

3,376

 

 

 

86,568

 

 

 

89,944

 

Residential real estate loans

 

 

68

 

 

 

45,208

 

 

 

45,276

 

Installment and consumer other

 

 

-

 

 

 

159

 

 

 

159

 

Total loans

 

 

21,440

 

 

 

1,009,046

 

 

 

1,030,486

 

Net loans

 

$

20,104

 

 

$

997,737

 

 

$

1,017,841

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Individually

Evaluated for

Impairment

 

 

Collectively

Evaluated for

Impairment

 

 

Total

 

 

 

(dollars in thousands)

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

$

1,055

 

 

$

5,300

 

 

$

6,355

 

Commercial real estate loans

 

 

357

 

 

 

1,880

 

 

 

2,237

 

Commercial loans

 

 

890

 

 

 

378

 

 

 

1,268

 

Residential real estate loans

 

 

 

 

 

533

 

 

 

533

 

Installment and consumer other

 

 

 

 

 

12

 

 

 

12

 

Total ending allowance for loan losses

 

 

2,302

 

 

 

8,103

 

 

 

10,405

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Agricultural loans

 

 

20,724

 

 

 

478,596

 

 

 

499,320

 

Commercial real estate loans

 

 

4,197

 

 

 

157,544

 

 

 

161,741

 

Commercial loans

 

 

5,481

 

 

 

46,497

 

 

 

51,978

 

Residential real estate loans

 

 

 

 

 

34,631

 

 

 

34,631

 

Installment and consumer other

 

 

 

 

 

519

 

 

 

519

 

Total loans

 

 

30,402

 

 

 

717,787

 

 

 

748,189

 

Net loans

 

$

28,100

 

 

$

709,684

 

 

$

737,784

 

 

Troubled Debt Restructurings

The Company had allocated $488,000 and $654,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings at December 31, 2016 and 2015, respectively. The Company had no additional lending commitments at December 31, 2016 and 2015 to customers with outstanding loans that are classified as troubled debt restructurings.

A TDR on nonaccrual status is classified as a nonaccrual loan until evaluation supports reasonable assurance of repayment and of performance according to the modified terms of the loan. Once this assurance is reached, the TDR is classified as a restructured loan.  At December 31, 2016, there were $14,018,000 TDR loans, of which $9,718,000 were classified as nonaccrual and $4,300,000 were classified as restructured and accruing, and there were $35,000 unfunded commitments on these loans. At December 31, 2015, there were $2,926,000 TDR loans, of which $2,316,000 were classified as nonaccrual and $610,000 were classified as restructured and accruing. There were no unfunded commitments on these loans.

 

76


 

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The Company analyzes agricultural, commercial, and commercial real estate loans individually by classifying the credits as to credit risk. The process of analyzing loans for changes in risk rating is ongoing through routine monitoring of the portfolio and annual internal credit reviews for credits with total exposure in excess of $300,000. The Company uses the following definitions for credit risk ratings:

Sound. Credits classified as sound show very good probability of ongoing ability to meet and/or exceed obligations.

Acceptable. Credits classified as acceptable show a good probability of ongoing ability to meet and/or exceed obligations.

Satisfactory. Credits classified as satisfactory show an average probability of ongoing ability to meet and/or exceed obligations.

Low Satisfactory. Credits classified as low satisfactory may have more inconsistent earnings, but have a fair probability of ongoing ability to meet and/or exceed obligations.

Watch. Credits classified as watch show some questionable probability of ongoing ability to meet and/or exceed obligations.

Special Mention. Credits classified as special mention show potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or of the institution’s credit position at some future date.

Substandard – Performing.    Credits classified as substandard – performing generally have well-defined weaknesses. Collateral coverage is adequate and the loans are not considered impaired.  Payments are being made and the loans are on accrual status.  

Substandard - Impaired. Credits classified as substandard generally have well-defined weaknesses that jeopardize the repayment of the debt. They have a distinct possibility that a loss will be sustained if the deficiencies are not corrected.  Loans are considered impaired.  Loans are either exhibiting signs of delinquency, are on non-accrual or are identified as a TDR.  

Doubtful. Credits classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable.

The Company categorizes residential real estate, installment and consumer other loans as satisfactory at the time of origination based on information obtained as to the ability of the borrower(s) to service their debt, such as current financial information, employment status and history, historical payment experience, credit scores and type and amount of collateral among other factors. The Company updates relevant information on these types of loans at the time of refinance, troubled debt restructuring or other indications of financial difficulty, downgrading as needed using the same category descriptions as for agricultural, commercial, and commercial real estate loans. In addition, the Company further considers current payment status as an indicator of which risk category to assign the borrower.

The greater the level of deteriorated risk as indicated by a loan’s assigned risk category, the greater the likelihood a loss will occur in the future. If the loan is impaired then the loan loss reserves for the loan are recorded at the loss level of impairment. If the loan is not impaired, then its loan loss reserves are determined by the application of a loss rate that increases with risk in accordance with the allowance for loan loss analysis.

 

77


 

Based on the most recent analysis performed by management, the risk category of loans by class of loans is as follows: 

 

 

As of December 31, 2016

 

 

 

 

 

 

 

Sound/

Acceptable/

Satisfactory/

Low Satisfactory

 

 

Watch

 

 

Special

Mention

 

 

Substandard Performing

 

 

Substandard

Impaired

 

 

Total

Loans

 

 

 

(dollars in thousands)

 

Agricultural loans

 

$

502,084

 

 

$

84,801

 

 

$

12,657

 

 

$

12,046

 

 

$

13,044

 

 

$

624,632

 

Commercial real estate loans

 

 

225,038

 

 

 

27,368

 

 

 

378

 

 

 

12,739

 

 

 

4,952

 

 

 

270,475

 

Commercial loans

 

 

74,221

 

 

 

6,624

 

 

 

1,632

 

 

 

4,091

 

 

 

3,376

 

 

 

89,944

 

Residential real estate loans

 

 

40,556

 

 

 

4,151

 

 

 

501

 

 

 

 

 

 

68

 

 

 

45,276

 

Installment and consumer other

 

 

159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

159

 

Total

 

$

842,058

 

 

$

122,944

 

 

$

15,168

 

 

$

28,876

 

 

$

21,440

 

 

$

1,030,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

 

 

 

 

 

Sound/

Acceptable/

Satisfactory/

Low Satisfactory

 

 

Watch

 

 

Special

Mention

 

 

Substandard

Impaired

 

 

Total

Loans

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

Agricultural loans

 

$

441,528

 

 

$

30,762

 

 

$

6,306

 

 

$

20,724

 

 

$

499,320

 

 

 

 

 

Commercial real estate loans

 

 

139,061

 

 

 

13,956

 

 

 

4,527

 

 

 

4,197

 

 

 

161,741

 

 

 

 

 

Commercial loans

 

 

40,496

 

 

 

5,468

 

 

 

533

 

 

 

5,481

 

 

 

51,978

 

 

 

 

 

Residential real estate loans

 

 

27,514

 

 

 

4,572

 

 

 

2,545

 

 

 

 

 

 

34,631

 

 

 

 

 

Installment and consumer other

 

 

518

 

 

 

1

 

 

 

 

 

 

 

 

 

519

 

 

 

 

 

Total

 

$

649,117

 

 

$

54,759

 

 

$

13,911

 

 

$

30,402

 

 

$

748,189

 

 

 

 

 

 

 

NOTE 6—PREMISES AND EQUIPMENT

Premises and equipment consisted of the following:

 

 

December 31,

 

 

Estimated

 

 

2016

 

 

2015

 

 

Useful Life

 

 

(dollars in thousands)

 

 

 

Land

 

$

1,328

 

 

$

896

 

 

N/A

Construction in process

 

 

 

 

 

2,944

 

 

N/A

Bank premises

 

 

8,758

 

 

 

3,748

 

 

35-40 years

Furniture, fixtures, and equipment

 

 

4,047

 

 

 

3,194

 

 

3-7 years

 

 

 

14,133

 

 

 

10,782

 

 

 

Accumulated depreciation and amortization

 

 

(4,314

)

 

 

(3,617

)

 

 

 

 

$

9,819

 

 

$

7,165

 

 

 

 

Depreciation and amortization expense charged to operations for the years ended December 31, 2016 and 2015 totaled $980 thousand and $592 thousand, respectively.

 

 

NOTE 7—LOAN SERVICING RIGHTS

Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates. The unpaid principal balances of mortgage and other loans serviced for others were approximately $577.0 million and $495.9 million at December 31, 2016 and 2015, respectively.

The fair values of these rights were approximately $12.2 million and $10.7 million at December 31, 2016 and 2015, respectively. The fair value of servicing rights was determined using an assumed discount rate of 10% and prepayment speeds primarily ranging from 4% to 9%, depending upon the stratification of the specific right, and nominal anticipated credit losses.

 

78


 

The following summarizes servicing rights capitalized and amortized, along with the aggregate activity in related valuation allowances: 

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Loan servicing rights:

 

 

 

 

 

 

 

 

  Balance, beginning of period

 

$

8,145

 

 

$

7,746

 

    Additions

 

 

4,794

 

 

 

3,731

 

    Disposals

 

 

(1,552

)

 

 

(1,421

)

    Amortization

 

 

(2,123

)

 

 

(1,911

)

  Balance, end of period

 

$

9,264

 

 

$

8,145

 

 

 

NOTE 8 – GOODWILL AND CORE DEPOSIT INTANGIBLE

The excess of the purchase price in an acquisition over the fair value of net assets acquired consists primarily of goodwill and the core deposit intangible. Goodwill is not amortized but is instead subject to impairment tests on at least an annual basis. Core deposit intangible, which arose from value ascribed to the deposit base of a bank acquired, has estimated finite lives and is amortized on an accelerated basis to expense over a 66-month period.

 

Management will periodically review the carrying value of its long-lived and intangible assets to determine if any impairment has occurred, in which case an impairment charge would be recorded as an expense in the period of impairment, or whether changes in circumstances have occurred that would require a revision to the remaining useful life which would impact expense prospectively. In making such determination, management evaluates whether there are any adverse qualitative factors indicating that an impairment may exist, as well as the performance, on an undiscounted basis, of the underlying operations or assets which give rise to the intangible. There was no impairment charge to goodwill or core deposit intangible at December 31, 2016.  

 

Goodwill :  Goodwill resulted from the acquisition of Fox River Valley on May 13, 2016.  The carrying amount of goodwill was $5.0 million at December 31, 2016 and $0 million at December 31, 20 15. See Note 2 for additional information on the acquisition.

 

Core deposit intangible:   Core deposit intangible, primarily related to acquired customer relationships, is amortized over their estimated finite lives.  The core deposit intangible related to the Fox River Valley acquisition had a gross carrying amount of $1.8 million. Amortization on core deposit intangible was $360 thousand for the year ended December 31, 2016.  There was no core deposit intangible and no amortization recorded on the balance sheet and statement of operations for the year ended December 31, 2015.   See Note 2 for additional information on the acquisition.

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Core deposit intangible:

 

 

 

 

 

 

 

 

     Gross carrying amount

 

$

1,801

 

 

$

 

     Accumulated amortization

 

 

(360

)

 

 

 

     Net book value

 

$

1,441

 

 

$

 

Additions during the period

 

$

1,801

 

 

$

 

 

 

 

 

79


 

NOTE 9 —OTHER REAL ESTATE OWNED

Changes in other real estate owned are as follows:

 

 

December 31,

 

 

 

 

2016

 

 

 

2015

 

 

 

(dollars in thousands)

 

Balance, beginning of period

 

$

2,872

 

 

$

7,137

 

   Assets foreclosed

 

 

810

 

 

 

1,530

 

   Assets transferred from premises and equipment

 

 

397

 

 

 

 

 

   Assets acquired

 

 

1,951

 

 

 

 

   Write-down of other real estate owned

 

 

(480

)

 

 

(256

)

   Net gain (loss) on sales of other real estate owned

 

 

122

 

 

 

(254

)

   Capitalized additions to other real estate owned

 

 

135

 

 

 

39

 

   Proceeds from sale of other real estate owned

 

 

(2,646

)

 

 

(5,324

)

Balance, end of period

 

$

3,161

 

 

$

2,872

 

Expenses applicable to other real estate owned include the following:

 

 

For the Year Ended December 31,

 

 

 

 

2016

 

 

 

2015

 

 

 

(dollars in thousands)

 

Net loss (gain) on sales of other real estate owned

 

$

(122

)

 

$

254

 

Write-down of other real estate owned

 

 

480

 

 

 

256

 

Operating expenses, net of rental income

 

 

(134

)

 

 

(36

)

 

 

$

224

 

 

$

474

 

 

 

NOTE 10—DEPOSITS

Deposits are summarized as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Demand deposits

 

$

118,657

 

 

$

70,914

 

Savings

 

 

262,296

 

 

 

174,979

 

Certificates of deposit

 

 

596,565

 

 

 

426,333

 

Total deposits

 

$

977,518

 

 

$

672,226

 

 

Certificates of deposit in amounts of more than $250,000 at December 31, 2016 and 2015 were approximately $270.6 million and $161.3 million, respectively.  

The scheduled maturities of certificates of deposit are as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

1 year or less

 

$

244,405

 

 

$

160,557

 

1 to 2 years

 

 

135,032

 

 

 

117,514

 

2 to 3 years

 

 

69,597

 

 

 

41,876

 

3 to 4 years

 

 

104,894

 

 

 

38,281

 

Over 4 years

 

 

42,637

 

 

 

68,105

 

 

 

$

596,565

 

 

$

426,333

 

 

 

 

 

80


 

NOTE 11—ADVANCES FROM FHLB AND OTHER BORROWINGS

The Bank had advances outstanding from the FHLB in the amount of $107.9 million and $66.4 million on December 31, 2016 and 2015, respectively. These advances, rates, and maturities were as follows:

 

 

 

 

 

Amount outstanding as of

December 31,

 

 

 

Maturity

 

Rate

 

 

2016

 

 

2015

 

Loan Type

 

 

 

 

(dollars in thousands)

 

Fixed rate, short term

 

01/27/2016

 

 

0.29

%

 

 

 

 

 

3,000

 

Fixed rate, fixed term

 

04/29/2016

 

 

0.54

%

 

 

 

 

 

3,000

 

Fixed rate, fixed term

 

06/28/2016

 

 

0.96

%

 

 

 

 

 

2,150

 

Fixed rate, fixed term

 

08/29/2016

 

 

0.55

%

 

 

 

 

 

840

 

Fixed rate, fixed term

 

08/29/2016

 

 

0.55

%

 

 

 

 

 

560

 

Fixed rate, fixed term

 

01/03/2017

 

 

0.94

%

 

 

595

 

 

 

595

 

Fixed rate, fixed term

 

02/27/2017

 

 

0.76

%

 

 

5,000

 

 

 

5,000

 

Fixed rate, fixed term

 

03/15/2017

 

 

1.46

%

 

 

2,000

 

 

 

2,000

 

Fixed rate, fixed term

 

06/16/2017

 

 

0.80

%

 

 

10,000

 

 

 

 

Fixed rate, fixed term

 

08/11/2017

 

 

0.83

%

 

 

5,000

 

 

 

 

Fixed rate, fixed term

 

11/15/2017

 

 

0.95

%

 

 

3,800

 

 

 

3,800

 

Fixed rate, fixed term

 

12/29/2017

 

 

1.27

%

 

 

3,000

 

 

 

3,000

 

Fixed rate, fixed term

 

01/02/2018

 

 

1.23

%

 

 

1,000

 

 

 

1,000

 

Fixed rate, fixed term

 

01/12/2018

 

 

0.85

%

 

 

8,000

 

 

 

 

Fixed rate, fixed term

 

02/12/2018

 

 

0.91

%

 

 

5,000

 

 

 

 

Fixed rate, fixed term

 

04/23/2018

 

 

1.07

%

 

 

2,300

 

 

 

2,300

 

Fixed rate, fixed term

 

06/18/2018

 

 

0.93

%

 

 

10,000

 

 

 

 

Fixed rate, fixed term

 

07/16/2018

 

 

1.21

%

 

 

762

 

 

 

762

 

Fixed rate, fixed term

 

07/16/2018

 

 

1.21

%

 

 

1,038

 

 

 

1,038

 

Fixed rate, fixed term

 

08/20/2018

 

 

1.15

%

 

 

1,000

 

 

 

1,000

 

Fixed rate, fixed term

 

08/20/2018

 

 

1.15

%

 

 

800

 

 

 

800

 

Fixed rate, fixed term

 

08/20/2018

 

 

1.27

%

 

 

2,200

 

 

 

2,200

 

Fixed rate, fixed term

 

12/31/2018

 

 

1.65

%

 

 

3,000

 

 

 

3,000

 

Fixed rate, fixed term

 

02/27/2019

 

 

1.47

%

 

 

5,000

 

 

 

5,000

 

Fixed rate, fixed term

 

07/15/2019

 

 

1.11

%

 

 

8,000

 

 

 

 

Fixed rate, fixed term

 

08/14/2019

 

 

1.77

%

 

 

2,000

 

 

 

2,000

 

Fixed rate, fixed term

 

02/20/2020

 

 

1.71

%

 

 

5,000

 

 

 

5,000

 

Fixed rate, fixed term

 

07/16/2020

 

 

1.85

%

 

 

800

 

 

 

800

 

Fixed rate, fixed term

 

08/25/2020

 

 

1.84

%

 

 

3,000

 

 

 

3,000

 

Fixed rate, fixed term

 

08/27/2020

 

 

1.88

%

 

 

5,000

 

 

 

5,000

 

Fixed rate, fixed term

 

12/30/2020

 

 

2.09

%

 

 

4,000

 

 

 

4,000

 

Fixed rate, fixed term

 

12/31/2020

 

 

1.94

%

 

 

600

 

 

 

600

 

Fixed rate, fixed term

 

06/15/2021

 

 

1.39

%

 

 

5,000

 

 

 

 

Fixed rate, fixed term

 

08/16/2021

 

 

2.29

%

 

 

3,000

 

 

 

3,000

 

Fixed rate, fixed term

 

12/30/2021

 

 

2.29

%

 

 

2,000

 

 

 

2,000

 

 

 

 

 

 

 

 

 

$

107,895

 

 

$

66,445

 

 

The terms of security agreements with the FHLB require the Bank to pledge collateral for its borrowings. The collateral consists of qualifying first mortgage loans, certain securities available for sale, and stock of the FHLB.

The Bank had no irrevocable letters of credit with the FHLB as of December 31, 2016 and 2015.

 

81


 

Future maturities of borrowings were as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

1 year or less

 

$

29,395

 

 

$

9,550

 

1 to 2 years

 

 

35,100

 

 

 

14,395

 

2 to 3 years

 

 

15,000

 

 

 

12,100

 

3 to 4 years

 

 

18,400

 

 

 

7,000

 

Over 4 years

 

 

10,000

 

 

 

23,400

 

 

 

$

107,895

 

 

$

66,445

 

 

As of December 31, 2016 and 2015, the Bank also had a $50.0 million line-of-credit available with the Federal Reserve Bank of Chicago.  Borrowings under this line of credit are limited by the amount of securities pledged by the Bank as collateral, which totaled $11.3 million and $15.8 million at December 31, 2016 and 2015, respectively.  There were no outstanding advances included in other borrowings  at  December 31, 2016 and 2015, respectively.  

Other borrowings are borrowings as a result of sold loans that do not qualify for sale accounting. These agreements are recorded as financing transactions as the Bank maintains effective control over the transferred loans. The dollar amount of the loans underlying the sale agreements continues to be carried in the Bank’s loan portfolio, and the transfer is reported as a secured borrowing with pledge of collateral.  At December 31, 2016 and 2015, the amounts of these borrowings were $2.0 million and $3.9 million, respectively.

Also included in other borrowings is the capital lease for our full service banking location in Appleton, Wisconsin that was assumed in connection with our merger of Fox River Valley.  Under the terms of the current triple-net lease the Company is obligated to pay monthly rent of $15 thousand, and the lease term expires in April 2018.  As of December 31, 2016, liability remaining under the capital lease was $189 thousand, and the amortization related to the lease was $85 thousand and was included in other non-interest expense.  There was no balance in other borrowings related to this capital lease as of December 31, 2015.

The following table sets forth information concerning balances and interest rates on other borrowings as of and for the periods indicated:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Balance outstanding at end of period

 

$

2,152

 

 

$

3,945

 

Average amount outstanding during the period

 

 

3,047

 

 

 

8,088

 

Maximum amount outstanding at any month end

 

 

3,930

 

 

 

24,414

 

Weighted average interest rate during the period

 

 

5.30

%

 

 

3.41

%

Weighted average interest rate at end of period

 

 

5.32

%

 

 

4.97

%

 

 

NOTE 12—SUBORDINATED DEBENTURES AND SBLF PREFERRED STOCK

In September 2005 and June 2006, the Company formed wholly owned subsidiary business trusts, County Bancorp Statutory Trust II (“Trust II”) and County Bancorp Statutory Trust III (“Trust III”) (together, the “Trusts”), which are both Delaware statutory trusts, for the purpose of issuing capital securities which qualify as Tier 1 capital of the Company. Trust II issued at par $6.0 million of floating rate capital securities in an exempt offering. The capital securities are nonvoting, mandatorily redeemable in 2035, and guaranteed by the Company. Trust III issued at par $6.0 million of floating rate capital securities in an exempt offering. The capital securities are nonvoting, mandatorily redeemable in 2036, and guaranteed by the Company.

The capital securities carry an interest rate identical to that of the related debentures. For Trust II, holders of capital securities are entitled to receive cumulative cash distributions at a rate of 6.1% through September 2015, and a rate based on the three month LIBOR plus 1.53% thereafter through maturity, which was 2.53% as of December 31, 2016. For Trust III, holders of capital securities are entitled to receive cumulative cash distributions at a rate based on the three month LIBOR plus 1.69% through maturity, which was 2.69% as of December 31, 2016.

The distribution rate payable on the capital securities is cumulative and payable quarterly in arrears. The Company has the right, subject to events in default, to defer payments of interest on the debentures at any time by extending the interest payment period for a period not exceeding 20 consecutive quarters with respect to each deferral period, provided that no extension period may extend beyond the redemption or maturity dates of the debentures. The capital securities are subject to mandatory redemption upon payment of the debentures. Trust II and III mature on September 15, 2035 and June 15, 2036, respectively, may be called not earlier than

 

82


 

September 15, 2015 and June 15, 2016, respectively, if certain conditions were met, or at any time within 180 days following the occurrence and continuation of certain changes in either tax treatment or the capital treatment of Trust II and Trust III, the debentures, or the capital securities. If the debentures are redeemed before they mature, the redemption price will be the principal amount plus any accrued but unpaid interest. The Company has the r ight to terminate Trust II and Trust III and cause the debentures to be distributed to the holders of the capital securities in liquidation of such Trusts.

The Company owns all of the outstanding common securities of Trust II and Trust III. The Trusts used the proceeds from the issuance of their capital securities to buy floating rate junior subordinated deferrable interest debentures (“debentures”) issued by the Company. These debentures are the Trusts’ only assets, and interest payments from these debentures finance the distributions paid on the capital securities. These debentures are unsecured, rank junior, and are subordinate in the right of payment to all senior debt of the Company.

The capital securities of Trust II and Trust III have been structured to qualify as Tier 1 capital for regulatory purposes. However, the securities cannot be used to constitute more than 25 percent of the Company’s “core” Tier 1 capital according to regulatory requirements. The Company utilized the proceeds of the Trust II issuances for general corporate purposes and Trust III issuances to redeem the securities of County Bancorp Statutory Trust I.

In connection with the merger with Fox River Valley, the Company also acquired Fox River Valley’s wholly-owned subsidiary Fox River Valley Capital Trust I, a Delaware statutory trust (the “FRV Trust I”), which issued capital securities that qualify for Tier II capital of the Company.  The Company assumed the $3.6 million of floating rate, junior subordinated debentures, of which the Company owns $0.1 million. The debentures are non-voting, mandatorily redeemable in 2033 and guaranteed by the Company.

The distribution rate payable on the debentures is cumulative and payable quarterly in arrears. The Company has the right, subject to events of default, to defer payments of interest on the debentures at any time by extending the interest payment period not exceeding 20 consecutive quarters with respect to each deferral period, provided that no extension period may extend beyond the redemption or maturity date of the debentures. Interest is current through the most recent due date of November 30, 2016.

The FRV Trust I may redeem some or all of the capital securities, at par, with 30 days advance notice, on or after November 30, 2008, but only on May 30 or November 30 of any given year, and only in a minimum amount of $500,000 and in increments of $10,000 thereafter, or the full amount of the capital securities. The FRV Trust I may redeem all of the capital securities at any time upon the occurrence and during the continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event (each as defined in the trust agreement for the FRV Trust I), at any time within 90 days following such event.

The FRV Trust I debentures carry an interest rate equal to 5-year LIBOR plus 3.40%, which resets every five years. The current rate is equal to 4.855% through November 30, 2018. Interest payments are due quarterly.

The Small Business Lending Fund (SBLF) preferred stock of the Company qualified as Tier 1 capital and accrued noncumulative dividends, payable quarterly, on each January 1, April 1, July 1 and October 1. The dividend rate, as a percentage of the liquidation amount, fluctuated on a quarterly basis during the first 10 quarters during which the preferred stock was outstanding, based upon changes in the level of “Qualified Small Business Lending”, by the Company’s subsidiary bank. The dividend rate was based upon the percentage change in QSBL between each dividend period and the baseline QSBL level, as determined in accordance with the Purchase Agreement.

Beginning with the fourth quarter of 2013, the dividend rate was fixed at an annualized 1.00% through the fourth quarter of 2015.  Such dividends were not cumulative, but the Company could only declare and pay dividends on its common stock (or any other equity securities junior to the SBLF Preferred Stock) if it had declared and paid dividends for the current dividend period on the SBLF Preferred Stock, and would be subject to other restrictions on its ability to repurchase or redeem other securities.

The Company could redeem the shares of SBLF Preferred Stock, in whole or in part, at any time at a redemption price equal to the sum of the liquidation amount per share ($1,000 per share) and the per-share amount of any unpaid dividends for the then-current period, subject to any required prior approval by the Company’s primary federal banking regulator. The terms of the SBLF Preferred Stock imposed limits on the ability of the Company to pay dividends and repurchase shares of common stock. Under the terms of the SBLF Preferred Stock, no repurchases could be effected, and no dividends could be declared or paid on preferred shares ranking pari passu with the SBLF Preferred Stock, junior preferred shares, or other junior securities (including the common stock) during the current quarter and for the next three quarters following the failure to declare and pay dividends on the SBLF Preferred Stock, except that, in any such quarter in which the dividend was paid, dividend payments on shares ranking pari passu could be paid to the extent necessary to avoid any resulting material covenant breach.  The Company redeemed the SBLF Preferred Stock on February 23, 2016.

 

 

 

83


 

NOTE 13—INCOME TAXES

Allocation of income tax expense between current and deferred portions consisted of the following:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Current

 

 

 

 

 

 

 

 

    Federal income tax

 

$

7,381

 

 

$

4,948

 

    State income tax

 

 

1,742

 

 

 

1,191

 

        Total current

 

 

9,123

 

 

 

6,139

 

Deferred income tax expense

 

 

(2,640

)

 

 

380

 

 

 

$

6,483

 

 

$

6,519

 

 

The reasons for the difference between income tax expense and the amount computed by applying the statutory tax rates to income before taxes were as follows:

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Statutory federal tax rate

 

 

34

%

 

 

34

%

Income tax at statutory federal rate

 

$

5,840

 

 

$

5,929

 

Increase (reduction) resulting from:

 

 

 

 

 

 

 

 

    State income taxes, net of federal income tax benefit

 

 

890

 

 

 

900

 

    Tax exempt interest

 

 

(172

)

 

 

(160

)

    Increase in cash surrender value

 

 

(100

)

 

 

(100

)

    Other

 

 

25

 

 

 

(50

)

Income tax expense

 

$

6,483

 

 

$

6,519

 

Effective tax rate

 

 

38

%

 

 

36

%

 

The components of the net deferred tax asset were as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

    Management salary continuation accrued

 

$

760

 

 

$

792

 

    Allowance for loan losses

 

 

4,976

 

 

 

4,094

 

    Deferred compensation

 

 

386

 

 

 

413

 

    Interest on nonaccrual loans

 

 

317

 

 

 

242

 

    Other real estate owned

 

 

321

 

 

 

350

 

    Acquired assets

 

 

171

 

 

 

 

    Net operating loss

 

 

2,460

 

 

 

 

    Available for sale investment securities

 

 

240

 

 

 

 

    Other

 

 

629

 

 

 

343

 

          Total deferred tax assets

 

$

10,260

 

 

$

6,234

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

    Loan servicing rights

 

 

3,646

 

 

 

3,205

 

    Deferred loan costs

 

 

310

 

 

 

160

 

    Depreciation and amortization

 

 

417

 

 

 

252

 

    FHLB stock dividend

 

 

106

 

 

 

106

 

    Available for sale investment securities

 

 

 

 

 

143

 

    Other

 

 

295

 

 

 

320

 

          Total deferred tax liabilities

 

$

4,774

 

 

$

4,186

 

Net deferred tax assets

 

$

5,486

 

 

$

2,048

 

 

 

 

84


 

NOTE 1 4 —OFF-BALANCE SHEET ACTIVITIES

Credit-Related Financial Instruments

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

The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments.

Financial instruments with contract amounts representing credit risk as of December 31, 2016 and 2015 were as follows:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Commitments to extend credit and unused lines of credit, including unused

   credit card lines

 

$

181,124

 

 

$

179,775

 

Standby letters of credit

 

 

5,599

 

 

 

5,399

 

 

Commitments to extend credit are agreements to lend funds to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are usually collateralized and contain a specified maturity date and may not be drawn upon to the total extent to which the Bank is committed.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the payment or the performance of a Bank customer to a third party. Both standby and performance letters of credit are generally issued for terms of one to four years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting these commitments.

 

 

NOTE 15—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Loan Commitments

Loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock.

Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of the rate lock to funding of the loan due to increases in interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases. The notional amount of interest rate lock commitments was $0 at both December 31, 2016 and 2015.

Collateral Requirements

To reduce credit risk related to the use of derivatives financial instruments, the Company might deem it necessary to obtain collateral. The amount and nature of the collateral obtained is based on the Company’s credit evaluation of the customer. Collateral held varies, but may include cash, securities, accounts receivable, inventory, property, plant and equipment and real estate. If the counterparty does not have the right and ability to redeem the collateral or the Company is permitted to sell or re-pledge the collateral on short notice, the Company records the collateral in its balance sheet at fair value with a corresponding obligation to return it.

 

 

 

85


 

NOTE 1 6 —EMPLOYEE BENEFIT PLANS

The Company has a 401(k) plan covering substantially all employees. The Company’s contributions are based upon the discretion of the board of directors. Total expense for the years ended December 31, 2016 and 2015 was $630 thousand and $405 thousand, respectively.

On May 1, 2006, the Company entered into salary continuation agreements with five key employees. Under these agreements, the key employees will receive $60,000 per year beginning on their retirement age, defined as age 65 or their separation from service (if later), and continuing for 15 years.

During 2011, the Company entered into salary continuation agreements with two additional key employees. Under these agreements, the key employees will receive amounts ranging between $36,000 and $60,000 annually, depending on their age at retirement, commencing upon retirement and continuing for 15 years.  During 2016, one of these key employees left employment with the Company prior to vesting of the agreement and will receive no benefit.

As of December 31, 2016 and 2015, respectively, the Company had accrued $1.9 million and $2.0 million in conjunction with these salary continuation agreements.  The payouts under these agreements for the years ending December 31, 2016 and 2015 were $45 thousand in each year. 

 

 

NOTE 17—EQUITY INCENTIVE PLAN

In 2016, the shareholders’ approved the Company’s 2016 Equity Incentive Compensation Plan (the “Plan”), which replaced the Company’s 2012 Equity Incentive Compensation Plan.  Under the Plan, the Company may grant options and stock awards to its directors, officers and employees for shares of common stock. Both qualified and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock unit may be granted and issued, respectively, under the Plan.

The exercise price of each option equals the market price of the Company’s stock on the date of grant and an option’s maximum term is ten years. Vesting periods for options and restricted stock range from one to five years from the date of grant.  

On February 16, 2016, the Company granted 13,757 shares in restricted stock awards to certain members of management and lenders at grant date value of $19.77 per share which was the NASDAQ Official Closing Price on that day.  The shares were awarded at no cost to the employee and have a ratable vesting period of five years from date of issue.  Compensation cost to be recognized over the five-year period, net of income tax, is $218 thousand.  As of December 31, 2016, none of the awards were vested, and 1,655 shares were forfeited.  Unrecognized compensation expense, at December 31, 2016, net of income tax, was $115 thousand.

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

 

 

December 31,

 

 

 

2016

 

 

2015

 

Risk-free interest rates

 

1.49-1.64%

 

 

1.69-1.93%

 

Dividend yields

 

.96%-1.02%

 

 

 

0.8

%

Expected volatility

 

 

24.00

%

 

 

24.00

%

Weighted-average expected life of options

 

7.00 years

 

 

7.00 years

 

 

The expected volatility is based on historical volatility. The risk free rates for periods within the contractual life of the awards are based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience. The dividend yield assumption is based on the Company’s history of declaring dividends on its common stock.

 

86


 

The activity of the Company’s outstanding stock options for the years ende d December 3 1, 2016 and 2015 were as follows:

 

 

December 31, 2016

 

 

December 31, 2015

 

 

 

Number

of

Options

 

 

Weighted-Average

Exercise Price

 

 

Aggregate

Intrinsic

Value (1)

 

 

Number

of

Options

 

 

Weighted-Average

Exercise Price

 

 

Aggregate

Intrinsic

Value (1)

 

 

 

(dollars in thousands except option and per share data)

 

Outstanding, beginning of year

 

 

351,931

 

 

$

13.71

 

 

 

 

 

 

 

336,051

 

 

$

11.57

 

 

 

 

 

   Granted

 

 

48,684

 

 

 

19.91

 

 

 

 

 

 

 

82,101

 

 

 

19.29

 

 

 

 

 

   Exercised

 

 

(99,052

)

 

 

11.87

 

 

 

 

 

 

 

(58,920

)

 

 

9.22

 

 

 

 

 

   Forfeited/expired

 

 

(10,504

)

 

 

19.07

 

 

 

 

 

 

 

(7,301

)

 

 

13.98

 

 

 

 

 

Outstanding, end of period

 

 

291,059

 

 

$

15.18

 

 

$

3,431,586

 

 

 

351,931

 

 

$

13.71

 

 

$

2,037,680

 

Options exercisable at period-end

 

 

177,613

 

 

$

13.07

 

 

 

 

 

 

 

232,900

 

 

$

11.82

 

 

$

1,788,672

 

Weighted-average fair value of options granted during the period (2)

 

 

 

 

 

$

4.89

 

 

 

 

 

 

 

 

 

 

$

5.06

 

 

 

 

 

 

(1)

The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2016 and 2015. This amount changes based on changes in the market value of the Company’s stock.

(2)

The fair value (present value of the estimated future benefit to the option holder) of each option grant is estimated on the date of grant using the Black-Scholes option pricing model.

Information pertaining to options outstanding at December 31, 2016 and 2015 was as follows:

 

 

 

 

December 31, 2016

 

 

 

 

 

Options Outstanding

 

 

 

 

Options Exercisable

 

Range of

Exercise

Prices

 

 

Number

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life

 

Weighted

Average

Exercise

Price

 

 

 

 

Number

Exercisable

 

 

Weighted

Average

Exercise

Price

 

$11.63-12.45

 

 

 

136,810

 

 

2.40 Years

 

$

11.88

 

 

 

 

 

126,810

 

 

$

11.84

 

13.02-15.19

 

 

 

39,511

 

 

6.77 Years

 

 

13.99

 

 

 

 

 

29,140

 

 

 

13.72

 

17.15-19.88

 

 

 

104,923

 

 

8.59 Years

 

 

19.46

 

 

 

 

 

21,663

 

 

 

19.41

 

20.01-20.92

 

 

 

9,815

 

 

9.46 Years

 

 

20.38

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

 

291,059

 

 

5.46 Years

 

$

15.18

 

 

 

 

 

177,613

 

 

$

13.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

Options Outstanding

 

 

 

 

Options Exercisable

 

Range of

Exercise

Prices

 

 

Number

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life

 

Weighted

Average

Exercise

Price

 

 

 

 

Number

Exercisable

 

 

Weighted

Average

Exercise

Price

 

$

10.08

 

 

 

39,830

 

 

1.00 Year

 

$

10.08

 

 

 

 

 

39,830

 

 

$

10.08

 

11.63-12.45

 

 

 

166,730

 

 

3.44 Years

 

 

11.91

 

 

 

 

 

156,730

 

 

 

11.87

 

13.02-15.19

 

 

 

64,941

 

 

7.87 Years

 

 

13.68

 

 

 

 

 

36,340

 

 

 

13.48

 

17.15-19.74

 

 

 

80,430

 

 

9.24 Years

 

 

19.28

 

 

 

 

 

 

 

 

 

Outstanding, end of period

 

 

 

351,931

 

 

5.31 Years

 

$

13.71

 

 

 

 

 

232,900

 

 

$

11.82

 

 

 

 

 

Number of

Shares

 

 

Weighted Average

Grant Date Fair

Value

 

Nonvested options, December 31, 2015

 

 

119,031

 

 

$

4.33

 

Granted

 

 

48,684

 

 

 

4.89

 

Vested

 

 

(31,403

)

 

 

4.58

 

Forfeited/exercised

 

 

(22,866

)

 

 

4.40

 

Nonvested options, December 31, 2016

 

 

113,446

 

 

$

4.48

 

 

87


 

 

Activity in restricted stock awards during 2016 and 2015 was as follows:

 

 

December 31, 2016

 

 

 

Restricted Stock Awards

 

 

Weighted

Average Grant

Price

 

Outstanding, beginning of year

 

 

46,621

 

 

$

14.92

 

Granted

 

 

13,757

 

 

 

19.77

 

Vested

 

 

(14,980

)

 

 

12.27

 

Forfeited/expired

 

 

(6,805

)

 

 

17.20

 

Outstanding, end of period

 

 

38,593

 

 

$

17.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

Restricted Stock Awards

 

 

Weighted

Average Grant

Price

 

Outstanding, beginning of year

 

 

34,080

 

 

$

12.88

 

Granted

 

 

14,379

 

 

 

19.71

 

Vested

 

 

 

 

 

 

Forfeited/expired

 

 

(1,838

)

 

 

14.54

 

Outstanding, end of period

 

 

46,621

 

 

$

14.92

 

 

For the years ended December 31, 2016 and 2015, share-based compensation expense, including options and restricted stock awards, applicable to the Plan was $488 thousand and $450 thousand, respectively, and the recognized tax benefit related to this expense was $81 thousand and $90 thousand, respectively.

As of December 31, 2016, unrecognized share-based compensation expense related to nonvested options and restricted stock amounted to $553 thousand and is expected to be recognized over a weighted average period of 1.68 years.

 

 

NOTE 18—REGULATORY MATTERS

The Company (on a consolidated basis) and Bank are each subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), of Tier 1 capital (as defined) to average assets (as defined), and of Tier 1 Common Equity (as defined) to risk-weighted assets. Management believed, as of December 31, 2016 and 2015, that the Company and Bank met all capital adequacy requirements to which they were subject.

As of December 31, 2016, the most recent notification from the banking regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum Total risk-based, Tier 1 risk-based, Tier 1 leverage and Tier 1 Common Equity ratios as set forth in the following tables. There were no conditions or events since the notification that management believes have changed the Bank’s category.

 

88


 

The Company’s and Bank’s actual capital am ounts and ratios are presented in the following table:

 

 

Actual

 

 

Minimum For

Capital Adequacy

Purposes (a) :

 

 

Minimum To Be Well

Capitalized Under

Prompt Corrective

Action Provisions:

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

 

(dollars in thousands)

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

154,335

 

 

 

13.59

%

 

$

97,949

 

 

 

8.625

%

 

No t  applicable

 

 

 

 

 

Bank

 

 

149,278

 

 

 

13.23

%

 

 

97,295

 

 

 

8.625

%

 

$

112,805

 

 

 

10.00

%

Tier 1 Capital (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

141,206

 

 

 

12.43

%

 

 

75,236

 

 

 

6.625

%

 

Not applicable

 

 

 

 

 

Bank

 

 

136,148

 

 

 

12.07

%

 

 

74,734

 

 

 

6.625

%

 

 

90,244

 

 

 

8.00

%

Tier 1 Capital (to average assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

141,206

 

 

 

11.48

%

 

 

49,183

 

 

 

4.00

%

 

Not applicable

 

 

 

 

 

Bank

 

 

136,148

 

 

 

11.08

%

 

 

49,144

 

 

 

4.00

%

 

 

61,430

 

 

 

5.00

%

Tier 1 Common Equity (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

117,755

 

 

 

10.37

%

 

 

58,201

 

 

 

5.125

%

 

Not applicable

 

 

 

 

 

Bank

 

 

136,148

 

 

 

12.07

%

 

 

57,813

 

 

 

5.125

%

 

 

73,323

 

 

 

6.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

$

144,495

 

 

 

17.51

%

 

$

66,013

 

 

 

8.00

%

 

Not applicable

 

 

 

 

 

Bank

 

 

125,354

 

 

 

15.19

%

 

 

66,000

 

 

 

8.00

%

 

$

82,500

 

 

 

10.00

%

Tier 1 Capital (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

134,175

 

 

 

16.26

%

 

 

49,510

 

 

 

6.00

%

 

Not applicable

 

 

 

 

 

Bank

 

 

115,036

 

 

 

13.94

%

 

 

49,500

 

 

 

6.00

%

 

 

66,000

 

 

 

8.00

%

Tier 1 Capital (to average assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

134,175

 

 

 

15.49

%

 

 

34,656

 

 

 

4.00

%

 

Not applicable

 

 

 

 

 

Bank

 

 

115,036

 

 

 

13.29

%

 

 

34,635

 

 

 

4.00

%

 

 

43,294

 

 

 

5.00

%

Tier 1 Common Equity (to risk weighted assets):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

98,803

 

 

 

11.97

%

 

 

37,132

 

 

 

4.50

%

 

Not applicable

 

 

 

 

 

Bank

 

 

115,036

 

 

 

13.94

%

 

 

37,125

 

 

 

4.50

%

 

 

53,625

 

 

 

6.50

%

 

 

(a)

The ratios for December 31, 2016 include a capital conservation buffer of 0.625%.

 

The Basel III Rule, which became effective January 1, 2015, revised the prompt corrective action requirements by, among other things: (i) introducing a Common Equity Tier 1 ratio requirement at each level (other than critically undercapitalized), with the required Common Equity Tier 1 ratio being 6.5% for “well-capitalized” status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category (other than critically undercapitalized), with the minimum Tier 1 capital ratio for “well-capitalized” status being 8% (compared to the prior ratio of 6%); and (iii) eliminating the former provision that provided that a bank with a composite supervisory rating of 1 may have a 3% Leverage Ratio and still be adequately capitalized. The Basel III Rule did not change the total risk based capital requirement for any prompt corrective action category.  The Basel III Rule also implemented a new capital conservation buffer that is added to the minimum requirements for capital adequacy purposes.  The capital conservation buffer is subject to a three year phase-in period that began on January 1, 2016 and will be fully phased in on January 1, 2019 at 2.5%.  The required phase-in capital conservation buffer during 2016 was 0.625%.  As of December 31, 2016, the ratios for the Company and the Bank were sufficient to meet the fully phased-in conservation buffer.

 

 

89


 

NOTE 19 —RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Bank has granted loans to principal officers and directors and their affiliates.

Activity consisted of the following:

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

(dollars in thousands)

 

Balance, beginning of period

 

$

1,489

 

 

$

1,156

 

   New loans

 

 

5,596

 

 

 

560

 

   Repayments

 

 

(610

)

 

 

(227

)

Balance, end of period

 

$

6,475

 

 

$

1,489

 

 

Deposits from related parties held by the Bank at December 31, 2016 and 2015 amounted to $16.9 million and $14.4 million, respectively.

 

 

NOTE 20—FAIR VALUE MEASUREMENTS

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is considered a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

The Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2—Valuation is based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3—Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

90


 

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments:

Cash and Cash Equivalents and Interest-Bearing Deposits in Banks

The carrying amounts of cash and short-term instruments approximate fair values based on the short-term nature of the assets.

Fair values of other interest-bearing deposits are estimated using discounted cash flow analyses based on current rates for similar types of deposits.

Securities Available for Sale

Where quoted prices are available in an active market, the Company classifies the securities within Level 1 of the valuation hierarchy. Securities are defined as both long and short positions. Level 1 securities include highly liquid government bonds and exchange-traded equities.

If quoted market prices are not available, the Company estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes and credit spreads.

Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. government and agency securities, corporate bonds and other securities. Mortgage-backed securities that are included in Level 2 if observable inputs are available. In certain cases where there is limited activity or less transparency around inputs to the valuation, the Company classifies those securities in Level 3.

Loans

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (e.g., one-to-four family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for other loans (e.g., commercial and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Loans Held for Sale

The carrying value of loans held for sale generally approximates fair value based on the short-term nature of the assets. If management identifies a loan held for sale that will ultimately sell at a value less than its carrying value, it is recorded at the estimated value.

Loan Servicing Rights

Fair value is based on market prices for comparable loan servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income.

Other Real Estate Owned

Loans on which the underlying collateral has been repossessed are adjusted to fair value upon transfer to other real estate owned. Subsequently, other real estate owned is carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. Due to the significance of the unobservable inputs, all other real estate owned are classified as Level 3.

Deposits

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 

91


 

Other Borrowings

The carrying amounts of federal funds purchased, other borrowings and other short-term borrowings maturing within ninety days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on current market rates for similar types of borrowing arrangements.

Advances from FHLB

Current market rates for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. Fair values are estimated using discounted cash flow analyses based on current market rates for similar types of borrowing arrangements.

Subordinated Debentures

The carrying amounts approximate fair value.

Accrued Interest

The carrying amounts approximate fair value.

Commitments to Extend Credit and Standby Letters of Credit

As of December 31, 2016 and 2015, the carrying and fair values of the commitment to extend credit and standby letters of credit are not considered significant.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

 

 

Level 1

Inputs

 

 

Level 2

Inputs

 

 

Level 3

Inputs

 

 

Total

Fair

Value

 

 

 

(dollars in thousands)

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

 

 

$

1,000

 

 

$

 

 

$

1,000

 

Municipal securities

 

 

 

 

 

45,456

 

 

 

 

 

 

45,456

 

Mortgage-backed securities

 

 

 

 

 

73,308

 

 

 

 

 

 

73,308

 

Asset-backed securities

 

 

 

 

 

3,673

 

 

 

 

 

 

3,673

 

      Total assets at fair value

 

$

 

 

$

123,437

 

 

$

 

 

$

123,437

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency securities

 

$

 

 

$

2,003

 

 

$

 

 

$

2,003

 

Municipal securities

 

 

 

 

 

46,312

 

 

 

 

 

 

46,312

 

Mortgage-backed securities

 

 

 

 

 

34,966

 

 

 

 

 

 

34,966

 

     Total assets at fair value

 

$

 

 

$

83,281

 

 

$

 

 

$

83,281

 

 

 

92


 

Assets Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, they are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following table presents the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy for which a nonrecurring change in fair value has been recorded:

 

 

 

Level 1

Inputs

 

 

Level 2

Inputs

 

 

Level 3

Inputs

 

 

Impairment

Losses

 

 

 

(dollars in thousands)

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

 

 

$

 

 

$

20,104

 

 

$

1,336

 

Other real estate owned

 

 

 

 

 

 

 

 

3,161

 

 

 

480

 

      Total assets at fair value

 

$

 

 

$

 

 

$

23,265

 

 

$

1,816

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

 

 

$

 

 

$

28,100

 

 

$

2,302

 

Other real estate owned

 

 

 

 

 

 

 

 

2,872

 

 

 

256

 

     Total assets at fair value

 

$

 

 

$

 

 

$

30,972

 

 

$

2,558

 

 

The significant inputs used in the fair value measurements for Level 3 assets measured at fair value on a nonrecurring basis are as follows:

December 31, 2016

 

 

Valuation

Techniques

 

Unobservable

Inputs

 

Range

(Average)

Impaired loans

 

Evaluation of collateral

 

Estimation of value

 

NM*

Other real estate owned

 

Appraisal

 

Appraisal adjustment

 

7%-39% (21%)

 

 

 

 

 

 

 

December 31, 2015

 

 

Valuation

Techniques

 

Unobservable

Inputs

 

Range

(Average)

Impaired loans

 

Evaluation of collateral

 

Estimation of value

 

NM*

Other real estate owned

 

Appraisal

 

Appraisal adjustment

 

4%-23% (12%)

 

*

Not Meaningful. Evaluations of the underlying assets are completed for each impaired loan with a specific reserve. The types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered include aging of receivables, condition of the collateral, potential market for the collateral, and estimated disposal costs. These discounts will vary from loan to loan, thus providing a range would not be meaningful.

Impaired Loans

In accordance with the provisions of the loan impairment guidance, impairment was measured for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. Impaired loans for which an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Collateral values are estimated using Level 3 inputs based on customized discounting criteria.

Impairment amounts on impaired loans represent specific valuation allowance and write-downs during the period presented on impaired loans that were individually evaluated for impairment based on the estimated fair value of the collateral less estimated selling costs, excluding impaired loans fully charged-off.

Other Real Estate Owned

Foreclosed assets are recorded at fair value based on property appraisals, less estimated selling costs, at the date of the transfer with any impairment amount charged to the allowance for loan losses. Subsequent to the transfer, foreclosed assets are carried at the lower of cost or fair value, less estimated selling costs with changes in fair value or any impairment amount recorded in the other non-

 

93


 

interest expense. Values are estimated using Level 3 inputs based on customized discounting criteria. The carrying value of foreclosed assets is not re-measured to fair value on a recurring basis but is subject to fair value adjustments when the carrying value exceeds the fair value, less estimated selling costs.

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments were as follows:

 

 

December 31,

 

 

 

 

 

2016

 

 

2015

 

 

 

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Carrying

Amount

 

 

Fair

Value

 

 

Input

Level

Financial assets:

 

(dollars in thousands)

Cash and cash equivalents

 

$

42,679

 

 

$

42,679

 

 

$

14,907

 

 

$

14,907

 

 

1

FHLB Stock

 

 

5,688

 

 

 

5,688

 

 

 

3,507

 

 

 

3,507

 

 

2

Securities available for sale

 

 

123,437

 

 

 

123,437

 

 

 

83,281

 

 

 

83,281

 

 

2

Loans, net of allowance for loan losses

 

 

1,017,841

 

 

 

1,022,391

 

 

 

737,784

 

 

 

745,572

 

 

3

Loans held for sale

 

 

1,162

 

 

 

1,162

 

 

 

9,201

 

 

 

9,201

 

 

3

Accrued interest receivable

 

 

3,151

 

 

 

3,151

 

 

 

2,562

 

 

 

2,562

 

 

2

Loan servicing rights

 

 

9,264

 

 

 

12,194

 

 

 

8,145

 

 

 

10,705

 

 

3

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time

 

 

596,565

 

 

 

600,153

 

 

 

426,333

 

 

 

431,077

 

 

3

Other deposits

 

 

380,953

 

 

 

377,980

 

 

 

245,893

 

 

 

242,493

 

 

1

Other borrowings

 

 

2,152

 

 

 

2,152

 

 

 

3,945

 

 

 

3,945

 

 

3

Advances from FHLB

 

 

107,895

 

 

 

108,517

 

 

 

66,445

 

 

 

67,318

 

 

3

Subordinated debentures

 

 

15,451

 

 

 

15,451

 

 

 

12,372

 

 

 

12,372

 

 

3

Accrued interest payable

 

 

1,879

 

 

 

1,879

 

 

 

1,459

 

 

 

1,459

 

 

2

 

 

 

NOTE 21—EARNINGS PER SHARE

Earnings per common share (“EPS”) was computed based on the following:

 

 

For the Year Ended

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

Net income from continuing operations

 

$

10,694

 

 

$

10,974

 

   Less:  preferred stock dividends including SBLF

 

 

342

 

 

 

485

 

Income available to common shareholders for basic EPS

 

$

10,352

 

 

$

10,489

 

 

 

 

 

 

 

 

 

 

Average number of common shares issued

 

 

6,260

 

 

 

6,457

 

   Less: weighted average treasury shares

 

 

426

 

 

 

412

 

   Less: weighted average nonvested equity incentive plan shares

 

 

355

 

 

 

381

 

Weighted average number of common shares outstanding

 

 

6,260

 

 

 

5,664

 

Effect of dilutive options

 

 

155

 

 

 

114

 

Weighted average number of common shares outstanding

   used to calculate diluted earnings per common share

 

 

6,415

 

 

 

5,778

 

 

 

NOTE 22—DIVIDEND AND CAPITAL RESTRICTIONS

Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Cash dividends paid to the Company by the Bank were $1,200,000 for each of the years ended December 31, 2016 and December 31, 2015.

 

 

 

94


 

NOTE 23 – COMMITMENTS AND CONTINGENCIES

During the fourth quarter of 2016, the Company entered into a contract to purchase a building in Green Bay, Wisconsin with the intent of relocating the existing Green Bay branch in the third quarter of 2017.  The purchase contract was for $1.0 million, of which $10 thousand had been paid as of December 31, 2016.  The Company finalized the purchase of the building on February 28, 2017.  

 

NOTE 24—SUBSEQUENT EVENTS

Management evaluated subsequent events through the date the financial statements were issued. Events or transactions occurring after December 31, 2016, but prior to issuance that provided additional evidence about conditions that existed at December 31, 2016, have been recognized in the financial statements for the year ended December 31, 2016. Events or transactions that provided evidence about conditions that did not exist at December 31, 2016, but arose before the consolidated financial statements were issued have not been recognized in the consolidated financial statements for the year ended December 31, 2016.

On February 28, 2017, the Company finalized the purchase of a building in Green Bay, Wisconsin for $1.0 million in which it plans to relocate its existing Green Bay branch later in the third quarter of 2017.   

 

 

 

95


 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL D ISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2016, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

Changes in Internal Control Over Financial Reporting: There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting

REPORT BY COUNTY BANCORP, INC.’S MANAGEMENT

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining an effective system of internal control over financial reporting, as such term is defined in Section 13a-15(f) of the Exchange Act. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management maintains a comprehensive system of internal controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded and financial records are reliable. Management also takes steps to see that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

Management assessed the Company’s systems of internal control over financial reporting as of December 31, 2016. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that as of December 31, 2016, the Company maintained effective internal control over financial reporting based on those criteria. Our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting until we are no longer an “emerging growth company” as defined in the JOBS Act as we availed ourselves of the exemptions available to us under the JOBS Act.

ITEM 9B. OTHER INFORMATION

None.

 

 

 

96


 

PART III

ITEM 10. DIRECTORS, EXECUT IVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item 10 will be included in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders under the captions “Proposal 1: Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance Matters” and is incorporated herein by reference. The Definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 will be included in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of  Shareholders under the captions “Executive Compensation” and “Proposal 1: Election of Directors” is incorporated herein by reference.  The definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 

Information required by this Item 12 will be included in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of  Shareholders under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” is incorporated herein by reference. The definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

ITEM 13. CERTAIN RELATIONSHI PS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 will be included in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders under the captions “Corporate Governance Matters” and “Certain Relationships and Related Party Transactions” is incorporated herein by reference.  The definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 will be included in the Company’s definitive Proxy Statement for the 2017 Annual Meeting of Shareholders under the caption “Proposal 6: Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference.  The definitive Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2016 fiscal year.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The Consolidated Financial Statements listed on the Index included under “Item 8. Financial Statements and Supplementary Data” are filed as a part of this Form 10-K. All financial statement schedules have been included in the Consolidated Financial Statements or are either not applicable or not significant.

Reference is made to the Exhibit Index following the signatures for exhibits filed as part of this Form 10-K.


 

97


 

SIGNAT URES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

COUNTY BANCORP, INC

 

 

 

 

 

Date:

 March 23, 2017

By:

 

/s/ Timothy J. Schneider

 

 

 

 

Timothy J. Schneider

 

 

 

 

President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

 

 

 

 

 

 

 

 

/s/ Timothy J. Schneider

Timothy J. Schneider

  

President (principal executive officer) and Director

 

March 23, 2017

 

 

 

/s/ David D. Kohlmeyer

  

Interim Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

 

March 23, 2017

David D. Kohlmeyer

  

 

/s/ William C. Censky

 

Chairman of the Board and Director

 

March 23, 2017

William C. Censky

 

 

 

 

/s/ Mark R. Binversie

 

Director

 

March 23, 2017

Mark R. Binversie

 

 

 

 

/s/ Kathi P. Seifert

 

Director

 

March 23, 2017

Kathi P. Seifert

 

 

 

 

/s/ Lynn D. Davis

 

Director

 

March 23, 2017

Lynn D. Davis

 

 

 

 

/s/ Edson P. Foster

 

Director

 

March 23, 2017

Edson P. Foster

 

 

 

 

/s/ Wayne D. Mueller

 

Director

 

March 23, 2017

Wayne D. Mueller

 

 

 

 

/s/ Andrew J. Steimle

 

Director

 

March 23, 2017

Andrew J. Steimle

 

 

 

 

/s/ Kenneth R. Zacharias

 

Director

 

March 23, 2017

Kenneth R. Zacharias

 

 

 

 

/s/ Gary J. Ziegelbauer

 

Director

 

March 23, 2017

Gary Ziegelbauer

 

 

 

 

/s/ Rick Dercks

 

Director

 

March 23, 2017

Rick Dercks

 

 

 

 

/s/ Robert E. Matzke

 

Director

 

March 23, 2017

Robert E. Matzke

 

 

 

 

 

 

98


 

EXHIBIT INDEX

 

Exhibit
Number

Exhibit Description

 

 

2.1

Agreement and Plan of Merger among County Bancorp, Inc., County Acquisition LLC, and Fox River Valley Bancorp, Inc. dated November 19, 2015.  (Incorporated by reference to County Bancorp, Inc.’s current report on Form 8-K filed on November 20, 2015) †

 

 

3.1

Amended and Restated Articles of Incorporation of County Bancorp, Inc. (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

3.2

Second Amended and Restated Bylaws of County Bancorp, Inc. as of January 17, 2017 (Incorporated by reference to County Bancorp, Inc.’s current report on Form 8-K filed on January 20, 2017)

 

 

4.1

Instruments Definition the Rights of Security Holders, Including Indentures.

 

County Bancorp, Inc., by signing this registration statement, agrees to furnish the SEC, upon its request, a copy of any instrument that defines the rights of holders of long-term debt of County Bancorp, Inc. and its consolidated and unconsolidated subsidiaries for which consolidated or unconsolidated financial statements are required to be filed and that authorizes total amount of securities not in excess of 10% of the total assets of County Bancorp, Inc. on a consolidated basis. (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

4.2

Form of Common Stock Certificate of County Bancorp, Inc. (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.1+

Amended and Restated Employment Agreement between Investors Community Bank and William C. Censky, effective as of November 5, 2014 (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.2+

Amended and Restated Employment Agreement between Investors Community Bank and Timothy J. Schneider, effective as of November 5, 2014 (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.3+

Amended and Restated Employment Agreement between Investors Community Bank and Mark R. Binversie, effective as of November 5, 2014 (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.4+

Transition Plan of Wayne Mueller (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.5+

Form of Investors Community Bank Salary Continuation Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.6+

Investors Community Bank Management Employees’ Elective Deferred Compensation Plan, as amended January 2013 (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.7+

County Bancorp, Inc. 2012 Equity Incentive Compensation Plan, amended and restated effective October 7, 2014 (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.8+

Form of 2012 County Bancorp, Inc. 2012 Equity Incentive Compensation Plan Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-1 (File No. 333-200081) filed on November 10, 2014)

 

 

10.9+

County Bancorp, Inc. 2016 Long Term Incentive Plan (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed on September 8, 2016)

 

 

10.10+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Stock Appreciation Right Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed on September 8, 2016)

 

 

 

99


 

Exhibit
Number

Exhibit Description

10.11+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Incentive Stock Option Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed

on September 8, 2016)

 

 

10.12+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Restricted Stock Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed on September 8, 2016)

 

 

10.13+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Restricted Stock Unit Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed on September 8, 2016)

 

 

10.14+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Nonqualified Stock Option Award Agreement (Incorporated by reference to County Bancorp, Inc.’s Registration Statement on Form S-8 (File No. 333-213536) filed on September 8, 2016)

 

 

10.15+

Form of County Bancorp, Inc. 2016 Long Term Incentive Plan Deferred Restricted Stock Unit Award Agreement (Incorporated by reference to County Bancorp, Inc.’s current report on Form 8-K filed on February 24, 2017)

 

 

10.16+

First Amendment to the County Bancorp, Inc. 2016 Long Term Incentive Plan, effective November 15, 2016 (Filed herewith)

 

 

10.17+

Amended and Restated Employment Agreement between Investors Community Bank and David A. Coggins, effective as of November 5, 2014 (Filed herewith)

 

 

21.1

Subsidiaries (Filed herewith)

 

 

23.1

Consent of Independent Registered Public Accounting Firm (Filed herewith)

 

 

31.1

Certification of the President pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (Filed herewith)

 

 

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as

Amended (Filed herewith)

 

 

32.1

Certification of the President pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350 (Filed herewith)

 

 

32.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended and 18 U.S.C. Section 1350 (Filed herewith)

 

 

101.INS

XBRL Instance Document (Filed herewith)

 

 

101.SCH

XBRL Taxonomy Extension Schena Document (Filed herewith)

 

 

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith)

 

 

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document (Filed herewith)

101.LAB

XBRL Taxonomy Extension Label Linkbase Document (Filed herewith)

 

 

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document (Filed herewith)

 

+

Indicates a management contract or compensation plan or arrangement.

†  

Schedules and/or exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

 

100

Exhibit 10.16

First Amendment

to the

County Bancorp, Inc.

2016 Long Term Incentive Plan

 

Whereas , County Bancorp, Inc. (the “ Company ”) maintains the County Bancorp, Inc. 2016 Long Term Incentive Plan (the “ Plan ”);

 

Whereas , pursuant to Article 6 of the Plan, the Board of Directors (the “ Board ”) of the Company has reserved to itself the power, authority and discretion to amend the Plan from time-to-time;

 

Whereas , the Board has determined that it is in the best interest of the Company to amend the Plan in order to update the definition of “Change in Control” to align with current market practices; and

 

Whereas , the Board has duly authorized the undersigned officer to carry out the foregoing.

 

Now, therefore , effective as of November 15, 2016, the Plan be and hereby is amended in the following particulars:

 

1 .

Section 4.2(c) shall be replaced in its entirety with the following new Section 4.2(c):

 

(c)   Any Person is or becomes a “beneficial owner” (as defined in Exchange Act Rule 13d-3), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “ Company Voting Securities ”); provided, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary; (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) pursuant to a “Non-Qualifying Transaction” (as defined in paragraph (d), below); or”

 

2.

Section 4.2(d) shall be replaced in its entirety with the following new Section 4.2(d):

 

(d)   The consummation of a merger, consolidation, statutory share exchange, sale of all or substantially all of the Company’s assets, a plan of liquidation or dissolution of the Company or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Transaction”), unless immediately following such Business Transaction: (i) more than 50% of the total voting power of (A) the corporation resulting from such Business Transaction (the “Surviving Corporation”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Transaction (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Transaction), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Transaction; (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to

1251531.v1


elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation); and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Transaction were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Transaction (any Business Transaction that satisfies all of the criteria specified in (i), (iii) and (iii) above shall be deemed to be a “ Non-Qualifying Transaction ”).

 

3.

Section 4.2(e) shall be replaced in its entirety with the following new Section 4.2(e):

 

(e)   Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such Person, a Change in Control of the Company shall then occur.”

 

4. In all other respects the Plan shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer this 15th day of November, 2016.

 

 

 

County Bancorp, Inc.

By: __________________________

Its: __________________________

1251531.v1

Exhibit 10.17

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

between

INVESTORS COMMUNITY BANK

and

David A Coggins

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Investors Community Bank, a Wisconsin corporation (the “Company”) and David A Coggins (“Executive”).

Recitals

WHEREAS, Executive is an employee of the Company serving as its Executive Vice President of Agricultural Banking; and

WHEREAS, the Company and Executive were previously parties to an agreement embodying the terms of Executive’s employment with the Company which was first effective August, 3, 2009, and now the parties desire to amend and restate that agreement regarding certain terms of such employment.

Agreement

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1. Effective Date .  This Agreement shall be effective as of November 5, 2014 (the “Effective Date”).

2. Term of Employment .  Subject to earlier termination as provided in Section 7 of this Agreement, the original term of this Agreement shall begin on the Effective Date and shall end on December 31, 2015; provided, however, that this Agreement shall be automatically extended for successive terms of one (1) year each (the original term plus any extensions of the term are hereinafter referred to as the “Term”) unless either party provides written notice not to so extend to the other party at least sixty (60) calendar days before the scheduled expiration of the Term, in which case no further automatic extension shall occur and the Term shall end on the scheduled expiration date.

3. Position and Responsibilities .  During the Term, Executive agrees to serve as Executive Vice President of Agricultural Banking of the Company and/or in such other senior management position(s) as the Board of Directors of the Company (the “Board”) may designate.  In this capacity the Executive shall have such duties, authorities and responsibilities as are commensurate with such position(s) and such other duties and responsibilities as the Board shall designate that are consistent with such position(s).

 

 

 

 


4. Standard of Care .  During the Term, Executive (a) will devote his full working time, attention, energies and skills exclusively to the business and affairs of the Company; (b) will exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties; (c) will not, except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and (d) will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company; provided, however, this Section 4 shall not be construed as preventing Executive (y) from investing his personal assets in such form or manner as will not require his services in the daily operations and affairs of the businesses in which such investments are made, or (z) from participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company.

5. Compensation and Benefits .  As remuneration for all services to be rendered by Executive during the Term, and as consideration for complying with the covenants herein, the Company shall pay and provide to Executive the following:

5.1. Annual Base Salary .  The Company shall pay Executive a base salary of One Hundred Fifty-Four Thousand and One Hundred Dollars ($154,100.00) (the “Base Salary”) on an annualized basis.  The Company shall review the Base Salary approximately annually during the Term to determine, at the discretion of the Company, whether the Base Salary should be increased and, if so, the amount of such adjustment and the time at which the adjustment should take effect.  The Base Salary shall be paid to Executive consistent with the customary payroll practices of the Company.

5.2. Incentive Bonus .  Executive shall be entitled to participate during the Term in the ICB ANNUAL INCENTIVE COMPENSATION PLAN and in any other incentive bonus plan which the Company may adopt and implement from time to time during the Term with respect to Executive’s specific position.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any incentive bonus plan, so long as such changes are similarly applicable to other employees under such plan.

5.3. Equity Compensation .  Executive shall be entitled to participate during the Term in the ICB 2012 EQUITY COMPENSATION PLAN and in any other equity compensation plan which the Company may adopt and implement from time to time during the Term.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any equity compensation plan, so long as such changes are similarly applicable to other employees under such plan.

5.4. Employee Benefits .  The Company shall provide to Executive employee fringe benefits to which other employees of the Company are generally entitled, commensurate with his position with the Company and subject to the eligibility requirements and other terms and conditions of such plans.  Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee fringe benefit plan, so long as such changes are similarly applicable to other employees generally.

 

2

 

 


6. Reimbursement of Business Expenses .  The Company shall pay or reimburse Executive for all ordinary and necessary expenses, in a reasonable amount, which Executive incurs in performing his duties under this Agreement.  Such expenses shall be paid or reimbursed to Executive consistent with the expense reimbursement policies of the Company in effect from time to time and Executive agrees to abide by any such expense reimbursement policies.

7. Termination of Employment .  

7.1. Termination Due to Death .  If Executive dies during the Term, this Agreement shall terminate on the date of Executive’s death.  Upon the death of Executive, the Company’s obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive or Executive’s legal representative that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive or Executive’s legal representative such other payments and benefits, if any, which had accrued hereunder before Executive’s death.  Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s legal representatives, including Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

7.2. Termination Due to Disability .  If Executive suffers a Disability (as hereafter defined), the Company shall have the right to terminate this Agreement and Executive’s employment with the Company.  The Company shall deliver written notice to Executive of the Company’s termination because of Disability, pursuant to this Section 7.2, specifying in such notice a termination date not less than seven (7) calendar days after the giving of the notice (the “Disability Notice Period”), and this Agreement, and Executive’s employment by the Company, shall terminate at the close of business on the last day of the Disability Notice Period.

Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination for Disability.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

The term “Disability” shall mean either (i) when Executive is deemed disabled in accordance with the long term disability insurance policy or plan of the Company in effect at the time of the illness or injury causing the disability or (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform the essential functions of his job (with or without reasonable accommodation) for more than one hundred twenty (120) days during any period of twelve (12) consecutive months.  

7.3. Termination by the Company Without Cause .  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company without cause for any reason or no reason by notifying Executive in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the close of business on the

 

3

 

 


termination date specified in the Company’s notice.  Upon termination of Executive’s employment by the Company without cause and in the absence of a Change in Control (as defined in Section 7.12), the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive severance compensation in a lump sum payment within sixty (60) days after the termination of employment equal to one (1) times the sum of:  (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus.  For purposes of this Agreement, the Historic Bonus shall be equal to the average annual incentive bonus earned by Executive during the three most recent fiscal years of the Company prior to such termination, including the portion of any bonus which was deferred, either mandatorily or electively.

7.4. Termination by the Company For Cause .  At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 7.4.  “Cause” shall mean the occurrence of one or more of the following events:  (a) Executive’s conviction of a felony or of any crime involving moral turpitude, subject to compliance with applicable law; (b) Executive’s engaging in any illegal conduct or willful misconduct in the performance of his employment duties for the Company; (c) Executive’s engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, the Company; (d) Executive’s failure or refusal to follow the lawful instructions of the Company; (e) Executive’s breach of any of Executive’s obligations under this Agreement; (f) Executive’s gross or habitual negligence in the performance of his employment duties for the Company; (g) Executive’s engaging in any conduct tending to bring the Company into public disgrace or disrepute or to injure the reputation or goodwill of the Company; (h) Executive’s material violation of the Company’s business ethics or conflict of interest policies, as such policies currently exist or as they may be amended or implemented during Executive’s employment with the Company; (i) Executive’s misuse of alcohol or illegal drugs which interferes with the performance of Executive’s employment duties for the Company or which compromises the reputation or goodwill of the Company; (j) Executive’s intentional violation of any applicable banking law or regulation in the performance of Executive’s employment duties for the Company; or (k) Executive’s failure to abide by any employment rules or policies applicable to the Company’s employees generally that Company currently has or may adopt, amend or implement from time to time during Executive’s employment with the Company.  With respect to subsections (d), (e) and (k) above, “Cause” shall not exist in the event of the occurrence of the events described therein unless Executive fails to cure such failure, fraud or breach within five (5) days after the Board delivers a written notice to Executive describing the events which the Company contends constitute Cause for termination thereunder.

Upon the occurrence of any of the events specified above, the Company may terminate Executive’s employment for Cause by notifying Executive in writing of its decision to terminate his employment for Cause, and Executive’s employment and this Agreement shall terminate at the close of business on the date on which the Company gives such notice.

 

4

 

 


Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

7.5. Termination by the Company in Connection with a Change in Control .  If at any time during the Term Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent other than for any of the reasons set forth in Sections 7.1, 7.2 and 7.4 within six (6) months before or within two (2) years after a Change in Control, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive within sixty (60) days following such a termination, a lump sum severance payment of an amount equal to two (2) times the sum of:  (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus.  

7.6. Termination by Executive For Good Reason .  Executive may terminate this Agreement and his employment with the Company by giving the Company written notice of termination for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean any of the following:

(i) any material breach by the Company of any provision of this Agreement which is not cured by the Company within thirty (30) days of receipt by the Company of written notice from Executive within ten (10) days of the alleged occurrence of the breach, which notice specifies with particularity the existence and nature of the breach; or

(ii) the occurrence of any one of the following events within six (6) months prior to or within two (2) years following a Change in Control where Executive delivers to the Company a written notice specifying the event(s) which Executive contends constitutes Good Reason within ten (10) days of the alleged occurrence of the event(s) and such occurrence is not cured by the Company within thirty (30) days after receipt of such written notice:

(A) Without Executive’s express written consent, the assignment of Executive to any duties which are materially inconsistent with his positions, duties or responsibilities with the Company immediately prior to the earlier of termination of employment or the Change in Control or a substantial reduction of his duties or responsibilities which does not represent a promotion from his position, duties or responsibilities immediately prior to the earlier of termination of employment or the Change in Control.

 

5

 

 


(B) A reduction by the Company in Executive’s Base Salary from the level of such salary immediately prior to the earlier of termination of employment or the Change in Control, or the Company’s failure to increase (within twelve (12) months of Executive’s last increase in Base Salary) Executive’s Base Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all similarly situated executives of the Company on the same teams or at the same tier as Executive for compensation purposes.

(C) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which Executive participates, including but not limited to the Company’s stock option plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), with which Executive has consented, has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would directly or indirectly materially reduce Executive’s participation therein.

(D) The failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by Executive or to which Executive was entitled under any of the Company’s principal pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans in which Executive was participating immediately prior to the earlier of the termination of employment or the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive or to which Executive was entitled immediately prior to the earlier of the termination of employment or the Change in Control, or the failure by the Company to provide Executive with the number of paid vacation and sick leave days to which Executive is entitled on the basis of years of service or position with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof.

(E) The Company’s requiring Executive to be based anywhere other than in the counties identified in Section 9.1 below, except for required travel on the Company’s business in accordance with the Company’s past management practices.

(F) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 12.1 hereof.

(G) Any failure by the Company or its shareholders, as the case may be, to reappoint or reelect Executive to a corporate office held by him immediately prior to the earlier of the termination of employment or the Change in Control or his removal from any such office including any seat held at such time on the Company’s Board of Directors.

 

6

 

 


(H) The effectiveness of a resignation, tendered at any time, either before or after a Change in Control and regardless of whether formally characterized as voluntary or otherwise, by Executive of any corporate office held by him immediately prior to the Change in Control or of any seat held at such time on the Company’s Board of Directors, at the request of the Company or at the request of the person obtaining control of the Company in such Change in Control.

(I) Any request by the Company that Executive participate in an unlawful act.

Notwithstanding anything in this Agreement to the contrary, Executive’s right to terminate Executive’s employment pursuant to this Section 7.6 shall not be affected by Executive’s incapacity due to physical or mental illness.

If this Agreement and Executive’s employment are terminated by Executive for the Good Reason listed in Section 7.6(i) and such termination occurs within ninety (90) days after the Executive first provided notice to the Company of the existence of Good Reason, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive severance compensation in a lump sum payment within sixty (60) days after the termination of employment equal to one (1) times the sum of:  (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus.

If this Agreement and Executive’s employment are terminated by Executive for any of the Good Reasons listed in Sections 7.6(ii)(A) through (I) and such termination occurs within ninety (90) days after the Executive first provided notice to the Company of the existence of Good Reason, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive within sixty (60) days following such a termination, a lump sum severance payment equal to the amount which would be payable by the Company under Section 7.5, if Executive had been terminated as provided therein.  

7.7. Termination By Executive Without Good Reason .  At any time during the Term, Executive may terminate this Agreement and his employment with the Company for reasons other than Good Reason or for no reason by giving the Company written notice of termination, specifying in such notice a termination date not less than sixty (60) calendar days after the giving of the notice (the “Executive’s Notice Period”), and Executive’s employment with the Company shall terminate at the close of business on the last day of Executive’s Notice Period; provided, however, that in response to Executive’s notice of termination, the Company shall have the right to terminate Executive’s employment with the Company at any time during

 

7

 

 


the Executive’s Notice Period.  Upon termination of Executive’s employment with the Company under this Section 7.7, whether at the end of Executive’s Notice Period or earlier as designated by the Company, the Company’s obligation to pay Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) if the Company elects to terminate Executive prior to the end of the Executive’s Notice Period, the Company shall pay Executive that portion of his Base Salary which would otherwise have been earned by Executive from the termination date through the end of Executive’s Notice Period.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.  

7.8. Non-Renewal By Executive .  In the event Executive elects not to renew this Agreement by giving notice of non renewal pursuant to Section 2, this Agreement and Executive’s employment shall terminate at the end of the then current Term.  Upon termination of Executive’s employment as a result of Executive’s non renewal of this Agreement, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date.  Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

7.9. Non-Renewal by the Company .   In the event the Company elects not to renew this Agreement by giving notice of non renewal pursuant to Section 2, this Agreement and Executive’s employment shall terminate at the end of the then current Term.  Upon termination of Executive’s employment as a result of the Company’s non renewal of this Agreement, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except:  (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive severance compensation in a lump sum payment within sixty (60) days after the termination of employment equal to one (1) times the sum of:  (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus.  Upon termination of Executive’s employment as a result of the company’s non-renewal of this Agreement at a time where the end of the then current Term is within six (6) months prior to or two (2) years following the effective date of a Change in Control, the severance compensation payable under this paragraph shall be equal to two (2) times the sum of: (i) Base Salary in effect immediately prior to termination and (ii) the Historic Bonus, in lieu of the severance compensation described in the previous sentence.  

7.10. Forfeiture of Compensation .  In the event Executive breaches any of the non disclosure or restrictive covenant provisions of Sections 8 or 9 of this Agreement, Executive immediately shall (a) forfeit his right to receive (and the Company shall no longer be obligated to pay) any severance compensation under this Agreement, (b) forfeit any equity incentive or other

 

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rights granted under the INVESTORS COMMUNITY BANK 2012 EQUITY COMPENSATION PLAN AND INVESTORS COMMUNITY BANK ANNUAL INCENTIVE COMPENSATION PLAN and any other equity and/or incentive compensation plans of the Company, regardless whether such options or rights are vested, unvested, exercisable or unexercisable, (c) disgorge and repay to the Company any gross profits realized from the exercise of any of the stock options under the INVESTORS COMMUNITY BANK 2012 EQUITY COMPENSATION PLAN and any other stock option or equity compensation plans of the Company at any time during the two (2) year period immediately preceding such breach, and (d) disgorge and repay to the Company an amount equal to the market value of any restricted stock of the Company that vested to Executive at any time during the two (2) year period immediately preceding such breach.  The Company and Executive acknowledge and agree that the foregoing remedies are in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to Company in connection with Executive’s breach or threatened breach, of any non-disclosure or restrictive covenant provision set forth in Sections 8 and 9 of this Agreement.

7.11. Definition of Change in Control .  As used in this Agreement, “Change in Control” means:  

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d 3 promulgated under the Exchange Act as in effect from time to time) of twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock of the Company or County Bancorp, Inc., a Wisconsin corporation (“Parent”) (B) the combined voting power of the then outstanding voting securities of the Company or Parent entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute an acquisition of control:  (w) any acquisition directly from the Company or Parent (excluding an acquisition by virtue of the exercise of a conversion privilege), (x) any acquisition by the Company or Parent, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or Parent, or any corporation controlled by the Company or Parent, or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (iii) of this Section 7.11 are satisfied;

(ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company or Parent (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company or Parent, as applicable; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s or Parent’s shareholders, as applicable, was approved by a vote of at least a majority of the directors then comprising the applicable Incumbent Board shall be considered as though such individual were a member of the applicable Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies

 

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or consents by or on behalf of a Person other than the Board of Directors of the Company or Parent, as applicable;

(iii) Consummation by the Company or Parent of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company or Parent (as applicable) common stock and outstanding Company or Parent (as applicable) voting securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the outstanding Company or Parent (as applicable) stock and outstanding Company or Parent (as applicable) voting securities, as the case may be, (B) no Person (excluding the Company, Parent, any employee benefit plan or related trust of the Company, Parent or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, twenty-five percent (25%) or more of the outstanding Company or Parent (as applicable) common stock or outstanding voting securities, as the case may be) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the applicable Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

(iv) Either (A) a complete liquidation or dissolution of the Company or Parent, or (B) the sale or other disposition of all or substantially all of the assets of the Company or Parent, other than to a corporation with respect to which following such sale or other disposition (x) more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company or Parent (as applicable) common stock and outstanding voting securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Company or Parent (as applicable) common stock and outstanding voting securities, as the case may be, (y) no Person (excluding the Company, Parent, and any employee benefit plan or related trust of the Company, Parent, or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, twenty-five percent (25%) or more of the outstanding Company

 

10

 

 


common stock or outstanding Company voting securities, as the case may be) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) at least a majority of the members of the board of directors of such corporation were members of the applicable Incumbent Board at the time of the execution of the initial agreement or action of the Board the Company or Parent (as applicable) providing for such sale or other disposition of assets of the Company or Parent (as applicable).  

7.12. Severance Release .  Executive acknowledges and agrees that the Company’s payment of the severance compensation pursuant to Sections 7.3, 7.5 or 7.6 of this Agreement shall be deemed to constitute a full settlement and discharge of any and all obligations of the Company to Executive arising out of this Agreement, Executive’s employment with the Company and/or the termination of Executive’s employment with the Company, except for any vested rights Executive may have under any insurance, stock option or equity compensation plan or any other employee benefit plans sponsored by the Company.  Executive further acknowledges and agrees that as a condition to receiving any of the severance compensation pursuant to Section 7.3, 7.5 or 7.6 of this Agreement, Executive will execute and deliver to the Company a Release Agreement in form and substance reasonably satisfactory to the Company pursuant to which Executive will release and waive any and all claims against the Company (and its officers, directors, shareholders, employees and representatives) arising out of this Agreement, Executive’s employment with the Company, and/or the termination of Executive’s employment with the Company, including without limitation claims under all federal, state and local laws; provided, however, that such Release Agreement shall not affect or relinquish (a) any vested rights Executive may have under any insurance, stock option or equity compensation plan, or other employee benefit plan sponsored by the Company, (b) any claims for reimbursement of business expenses incurred prior to the employment termination date, or (c) any rights to severance compensation under Sections 7.3, 7.5 or 7.6 of this Agreement.  Executive further agrees that the Release Agreement contemplated in this Section 7.12 must be executed, and the applicable revocation period must expire without Executive’s revocation, within the timeframe set forth in the Release Agreement but in no event later than fifty-five (55) days after the effective date of Executive’s termination.

8. Non-Disclosure .  Executive acknowledges that during the course of Executive’s employment by the Company Executive will be creating, making use of, acquiring, and/or adding to confidential information relating to the business and affairs of the Company, which information will include, without limitation, procedures, methods, manuals, lists of customers, suppliers and other contacts, marketing plans, business plans, financial data, and personnel information.  Executive covenants and agrees that Executive shall not, at any time during Executive’s employment with the Company, or thereafter (for the period described below), directly or indirectly, use, divulge or disclose for any purpose whatsoever any of the Company’s confidential information or trade secrets, except in the course of Executive’s work for and on behalf of the Company.  Upon the termination of Executive’s employment with the Company, or at the Company’s request, Executive shall immediately deliver to the Company any and all records, documents, or electronic data (in whatever form or media), and all copies thereof, in Executive’s possession or under Executive’s control, whether prepared by Executive or others,

 

11

 

 


containing confidential information or trade secrets relating to the Company.  Executive acknowledges and agrees that his obligations under this Section shall survive the expiration or termination of this Agreement and the cessation of his employment with the Company for whatever reason.  Notwithstanding the foregoing, the restrictions herein shall remain in effect for a period of two (2) years following the termination of Executive’s employment; provided, however, with respect to any information that constitutes a trade secret under applicable law, the restrictions shall remain in effect for as long as the information remains a trade secret.

9. Restrictive Covenants .  Executive acknowledges that in connection with his employment with the Company he has provided and will continue to provide executive-level services that are of a unique and special value and that he has been and will continue to be entrusted with confidential and proprietary information concerning the Company.  Executive further acknowledges that the Company is engaged in highly competitive businesses and that the Company expends substantial amounts of time, money and effort to develop trade secrets, business strategies, customer relationships, employee relationships and goodwill, and Executive has benefited and will continue to benefit from these efforts.  Therefore, as an essential part of this Agreement, Executive agrees and covenants to comply with the following restrictive covenants.

9.1. Non-Competition .  During Executive’s employment with the Company and during the Restricted Period, Executive will not, directly or indirectly, in the Restricted Geographic Area, engage in any Competitive Business (a) in the same or similar capacity or function to that in which Executive worked for the Company, (b) in any executive level or senior management capacity, or (c) in any other capacity in which Executive’s knowledge of the Company’s confidential information or the customer goodwill Executive helped to develop on behalf of the Company would facilitate or support Executive’s work for such Competitive Business.  For purposes of this Agreement, the term “Restricted Period” shall mean one (1) year from the date of termination of employment.  For purposes of this Agreement, the term “Restricted Geographic Area” means and includes:  (w) the Wisconsin counties of Manitowoc, Sheboygan, Brown, Calumet, Kewaunee, Door, Fond du Lac, Outagamie, Winnebago, Milwaukee and Ozaukee.  For purposes of this Agreement, the term “Competitive Business” means that portion of any business that provides products and services similar to and competitive with the products and services provided by the Company.  

9.2. Non-Solicitation of Customers .  During Executive’s employment with the Company and during the Restricted Period, Executive will not, directly or indirectly, provide, sell, or market any Competing Products/Services to any of the Company’s Customers, or solicit any of the Company’s Customers for the purpose of selling or providing any Competing Products/Services.  For purposes of this Agreement, the term “Competing Products/Services” means any products or services substantially similar to and competitive with the products or services offered by the Company.  For purposes of this Agreement, the term “Company’s Customers” means any person or entity that has engaged in any banking services with, or has purchased any products or services from, the Company at any time during the one‑year period preceding the date of termination of Executive’s employment and with respect to which Executive, by virtue of his senior executive position in the Company, has acquired information or has had contact that would assist Executive in competing with the Company for the business of such customer.  

 

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9.3. Non ‑Solicitation of Employees .  During the term of Executive’s employment with the Company and during the Restricted Period, Executive will not, directly or indirectly, urge, influence, induce or seek to induce (other than by means of general advertising of available positions) any employee of the Company to terminate his/her relationship with the Company.  

9.4. Survival of Restrictive Covenants .  Executive acknowledges and agrees that his obligations under this Section 9 shall survive the expiration or termination of this Agreement and the cessation of his employment with the Company for whatever reason.  

9.5. Severability of Restrictions .  Although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, particularly given the competitive nature of the Company’s business and Executive’s position with the Company, Executive and the Company acknowledge and agree that if any covenant, subsection, portion or clause of this Section 9 is determined to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of the Agreement.  

10. Remedies .  Executive recognizes that a breach or threatened breach by Executive of Section 8 or Section 9 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury.  Notwithstanding Section 15.8 of this Agreement, Executive agrees that the Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available, including the recovery of money damages.

11. Change in Control.  

11.1 Limitation on Benefits.   Notwithstanding anything contained herein to the contrary, in the event of a Change in Control, the Company, based on the advice of its legal or tax counsel, shall compute whether there would be any “excess parachute payments” payable to Executive, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), taking into account the total ‘‘parachute payments,” within the meaning of Section 280G of the Code, payable to Executive by the Company under this Agreement and any other plan, agreement or otherwise.  If there would be any excess parachute payments, the Company, based on the advice of its legal or tax counsel, shall compute the net after-tax proceeds to Executive, taking into account the excise tax imposed by Section 4999 of the Code, as if (i) the amount to be paid to Executive under this Agreement were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the full amount to be paid to Executive under this Agreement were not reduced.  If reducing the amount otherwise payable to Executive pursuant to this Agreement would result in a greater after-tax amount to Executive, such reduced amount shall be paid to Executive and the remainder shall be forfeited by Executive as of the effective date of Executive’s termination of employment.  If not reducing the amount otherwise payable to Executive pursuant to this Agreement would result in a greater after-tax amount to Executive, the amount payable to Executive under this Agreement shall not be reduced.

 

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11.2 No Additional Payment to Account for Excise Taxes .  In the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall not be entitled to receive any additional payment in any amount as a “gross up”, reimbursement or indemnity for such Excise Tax.

12. Assignment .  

12.1. Assignment by Company .  The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon any and all successors and assigns of the Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization.  

12.2. Non Assignment by Executive .  The services to be provided by Executive to the Company hereunder are personal to Executive, and Executive’s duties may not be assigned by Executive.

13. Notice .  Any notice required or permitted under this Agreement shall be in writing and either delivered personally or sent by nationally recognized overnight courier, express mail, or certified or registered mail, postage prepaid, return receipt requested, at the following respective address unless the party notifies the other party in writing of a change of address:

If to the Company:

Investors Community Bank

PO Box 700 

860 North Rapids Rd 

Manitowoc, WI 54221

Attention:  Chief Executive Officer

If to Executive:

David A Coggins

2101 Stoney Brook Court

Manitowoc, WI 54220

 

A notice delivered personally shall be deemed delivered and effective as of the date of delivery.  A notice sent by overnight courier or express mail shall be deemed delivered and effective one (1) day after it is deposited with the postal authority or commercial carrier.  A notice sent by certified or registered mail shall be deemed delivered and effective two (2) days after it is deposited with the postal authority.

14. Compliance with Section 409A.   It is intended that this Agreement will comply with Internal Revenue Code Section 409A and any regulations and guidelines issued thereunder

 

14

 

 


(collectively “Section 409A”) to the extent this Agreement is subject thereto. This Agreement shall be interpreted on a basis consistent with such intent.  If any payments provided to Executive under this Agreement are non-qualified deferred compensation subject to, and not exempt from, Section 409A (“Subject Payments”), the following provisions shall apply to such payment and/or benefits:

14.1. Separation From Service. For payments triggered by a termination of employment, reference to the Executive’s “termination of employment” with the Company shall be construed to refer to the Executive’s “separation from service” from the Company (with such phrase determined under Treas. Reg. 1.409A-1(h)).

14.2. Crossover Period.   If the sixty (60)- day period following a “separation from service” begins in one calendar year and ends in a second calendar year (a “Crossover 60-Day Period”) and if there are any Subject Payments due the Executive that are (i) conditioned on the Executive signing and not revoking a release of claims and (ii) otherwise due to be paid during the portion of the Crossover 60-Day Period that falls within the first year, then such payments will be delayed and paid in a lump sum during the portion of the Crossover 60-Day Period that falls within the second year.

14.3. Payment Period Discretion.   Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

14.4. Specified Employee Delay.   For payments triggered by a termination of employment, if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of his termination of employment, such payments that would otherwise be payable during the six-month period immediately following Executive’s termination of employment will be delayed and accumulated until the earlier of Executive’s death or the first business day following the six month anniversary of the Executive’s “separation from service”, whereupon the accumulated amount will be paid or distributed to the Executive or his estate.

14.5. No Indemnity.   If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.  No action or failure by the Company in good faith to act, pursuant to this Section 14.5, shall subject the Company to any claim, liability or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Section 409A.

15. Miscellaneous .

15.1. Entire Agreement .  This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto.

 

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15.2. Modification .  This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by Executive and a duly authorized officer of the Company.

15.3. Counterparts .  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

15.4. Tax Withholding .  The Company may withhold from any compensation or benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

15.5. Contractual Rights to Benefits .  Nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

15.6. No Waiver .  Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

15.7. Governing Law; Choice of Forum .  To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary.  The Company and Executive further acknowledge and agree that this Agreement is intended, among other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the duties Executive owes to the Company under the common law, including, but not limited to, the duty of loyalty.  The parties agree that any legal action pursuant to Section 10 of this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in MANITOWOC, WISCONSIN or in the United States District Court for the Eastern District of Wisconsin, and the parties hereby submit to the jurisdiction and venue of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

15.8. Arbitration of Disputes .  Except as provided in Section 10 of this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by binding arbitration in the City of MANITOWOC, WISCONSIN, in accordance with the laws of the State of Wisconsin by three arbitrators, one of whom shall be appointed by the Company, one by Executive and the third of whom shall be appointed by the first two arbitrators.  The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators which shall be as provided in this Section.  Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.  The expenses of arbitration, and the fees of the arbitrators, shall be shared equally by the parties.  In addition, the prevailing party, as determined by the arbitrators, shall be entitled to recover from the non‑prevailing party its reasonable attorneys’

 

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fees and costs incurred in connection with the arbitration, any proceeding under Section 10 and any subsequent enforcement of any arbitration award in court.

IN WITNESS WHEREOF, Executive and the Company have executed this Agreement, intending it to be effective as of the Effective Date.

INVESTORS COMMUNITY BANK

 

 

By: /s/ Timothy J. Schneider ____________________ /s/ David A. Coggins   ____________

David A Coggins

Name: Timothy J. Schneider ____________________

President – County Bancorp, Inc.

Title: _ CEO – Investors Community Bank _________

 

“Company”“Executive”

12421985.1

 

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Exhibit 21.1

Subsidiaries of County Bancorp, Inc.

 

 

 

 

Exact Name of Subsidiaries of Registrant

as Specified in their Charter

  

State or Other
Jurisdiction of
Incorporation
or
Organization

Investors Community Bank

  

Wisconsin

 

 

County Bancorp Statutory Trust II

  

Delaware

 

 

County Bancorp Statutory Trust III

  

Delaware

Fox Valley River Trust I

 

Delaware

 

 

ICB Investment Corp. (subsidiary of Investors Community Bank)

  

Nevada

 

 

Investors Insurance Services, LLC (subsidiary of Investors Community Bank)

  

Wisconsin

 

 

ABS 1, LLC (subsidiary of Investors Community Bank)

  

Wisconsin

 

1176577.v1

    

Exhibit 23.1

 

 

 

 

 

 

CONSE N T OF I NDEPENDE N T RE G I S T ERED PUB L I C A CCOU N T I NG F I RM

 

 

 

County Ba nc orp, Inc.

Manitowoc, Wisconsin

 

We c onsent to the inco r poration by reference in the registr a ti o n statements on Form S-1 (no. 333-2 0 0081), Fo r m S-4 (no. 333-209014), and Form S-8 (nos. 333-213536 and 333-204483) of Coun t y Bancorp, Inc. of our re p ort, dated March 23, 2017, relating to our audits of t h e consolida t ed financial statements for the years e nded December 31, 2 016 and 2015 which appear in this Ann u al Report on Form 10-K of Co u nty Bancorp, Inc.

 

 

/s/ CliftonLarsonAllen LLP

 

Milwaukee, Wisconsin

March 23, 2017

 

 

 

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy J. Schneider, certify that:

1. I have reviewed this annual report on Form 10-K of County Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2017

 

 

/s/ Timothy J. Schneider

 

Timothy J. Schneider

President

 

Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David D. Kohlmeyer, certify that:

1. I have reviewed this annual report on Form 10-K of County Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) an 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 23, 2017

 

 

/s/ David D. Kohlmeyer

 

David D. Kohlmeyer

Interim Chief Financial Officer

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of County Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Timothy J. Schneider, President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Timothy J. Schneider

 

Timothy J. Schneider

 

President

 

 

 

March 23, 2017

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to County Bancorp, Inc. and will be retained by County Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of County Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, David D. Kohlmeyer, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ David D. Kohlmeyer

 

David D. Kohlmeyer

 

Interim Chief Financial Officer

 

 

 

March 23, 2017

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to County Bancorp, Inc. and will be retained by County Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.